PROSPECTUS SUMMARY

The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. You should read this entire document carefully, including the sections entitled “Risk Factors” and “The Conversion and Offering” and the consolidated financial statements and the notes to the consolidated financial statements, before making a decision to invest in our common stock.

The Companies

People’s United Financial, Inc. People’s United Financial is a newly-formed Delaware corporation and currently a wholly-owned subsidiary of People’s Bank. People’s United Financial was formed for the purpose of effectuating the conversion and offering described in this prospectus. In connection with those transactions, People’s United Financial is registering shares of its common stock with the Securities and Exchange Commission and will be selling shares of its common stock to new stockholders and, as described in this prospectus, issuing shares of its common stock to existing stockholders of People’s Bank in exchange for their shares of People’s Bank common stock. People’s United Financial currently does not have significant assets, but as a result of the conversion and offering, it will become the holding company of People’s Bank.

People’s Bank. People’s Bank is a federal stock savings bank and as a result of the conversion and offering will become the wholly-owned subsidiary of People’s United Financial. People’s Bank was organized in 1842 as a Connecticut mutual savings bank. In 1988, People’s Bank reorganized into the mutual holding company structure, converted to a Connecticut-chartered stock savings bank and became the majority-owned subsidiary of People’s Mutual Holdings, a Connecticut-chartered mutual holding company. Effective August 18, 2006, People’s Bank converted to a federal stock savings bank regulated by the Office of Thrift Supervision. At September 30, 2006, People’s Bank had total assets of $10.6 billion, total deposits of $9.0 billion and total stockholders’ equity of $1.4 billion.

People’s Mutual Holdings. People’s Mutual Holdings is the federally-chartered mutual holding company of People’s Bank. Its principal business is to own a majority of People’s Bank’s outstanding shares of common stock. As of September 30, 2006, People’s Mutual Holdings owned 82,012,500 shares, equivalent to approximately 57.7%, of People’s Bank common stock. At September 30, 2006, People’s Mutual Holdings had $8.5 million of net assets, excluding the shares of People’s Bank. As part of the conversion, People’s Mutual Holdings will cease to exist as a separate entity.

Our Business

People’s Bank offers a full range of financial services, primarily in the state of Connecticut, to individual, corporate, municipal and institutional customers. Its traditional banking activities include extending secured and unsecured commercial and consumer loans, originating mortgage loans secured by residential and commercial properties and accepting consumer, commercial and municipal deposits. In addition to traditional banking activities, People’s Bank provides specialized services tailored to specific markets. Its operations are divided into two primary business lines that represent its core businesses:

People’s Bank’s business model and broad product offerings allow it to meet the needs of a diverse customer base with varying demographic characteristics. People’s Bank delivers its products and services through a network of 75 traditional branches, 73 branches located in Stop & Shop supermarkets, eight limited-service branches, 23 investment and brokerage offices (22 of which are located within branch offices), five wealth management and trust offices, nine People’s Capital and Leasing offices (eight of which are located outside of Connecticut), seven commercial lending offices, and over 250 ATMs located in the state of Connecticut. People’s Bank also originates residential mortgage and home equity loans in Connecticut and the contiguous markets of New York and Massachusetts. In addition, People’s Bank maintains a loan production office in Massachusetts to support its commercial real estate lending initiatives in that state. Its distribution network includes fully integrated online banking and investment trading, a 24-hour telephone banking service and participation in a worldwide ATM network.

During 2005, People’s Bank opened seven new branches, three of which are traditional branches and four of which are located in Stop & Shop supermarkets. For the first nine months of 2006, People’s Bank opened three new Stop & Shop branches. In May 2006, People’s Bank announced plans to open at least 15 branches in Westchester County, New York over the next three years with seven planned by the end of 2007.

Our Market Area And Customer Base

Connecticut is one of the most attractive banking markets in the United States with a total population of approximately 3.5 million and a median household income of $66,018 as of June 30, 2006, ranking second in the United States and well above the U.S. median household income of $51,546, according to estimates from SNL Securities. Fairfield County, where People’s Bank is headquartered, is the wealthiest county in Connecticut, with a June 30, 2006 median household income of $81,678 according to estimates from SNL Securities. At June 30, 2006, People’s Bank ranked third in deposit market share in Connecticut and first in Fairfield County, according to the Federal Deposit Insurance Corporation.

While People’s Bank’s primary market area is in the state of Connecticut, substantially all of the equipment financing activities of People’s Capital and Leasing involve customers outside of Connecticut. In addition, People’s Bank participates in certain loans that aggregate $20 million or more and are shared by three or more supervised financial institutions. These loans are generally referred to as “shared national credits.” People’s Bank’s shared national credits portfolio totaled $542 million at September 30, 2006, approximately 90% of which involved borrowers outside of Connecticut. People’s Bank competes for deposits, loans and other services with commercial banks, savings institutions, commercial and consumer finance companies, mortgage banking companies, insurance companies, credit unions, and a variety of other institutional lenders and securities firms.

