People's United Financial, Inc. 2007 Stock Option Plan



 Exhibit 10.27 
 PEOPLE’S UNITED FINANCIAL, INC. 
 2007 STOCK OPTION PLAN 
  

 Effective as of October 18, 2007 







 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page
	ARTICLE I
	
	PURPOSE
			
	 Section 1.1
	 	General Purpose of the Plan.	  	1
	
	ARTICLE II
	
	DEFINITIONS
			
	 Section 2.1
	 	Bank	  	1
	 Section 2.2
	 	Board	  	1
	 Section 2.3
	 	Change of Control	  	1
	 Section 2.4
	 	Code	  	3
	 Section 2.5
	 	Committee	  	3
	 Section 2.6
	 	Company	  	3
	 Section 2.7
	 	Disability	  	3
	 Section 2.8
	 	Disinterested Board Member	  	3
	 Section 2.9
	 	Effective Date	  	3
	 Section 2.10
	 	Eligible Director	  	3
	 Section 2.11
	 	Eligible Employee	  	3
	 Section 2.12
	 	Employer	  	3
	 Section 2.13
	 	Exchange Act	  	3
	 Section 2.14
	 	Exercise Price	  	3
	 Section 2.15
	 	Fair Market Value	  	3
	 Section 2.16
	 	Family Member	  	4
	 Section 2.17
	 	OTS Regulations	  	4
	 Section 2.18
	 	Incentive Stock Option	  	4
	 Section 2.19
	 	Non-Profit Organization	  	4
	 Section 2.20
	 	Non-Qualified Stock Option	  	4
	 Section 2.21
	 	Option	  	4
	 Section 2.22
	 	Option Period	  	4
	 Section 2.23
	 	Person	  	4
	 Section 2.24
	 	Plan	  	4
	 Section 2.25
	 	Retirement	  	5
	 Section 2.26
	 	Service	  	5
	 Section 2.27
	 	Share	  	5
	 Section 2.28
	 	Termination for Cause	  	5
	
	ARTICLE III
	
	AVAILABLE SHARES
			
	 Section 3.1
	 	Available Shares.	  	5

  

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	 Section 3.2
	 	No Repricing.	  	6
	
	ARTICLE IV
	
	ADMINISTRATION
			
	 Section 4.1
	 	Committee.	  	6
	 Section 4.2
	 	Committee Action.	  	6
	 Section 4.3
	 	Committee Responsibilities.	  	7
	
	ARTICLE V
	
	STOCK OPTION GRANTS
			
	 Section 5.1
	 	Grant of Options.	  	7
	 Section 5.2
	 	Size of Option.	  	8
	 Section 5.3
	 	Exercise Price.	  	8
	 Section 5.4
	 	Option Period.	  	8
	 Section 5.5
	 	Required Regulatory Provisions.	  	8
	 Section 5.6
	 	Additional Restrictions on Incentive Stock Options.	  	10
	
	ARTICLE VI
	
	OPTIONS — IN GENERAL
			
	 Section 6.1
	 	Method of Exercise.	  	11
	 Section 6.2
	 	Limitations on Options.	  	12
	
	ARTICLE VII
	
	AMENDMENT AND TERMINATION
			
	 Section 7.1
	 	Termination.	  	12
	 Section 7.2
	 	Amendment.	  	13
	 Section 7.3
	 	Adjustments in the Event of a Business Reorganization.	  	13
	
	ARTICLE VIII
	
	MISCELLANEOUS
			
	 Section 8.1
	 	Status as an Employee Benefit Plan.	  	13
	 Section 8.2
	 	No Right to Continued Employment.	  	14
	 Section 8.3
	 	Construction of Language.	  	14
	 Section 8.4
	 	Governing Law.	  	14
	 Section 8.5
	 	Headings.	  	14
	 Section 8.6
	 	Non-Alienation of Benefits.	  	14
	 Section 8.7
	 	Taxes.	  	14
	 Section 8.8
	 	Notices.	  	15
	 Section 8.9
	 	Required Regulatory Provisions.	  	15
	 Section 8.10
	 	Approval of Shareholders.	  	15