Our Competitive Strengths

We believe that the following strengths give us a competitive advantage in our markets:

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Our Business Strategy

Our business strategy is to focus on those businesses in which we have proven competencies. We believe that this clear focus will enable us to continue to grow our franchise, both inside and outside of the state of Connecticut, while maintaining our commitment to the quality of our business, assets and customer service. The following are the key elements of our business strategy:

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Selected Risk Factors

You should consider carefully the following selected risk factors, as well as the full list of Risk Factors beginning on page [    ], before deciding whether to invest in our common stock. Such risks may adversely affect our business, financial condition, operating results and the trading price of our common stock, and you may lose all or part of your investment.

Our Corporate Information.

The executive offices of People’s Bank, People’s Mutual Holdings and People’s United Financial are located at 850 Main Street, Bridgeport, Connecticut 06604. The telephone number at this address is (203) 338-7171.

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Summary Consolidated Financial And Other Data

The summary information presented below under “Summary Financial Condition Data,” “Summary Operating Data,” “Per Common Share Data,” and “Ratios” at each of the dates or for each of the periods presented, except for the information at or for the periods ended September 30, 2005 and 2006 (which has not been audited), is derived in part from the audited consolidated financial statements of People’s Bank. The following information is only a summary and you should read it in conjunction with People’s Bank’s audited consolidated financial statements and notes beginning on page F-1. All share, per share and dividend information reflects the three-for-two stock splits effected by People’s Bank on May 15, 2004 and May 15, 2005.

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Our Conversion And Offering

We are converting from the mutual holding company structure, where People’s Bank is 42.3% owned by public stockholders, to a stock holding company, which will be 100% owned by public stockholders. This is commonly referred to as a “second-step” conversion. As part of the conversion, People’s Mutual Holdings will convert into a federal stock savings bank, which will merge with and into People’s Bank, with People’s Bank as the surviving entity. As a result, People’s Mutual Holdings will cease to exist as a separate entity. Voting rights in People’s United Financial will be vested solely in the public stockholders immediately following the conversion.

In connection with the conversion, the shares of common stock of People’s Bank owned by People’s Mutual Holdings will be cancelled and new shares of common stock representing the 57.7% ownership interest of People’s Mutual Holdings will be offered for sale by People’s United Financial in the offering. In addition, the total assets of People’s Mutual Holdings will be added to People’s Bank as a capital contribution. At September 30, 2006, People’s Mutual Holdings’ net assets, excluding its ownership of shares of People’s Bank common stock, totaled $8.5 million. At the conclusion of the conversion and offering, existing public stockholders of People’s Bank will receive shares of common stock of People’s United Financial for each share of People’s Bank common stock they own at that date, based on an exchange ratio as described in “The Conversion and the Offering—The Share Exchange of People’s Bank Common Stock for People’s United Financial Common Stock.” As a result, People’s Bank’s existing public stockholders will own approximately the same percentage of People’s United Financial common stock as they owned of People’s Bank common stock immediately prior to the conversion.

In addition, in connection with and immediately following the conversion, we intend to contribute 2,000,000 shares of People’s United Financial common stock and $20.0 million in cash from the offering proceeds to The People’s Community Foundation, a charitable foundation to be established in connection with the conversion and offering. The shares of common stock contributed to the charitable foundation will be in addition to the shares being offered for sale. For a further discussion of the charitable foundation, see “The People’s Community Foundation.”

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Terms Of The Offering

We are offering between 127,500,000 and 172,500,000 shares of our common stock to our depositors and to the public in subscription and syndicated offerings (which we refer to in this document collectively as the offering). We may increase the maximum number of shares that we sell in the offering by up to 15% to 198,375,000 shares as a result of market demand, regulatory considerations or changes in financial markets. The offering price is $20.00 per share. All new investors will pay the same purchase price per share. No commission will be charged to purchasers in the offering.

The shares of common stock are being offered on a priority basis to depositors of People’s Bank in a subscription offering. Ryan Beck & Co., Inc., our financial advisor and selling agent in connection with the subscription offering, will use its best efforts to assist us in selling our common stock in the subscription offering. Ryan Beck & Co., Inc. is not obligated to purchase any shares of common stock in the subscription offering.

We are also offering for sale to the general public in a syndicated offering through a syndicate of selected dealers any shares of our common stock not subscribed for by our depositors in the subscription offering. We may begin the syndicated offering at any time following the commencement of the subscription offering. Morgan Stanley & Co. Incorporated is acting as sole book-running manager and Ryan Beck & Co., Inc. is acting as joint lead manager for the syndicated offering, which is also being conducted on a best efforts basis. None of Morgan Stanley & Co. Incorporated, Ryan Beck & Co., Inc. or any other member of the syndicate is required to purchase any shares in the syndicated offering. Alternatively, we may sell any remaining shares in an underwritten public offering, which would be conducted on a firm commitment basis.

Reasons For The Conversion And Offering

The conversion and offering are intended to provide us with substantially greater access to capital than is currently available to us under the mutual holding company structure and are expected to significantly increase the liquidity of our common stock. In addition, the stock holding company structure will provide us with more flexibility in structuring mergers and acquisitions. The net proceeds raised in the offering will allow us and People’s Bank to:

After considering the relative merits of the conversion and offering, as well as applicable fiduciary duties, the Board of Trustees of People’s Mutual Holdings and the Board of Directors of People’s Bank unanimously approved the plan of conversion as being in the best interests of each such institution, the communities they serve and the depositors, stockholders and employees of People’s Bank. The completion of the conversion and offering are subject to the approval of stockholders and depositors of People’s Bank who are being asked to vote on the plan of conversion.

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How We Intend To Use The Proceeds From The Offering

We intend to contribute approximately 50% of the net proceeds from the offering to People’s Bank. We also intend to lend our employee stock ownership plan cash to enable the plan to buy a number of shares equal to up to 6% of the total number of shares of common stock to be sold in the offering plus the shares to be issued to the charitable foundation, either through the exercise of subscription rights or in open market transactions after the completion of the offering. We also intend to contribute 2,000,000 shares of our common stock and $20.0 million in cash from the offering proceeds to The People’s Community Foundation. The balance of the net proceeds will be retained by People’s United Financial.

We may use the portion of the net proceeds that is not contributed to People’s Bank to, among other things, acquire other financial institutions or businesses related to banking, though there is no specific agreement with any institution or business at this time. We may also use it to pay cash dividends or repurchase shares of common stock, subject to regulatory restrictions, or for other general corporate purposes. People’s Bank may use the portion of the net proceeds that it receives to acquire other financial institutions, fund new loans, open or acquire new branches, expand its business activities, pay dividends to People’s United Financial or for other general corporate purposes.

Due to the amount of net proceeds being raised in the offering, it may take a significant amount of time for us and People’s Bank to deploy the net proceeds to our best advantage. We anticipate that our retained portion of the net proceeds and the net proceeds that we contribute to People’s Bank from the offering proceeds will be invested in accordance with People’s Bank’s investment policy. It is expected that the investments will include short-term investments, government securities or government-sponsored agency securities.

How We Determined The Offering Range

The offering range is based on an independent appraisal of the market value of the common stock to be offered. RP Financial, LC, an appraisal firm experienced in appraisals of financial institutions, has advised us that, as of October 16, 2006, the estimated pro forma market value of our common stock, including offering shares, exchange shares and shares issued to the charitable foundation, ranges from a minimum of $4.460 billion to a maximum of $6.019 billion, with a midpoint of $5.240 billion. Based on this valuation range, the percentage of People’s Bank common stock owned by People’s Mutual Holdings, the shares issued to the charitable foundation and the $20.00 price per share, the Board of Directors of People’s Bank and the Board of Trustees of People’s Mutual Holdings determined to offer shares of People’s United Financial common stock ranging from a minimum of 127,500,000 shares to a maximum of 172,500,000 shares, with a midpoint of 150,000,000 shares. Under certain circumstances, the pro forma market value can be adjusted upward to reflect changes in market conditions, and, at the adjusted maximum, the estimated pro forma market value of People’s United Financial’s common stock would be $6.916 billion and the number of shares offered would equal 198,375,000 shares.

The independent appraisal was based in part on our financial condition and results of operations, the pro forma impact of the additional capital raised by the sale of common stock in the offering, and an analysis of a peer group of companies that RP Financial considered comparable to us. RP Financial also considered that we intend to contribute cash and issue shares of People’s United Financial common stock to The People’s Community Foundation, a charitable foundation that will be established in connection with the conversion. The intended contribution of cash and shares of common stock to the charitable foundation has the effect of reducing the number of shares in the offering. See “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation.” RP Financial’s independent valuation will be updated before we complete our offering.

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The following table presents a summary of selected pricing ratios for the companies comprising the peer group used by RP Financial in its independent appraisal report dated October 16, 2006 and the pro forma pricing ratios for us, as calculated in the table on page [    ] in the section of this prospectus entitled “Pro Forma Data.” Compared to the median pricing of the peer group, our pro forma pricing ratios at the midpoint of the offering range indicated a premium of 88% on a price-to-earnings basis and discounts of 37% on a price-to-book value basis and 47% on a price-to-tangible book value basis. The estimated appraised value and the resulting premiums and discounts took into consideration the potential financial impact of the conversion and offering and RP Financial’s analysis of the results of operations and financial condition of People’s United Financial compared to the peer group.

The independent appraisal is not necessarily indicative of post-offering trading value. You should not assume or expect that the valuation of People’s United Financial as indicated above means that the common stock will trade at or above the $20.00 purchase price after the offering is completed.

We may increase the number of shares of common stock being offered by up to 15% without notice to persons who have subscribed for our common stock, so that a total of up to 198,375,000 shares would be sold in the offering. On [                    ], 2007, we received authorization from the Office of Thrift Supervision to conduct the offering. The independent appraisal must be updated before we can complete the offering. The updated appraisal will be subject to the further approval of the Office of Thrift Supervision.

After-Market Performance Information Provided By The Independent Appraiser

The following table, prepared by our independent appraiser, presents for all “second-step” conversions that began trading from January 1, 2004 to October 16, 2006, the percentage change in the trading price from the initial trading date of the offering to the dates shown in the table. The table also

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presents the average and median trading prices and percentage change in trading prices for the same dates. This information relates to stock performance experienced by other companies that may have no similarities to us with regard to market capitalization, offering size, earnings quality and growth potential, among other factors. Most of the institutions listed in the table are significantly smaller than we are in terms of asset size. In addition, gross proceeds raised in most of the offerings listed in the table are significantly less than the amount of gross proceeds we expect to raise in the offering. Also, two of the three largest offerings listed in the table involved a simultaneous acquisition of another financial institution.

The table is not intended to indicate how our common stock may perform. Data represented in the table reflects a small number of transactions and is not indicative of general stock market performance trends or of price performance trends of companies that undergo “second-step” conversions. Furthermore, this table presents only short-term price performance and may not be indicative of the longer-term stock price performance of these companies. There can be no assurance that our stock price will appreciate or that our stock price will not trade below $20.00 per share. The movement of any particular company’s stock price is subject to various factors, including, but not limited to, the amount of proceeds a company raises, the company’s historical and anticipated operating results, the nature and quality of the company’s assets, the company’s market area and the quality of management and management’s ability to deploy proceeds (such as through loans and investments, the acquisition of other financial institutions or other businesses, the payment of dividends and common stock repurchases). In addition, stock prices may be affected by general market and economic conditions, the interest rate environment, the market for financial institutions and merger or takeover transactions and the presence of professional and other investors who purchase stock on speculation, as well as other unforeseeable events not in the control of management. Before you make an investment decision, please carefully read this prospectus, including “Risk Factors.”

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After Market Trading Activity

Second Step Offerings

Completed Closing Dates between January 1, 2004 and October 16, 2006

Public Stockholders Will Receive Shares Through The Exchange Of People’s Bank Common Stock

If you are currently a stockholder of People’s Bank, your shares as of the date of completion of the conversion and offering will be cancelled and exchanged for new shares of People’s United Financial common stock. The number of shares you receive will be based on an exchange ratio which will be determined as of the date of completion of the conversion and offering and will be based on the percentage of People’s Bank common stock held by the public prior to the conversion, the final independent appraisal of People’s United Financial common stock prepared by RP Financial and the number of shares of common stock sold in the offering. The exchange ratio will ensure that existing public stockholders of People’s Bank common stock will own approximately the same percentage of People’s United Financial common stock after the conversion and offering as they owned of People’s Bank common stock immediately prior to completion of the conversion and offering, exclusive of the effect of their purchase of additional shares in the offering and the receipt of cash in lieu of fractional shares. The exchange ratio will not depend on the market price of People’s Bank common stock.

The following table shows how many shares a hypothetical owner of People’s Bank common stock would receive in the share exchange, based on the number of shares sold in the offering.

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As of the completion of the conversion, if you own shares of People’s Bank common stock in “street name” through a brokerage firm, the shares will be promptly exchanged in that account, without any action on your part. Likewise, if you hold your shares in book-entry form with our transfer agent, they will be promptly exchanged without any action on your part, and an account statement will be mailed to you, indicating the number of shares of People’s United Financial common stock owned as a result of the exchange.

As of the completion of the conversion, if you hold a stock certificate representing your shares of People’s Bank common stock, you will receive a transmittal form, with instructions to surrender your certificate to our transfer agent, acting as exchange agent. The transmittal form will be mailed to you as soon as practicable after the completion of the conversion. Do not forward a stock certificate without a transmittal form. Shares of People’s United Financial common stock to be issued in the exchange will be issued in book-entry form, meaning that you will not receive a stock certificate. Instead, within [__] business days after the exchange agent receives your properly executed transmittal form, accompanied by a stock certificate, you will be mailed an account statement. The account statement will indicate the number of shares of People’s United Financial common stock owned as a result of the exchange and held in book-entry form with our transfer agent. No fractional shares of our common stock will be issued. For each fractional share that would otherwise be issued, we will pay by check an amount equal to the product obtained by multiplying the fractional share interest to which the holder would otherwise be entitled by the $20.00 per share purchase price. Holders with shares held in street name will receive these funds in their brokerage accounts. At the midpoint shown in the preceding table a stockholder owning 100 shares of People’s Bank common stock would receive 182 shares of People’s United Financial common stock plus $18.00 in cash.

We also will convert options previously awarded under the People’s Bank 1998 Long-Term Incentive Plan into options to purchase People’s United Financial common stock. At September 30, 2006, there were outstanding options to purchase 1,435,055 shares of People’s Bank common stock. The number of outstanding options and related per share exercise prices will be adjusted based on the exchange ratio. The aggregate exercise price, term and vesting period of the outstanding options will remain unchanged. If any options are exercised before we complete the offering, the number of shares of People’s Bank common stock outstanding will increase and the exchange ratio could be adjusted. If all currently outstanding options are exercised, stockholders will experience dilution of approximately 1.00% in their ownership interest in People’s Bank common stock.

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Our Policy Regarding Dividends

People’s Bank has paid quarterly cash dividends in each quarter since the fourth quarter of 1993. On October 19, 2006, the Board of Directors of People’s Bank declared a quarterly cash dividend of $0.25 per common share outstanding, or $1.00 per share on an annualized basis, payable on November 15, 2006 to stockholders of record as of the close of business on November 1, 2006. The amount of dividends that People’s United Financial initially intends to pay to stockholders following the conversion and offering is intended to approximate the per share dividend amount, adjusted to reflect the share exchange, that People’s Bank’s stockholders currently receive on their shares of People’s Bank common stock. The following table sets forth the dividend amounts that we expect to pay per share at the minimum, midpoint, maximum and adjusted maximum of the offering range.

The continued payment of dividends will depend upon our debt and equity structure, earnings and financial condition and need for capital in connection with possible future acquisitions and other factors, including economic conditions, regulatory restrictions and tax considerations. We cannot guarantee that we will pay dividends in the future or, if we pay dividends, the amount and frequency of these dividends.

Ownership By Officers And Directors

Collectively, our directors and executive officers and their associates expect to purchase a total of 387,500 shares, or approximately 0.2% of the shares of common stock available for sale in the offering plus the shares to be issued to the charitable foundation (assuming the midpoint of the offering range). These shares do not include shares that may be awarded or issued in the future under any of our stock benefit plans. The shares purchased by our directors and executive officers and their associates will be included in determining whether the minimum number of shares necessary to close the offering have been sold. See “Proposed Purchases of Common Stock by Management.”

After the offering, the exchange of existing shares of People’s Bank common stock, including stock options exercisable within 60 days of September 30, 2006, our directors and executive officers, together with their associates, are expected to beneficially own approximately 3,681,180 shares of our common stock, or 1.41% of the total outstanding shares of our common stock, including shares to be issued to the charitable foundation, based upon the midpoint of the offering range.

Future Benefit Plans

We intend to implement a tax-qualified employee stock ownership plan in connection with the offering which we expect will purchase an amount of common stock equal to up to 6% of the shares of common stock we sell in the offering and issue to the charitable foundation, or 10,470,000 shares of common stock, assuming we sell 172,500,000 shares, the maximum of the offering range. We expect that this employee stock ownership plan will purchase these shares in the open market following the offering using funds borrowed from us. As a tax-qualified employee benefit plan, this plan may instead purchase shares in the subscription offering consistent with its subscription priority. The plan is a tax-qualified

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retirement plan for the benefit of all employees who meet certain eligibility requirements. Assuming the employee stock ownership plan purchases 10,470,000 shares, we will recognize additional compensation expense of $209.4 million (or approximately $138.2 million after tax) over a 30-year period, assuming the shares of common stock have a fair market value of $20.00 per share for the full 30-year period. If, in the future, the shares of common stock have a fair market value greater or less than $20.00, the compensation expense will increase or decrease accordingly.

Because investment decisions for our employee stock ownership plan are subject to the discretion of an independent fiduciary, we can offer no assurance as to the amount, timing or other terms of stock purchases by this plan.

We also intend to implement a stock option plan, providing for grants of stock options, and a recognition and retention plan, providing for awards of restricted stock to our key employees, officers and directors. If these stock-based incentive plans are implemented and approved by stockholders within one year of the completion of our conversion, the number of options granted or shares of restricted stock awarded under these stock-based incentive plans may not exceed 10% and 4%, respectively, of the shares of common stock sold in the offering and issued to the charitable foundation. We expect that any shares required for restricted stock awards would be purchased in the open market or privately negotiated transactions following stockholder approval of the plan. Funds necessary for stock purchases would be provided by People’s United Financial. We anticipate that awards under the stock option plan and recognition and retention plan would vest over a five-year period measured from the award date and that compensation expense would be recognized over the vesting period. Both the stock option plan and recognition and retention plan cannot be adopted sooner than six months after the completion of our conversion and will be contingent on approval of People’s United Financial stockholders.

The following table summarizes the number of shares and aggregate dollar value of awards available for grant that are expected under the stock option and recognition and retention plans, if adopted as expected after the offering. A portion of the available stock grants shown in the table below may be made to non-executive employees.

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Unless a waiver is obtained from the Office of Thrift Supervision, the following additional Office of Thrift Supervision restrictions would apply to these stock-based incentive plans:

In the event the Office of Thrift Supervision changes its regulations or policies regarding stock-based incentive plans, including any regulations or policies restricting the size of awards and vesting of benefits as described above, the restrictions described above may not be applicable. Also, these restrictions will not apply to stock-based compensation plans currently maintained by People’s Bank (the People’s Bank 1998 Long-Term Incentive Plan and the People’s Bank Directors’ Equity Compensation Plan), which will continue in effect after the conversion.

The following table presents information regarding the eligible participants in our contemplated employee stock ownership plan and our contemplated stock-based incentive plans, the percentage of outstanding shares of common stock after the offering assuming shares are sold at the maximum of the offering range and the dollar value of the common stock available for issuance or allocation under these plans.

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For a detailed description of these potential plans and their applicable limitations see “Future Benefit Plans.” For a detailed description of the benefit plans we currently have in place, see “Director Compensation” and “Executive Officer Compensation.”

Limits On Purchases Of Common Stock

Limitations on the purchase of common stock in the offering have been set by the plan of conversion adopted by the People’s Bank Board of Directors and the People’s Mutual Holdings Board of Trustees. These limitations include the following:

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If you are currently a People’s Bank stockholder, in addition to the above purchase limitations, there is an additional ownership limitation for you. Shares of common stock that you purchase in the offering individually, and together with associates or persons acting in concert, plus any shares of People’s United Financial common stock you and they receive in the share exchange, may not exceed 5% of the total shares of People’s United Financial common stock issued and outstanding at the completion of the conversion and offering.

Subject to the approval of the Office of Thrift Supervision, we may increase or decrease the purchase and ownership limitations at any time. If a purchase limitation is increased, subscribers in the subscription offering who order the maximum amount of shares and so indicate on their stock order forms will be given the opportunity to increase their subscriptions up to the new limit. For a detailed description of purchase limitations see “Limitations on Common Stock Purchases.”

Conditions To Completing the Conversion And Offering

We are conducting the conversion and offering pursuant to the terms of our plan of conversion. We cannot complete the conversion and offering unless:

People’s Mutual Holdings intends to vote its ownership interest in favor of the transaction. At September 30, 2006, it owned 57.7% of the outstanding common stock of People’s Bank. As of September 30, 2006, the directors and executive officers of People’s Bank and their associates beneficially owned 1,800,809 shares of People’s Bank common stock (including options exercisable within 60 days of September 30, 2006), or 1.26% of the outstanding shares of common stock. They intend to vote their shares in favor of the plan of conversion and establishment of the charitable foundation.

Market For Our Common Stock

People’s Bank’s common stock is currently listed on the Nasdaq Global Select Market under the symbol “PBCT,” and People’s United Financial’s common stock will continue to trade on this market under this symbol after the offering. See “Market for the Common Stock.”

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Tax Aspects of the Conversion

As a general matter, the conversion and offering will not be taxable transactions for federal or state income tax purposes to People’s Mutual Holdings, People’s Bank, People’s United Financial, persons eligible to subscribe in the subscription offering or existing stockholders of People’s Bank. Existing stockholders of People’s Bank who receive cash in lieu of a fractional share of People’s United Financial common stock in the share exchange will recognize a gain or loss equal to the difference between the cash received and the tax basis of such fractional share. Thacher Proffitt & Wood LLP will issue an opinion to us to the effect that consummation of the transactions contemplated by the conversion and offering qualifies as a tax-free transaction for federal income tax purposes and will not result in any adverse federal tax consequences to People’s Mutual Holdings, People’s Bank, People’s United Financial, persons eligible to subscribe in the subscription offering or existing stockholders of People’s Bank before or after the conversion. PricewaterhouseCoopers LLP will issue an opinion to us to the effect that consummation of the transactions contemplated by the conversion and offering should qualify as a tax-free transaction for Connecticut state income tax purposes and should not result in any adverse Connecticut state tax consequences to People’s Mutual Holdings, People’s Bank, People’s United Financial, persons eligible to subscribe in the subscription offering or existing stockholders of People’s Bank before or after the conversion. See “The Conversion and Offering — Tax Aspects.”

The Subscription Offering

Persons Who May Order Stock In The Subscription Offering.

We are offering shares of People’s United Financial common stock in a subscription offering in the following descending order of priority:

If you qualify under one of these categories, you will have priority subscription rights and the following provisions will apply to you.

How You May Purchase Common Stock in the Subscription Offering.

To purchase shares of common stock in the subscription offering, you must deliver a properly signed and completed original stock order form to our Stock Information Center, accompanied by full payment or a deposit account withdrawal authorization as described below, by 11:00 a.m., Eastern Time, on [                    ], 2007. A properly completed and signed stock order form together with full payment must be actually received by our Stock Information Center (not postmarked) by this offering deadline. You may submit your stock order form and payment by mail using the return envelope provided, by bringing your stock order form to our Stock Information Center, or by overnight delivery to the address indicated on the front of the stock order form. Mail or delivery of stock order forms to banking or other offices of People’s Bank will not be accepted. We are not required to accept orders submitted on photocopied or facsimiled stock order forms.

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You may pay for your shares by:

You may not authorize withdrawals from People’s Bank retirement accounts (IRAs, Keogh) or People’s Bank accounts with check-writing privileges. If you wish to use funds from an account with check-writing privileges, please make payment by a check drawn on such account. By law, People’s Bank retirement accounts are not self-directed and therefore cannot be used to purchase shares of common stock. If you wish to use any of the funds that are currently in a People’s Bank retirement account, the funds must be transferred to a self-directed retirement account maintained by an independent trustee, such as a brokerage firm other than People’s Securities, Inc., before your order is placed. If you are interested in using funds in a retirement account at People’s Bank or elsewhere to purchase common stock, you should contact our Stock Information Center as soon as possible, preferably at least two weeks before the [                    ], 2007 end of the offering period, because processing such transactions takes additional time. Whether you may use such funds for the purchasing of shares of common stock in the offering may also depend on limitations imposed by the institution where the funds are held.

Once we receive your properly completed stock order form, you may not change or rescind your order unless the number of shares of common stock to be issued is increased to more than 198,375,000 or decreased below 127,500,000, or the offering is not completed by [    ], 2007. We are not required to notify you of incomplete or improperly executed stock order forms. We have the right to waive or permit the correction of incomplete or improperly executed stock order forms, but do not represent that we will do so.

We may not lend funds, guarantee loans or otherwise extend credit to any person other than our tax-qualified employee stock ownership plan to purchase shares of common stock in the offering.

Funds received in the subscription offering will be held in a segregated escrow account at People’s Bank established to hold funds received as payment for shares. We will pay interest on these funds at People’s Bank’s passbook savings rate from the date payment is received until completion or termination of the conversion and offering. We may, at our discretion, determine during the offering that it is in the best interest of People’s Bank to hold subscription funds in a segregated escrow account at another insured financial institution instead of People’s Bank.

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Deadline for Ordering Stock in the Subscription Offering.

The subscription offering will expire at 11:00 a.m., Eastern Time, on [                    ], 2007. We may extend this expiration date without notice to you up to 45 days until [                    ], 2007, but in no event may the offering extend beyond [                    ], unless the Office of Thrift Supervision approves a later date. We may decide to extend the expiration date of the subscription offering for any reason, whether or not subscriptions have been received for shares at the minimum, midpoint or maximum of the offering range.

Steps We May Take If We Do Not Sell The Minimum Number Of Shares.

We will not complete the subscription and syndicated offerings until at least the minimum number of shares of common stock have been sold. If at least 127,500,000 shares have not been sold by [                    ], 2007 and the Office of Thrift Supervision has not consented to an extension, all funds delivered to us to purchase shares of common stock in the subscription offering will be returned promptly to the subscribers with interest at People’s Bank’s passbook savings rate and all deposit account withdrawal authorizations will be canceled. If an extension beyond [    ], 2007 is granted by the Office of Thrift Supervision, we will notify each person who subscribed for common stock in the subscription offering, indicating that each such person who subscribed for common stock may increase, decrease, or rescind their subscription within the resolicitation period.

We reserve the right in our sole discretion to terminate the offering at any time and for any reason, in which case we will cancel all deposit account withdrawal authorizations and will return by check all funds submitted in the subscription offering, plus interest at People’s Bank’s passbook savings rate calculated from the date of receipt of the stock order.

Delivery Of Shares.

Shares of People’s United Financial common stock to be issued in the subscription offering will be issued in book-entry form, meaning you will not receive a stock certificate. Instead, you will receive an account statement, indicating the number of shares of People’s United Financial common stock purchased by you. As soon as practicable following the completion of the conversion, an account statement will be mailed by our transfer agent to the registration address you note on the stock order form. You may choose to continue to hold your shares in book-entry form with the transfer agent. If you would prefer to have a stock certificate or would prefer to transfer your book-entry shares to a brokerage account, you may do so, as described on the account statement. Until purchasers have received their account statements, they may not be able to sell the shares of common stock which they ordered, even though the common stock will have commenced trading.

If you are currently a stockholder of People’s Bank, see “—Public Stockholders Will Receive Shares Through The Exchange of People’s Bank Common Stock.”

You May Not Sell Or Transfer Your Subscription Rights.

Office of Thrift Supervision regulations prohibit you from transferring your subscription rights. Your subscription rights may only be exercised by you for your own account. Common stock may also be registered to you or in the name of a trust for which you are the sole beneficiary or sole income beneficiary. For this purpose, an individual retirement account that is held as a custodial account is deemed to be a trust. When completing your stock order form, you should not add the name(s) of persons who do not have subscription rights or who qualify in a lower subscription priority than you do. If you do so, you will lose your subscription rights. If you order shares of common stock in the subscription offering, you will be required to certify on the stock order form that you are purchasing shares solely for

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your own account and that you have no agreement or understanding to sell or transfer your subscription rights or the shares of common stock to be issued upon their exercise. The regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase subscription rights or shares of common stock to be issued upon their exercise. We will pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights. We will not honor orders that we believe involve the transfer of subscription rights. In addition, if you attempt to sell or otherwise transfer your subscription rights, you may be subject to criminal prosecution and/or other sanctions.

Stock Information Center.

If you have any questions regarding the offering or the conversion, please call our Stock Information Center, at [                    ], from 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday. The Stock Information Center is closed on weekends and bank holidays. The Stock Information Center is located at our executive offices at 850 Main Street, Bridgeport, Connecticut. Our banking and other offices will not have offering materials and cannot accept completed stock order forms or proxy cards.

To ensure that you receive a prospectus at least 48 hours before the offering deadline, we may not mail prospectuses any later than five days prior to the offering deadline or hand-deliver any prospectus later than two days prior to the offering deadline. Stock order forms may only be distributed with or preceded by a prospectus.

By signing the stock order form, you are acknowledging your receipt of a prospectus and your understanding that the shares are not a deposit account and are not insured or guaranteed by People’s Mutual Holdings, People’s United Financial, People’s Bank, the Federal Deposit Insurance Corporation or any other federal or state governmental agency.

We will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights. The subscription offering and all subscription rights are expected to expire at 11:00 a.m., Eastern Time, on [                    ] 2007, whether or not we have been able to locate each person entitled to subscription rights.

The Syndicated Offering

We are also offering any shares of our common stock not subscribed for by our depositors in the subscription offering for sale to the general public in a syndicated offering through a syndicate of selected dealers. We may begin the syndicated offering at any time following the commencement of the subscription offering. Morgan Stanley & Co. Incorporated is acting as sole book-running manager and Ryan Beck & Co., Inc. is acting as joint lead manager for the syndicated offering, which is being conducted on a best efforts basis. The syndicated offering will terminate no later than 45 days after the expiration of the subscription offering, unless extended by us with approval of the Office of Thrift Supervision. None of Morgan Stanley & Co. Incorporated, Ryan Beck & Co., Inc. or any other member of the syndicate is required to purchase any shares in the syndicated offering. Alternatively, we may sell any remaining shares in an underwritten public offering, which would be conducted on a firm commitment basis. For further information on the syndicated offering and any underwritten public offering, see “The Conversion and Offering—Syndicated Offering/Underwritten Public Offering.”

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The People’s Community Foundation

Charitable contributions are one way that we demonstrate our commitment to the betterment of our local communities. In order to maximize the impact of funds that we contribute, our policy has been to focus on charitable giving in the following areas: affordable housing, community development and youth development in the state of Connecticut. In 2005, People’s Bank and People’s Mutual Holdings contributed approximately $1.5 million to a variety of charitable causes.

To continue our long-standing commitment to our local communities, we intend to establish a charitable foundation, The People’s Community Foundation, as a non-stock Delaware corporation in connection with the conversion. We will fund the charitable foundation with 2,000,000 shares of People’s United Financial common stock and $20.0 million in cash from the net offering proceeds. The shares of common stock contributed to the charitable foundation will be issued in addition to the shares being offered for sale in the offering and will not be included in determining whether the minimum number of shares of common stock has been sold in order to complete the offering. Our contribution to the charitable foundation would reduce net earnings by $39.6 million, after tax, in 2007.

The purpose of The People’s Community Foundation will be to make grants and donations to non-profit and community groups and projects located within our market area. It is anticipated that The People’s Community Foundation will distribute at least 5% of its net investment assets each year. The governing board of the foundation will develop detailed plans, policies and procedures for soliciting and accepting grant applications.

Currently, there are no plans to make further contributions to the charitable foundation in the future. The amount of common stock that we offer for sale in the offering would be greater if the offering were to be completed without the contribution to The People’s Community Foundation. The establishment and funding of the charitable foundation requires the affirmative vote of a majority of the votes eligible to be cast by People’s Bank’s depositors and the affirmative vote of a majority of the stockholders of People’s Bank, excluding People’s Mutual Holdings. If these approvals are not obtained, the foundation will not be established and the shares of People’s United Financial common stock we intend to issue to the foundation will remain unissued. The charitable foundation will be required to vote its shares in the same ratio as all other shares of the common stock on all proposals considered by People’s United Financial’s stockholders.

Issuing shares of common stock to the charitable foundation will:

For a further discussion of the financial impact of the charitable foundation, including its effect on those who purchase shares in the offering, see “Risk Factors—The Contribution To The People’s Community Foundation Will Hurt Our Profits For 2007 And Dilute Your Ownership Interest,” “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation” and “The People’s Community Foundation.”

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