  

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 PEOPLE’S UNITED FINANCIAL, INC. 
 2007 STOCK OPTION PLAN 
 ARTICLE I 
 PURPOSE 
 Section 1.1 General Purpose of the Plan. 
 The purpose of the Plan is to promote the growth and
profitability of People’s United Financial, Inc., to provide eligible directors, certain key officers and employees of People’s United Financial, Inc. and its affiliates with an incentive to achieve corporate objectives, to attract and
retain individuals of outstanding competence, to recognize the contributions of directors, key officers and employees in achieving business objectives, and to provide such individuals with an equity interest in People’s United Financial, Inc.

 ARTICLE II 
 DEFINITIONS 
 The following definitions shall apply for the purposes of this Plan, unless a different meaning is plainly
indicated by the context: 
 Section 2.1 Bank means People’s United Bank and any successor
thereto. 
 Section 2.2 Board means the Board of Directors of the Company. 
 Section 2.3 Change of Control means any of the following events: 
 (a) the consummation of a reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following
which: 
 (i) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially
owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) at least 51% of the outstanding equity ownership interests in the Company; and 
 (ii) at least 51% of the
securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative
proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the
Company; 







 (b) the acquisition of all or substantially all of the assets of the Company or beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert; 

(c) a complete liquidation or dissolution of the Company; 
 (d) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups: 
 (i) individuals who were members of the Board of Directors of the Company on the Effective Date; or 
 (ii) individuals who first became members of the Board of Directors of the Company after the Effective Date either: 
 (A) upon election to serve as a member of the Board of Directors of the Company by affirmative vote of at least three-quarters of the
members of such board, or of a nominating committee thereof, in office at the time of such first election; or 
 (B) upon
election by the shareholders of the Company to serve as a member of such board, but only if nominated for election by affirmative vote of at least three-quarters of the members of the Board of Directors of the Company, or of a nominating committee
thereof, in office at the time of such first nomination; 
 provided, however, that such individual’s election or nomination did
not result from an actual or threatened election contest or other actual or threatened solicitation of proxies or consents other than by or on behalf of the Board of Directors of the Company; 
 (e) approval by the stockholders of the Company of any agreement, plan or arrangement for the consummation of a transaction which, if consummated, would
result in the occurrence of an event described in section 2.3(a), (b), (c) or (d); or 
 (f) any event which would be described in
section 2.3(a), (b), (c), (d) or (e) if the term “Bank” were substituted for the terms “Company” therein. 
 In
no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or any subsidiary of either of
them, or by any employee benefit plan maintained by any of them. For purposes of this section 2.3, the term “person” shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act. 
  

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 Section 2.4 Code means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law). 
 Section 2.5 Committee means the
Committee described in section 4.1. 
 Section 2.6 Company means People’s United Financial,
Inc., a Delaware corporation, and any successor thereto. 
 Section 2.7 Disability means a
condition of total incapacity, mental or physical, for further performance of duty with an Employer which the Committee shall have determined, on the basis of competent medical evidence, is likely to be permanent. 
 Section 2.8 Disinterested Board Member means a member of the Board who (a) is not a current employee of
the Company or a subsidiary, (b) is not a former employee of the Company who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, (c) has not been an officer of the
Company, (d) does not receive remuneration from the Company or a subsidiary, either directly or indirectly, in any capacity other than as a director except in an amount for which disclosure would not be required pursuant to Item 404(a) of
the proxy solicitation rules of the Securities and Exchange Commission and (e) does not possess an interest in any other transaction, and is not engaged in a business relationship, for which disclosure would be required pursuant to
Item 404(a) or (b) of the proxy solicitation rules of the Securities and Exchange Commission. The term Disinterested Board Member shall be interpreted in such manner as shall be necessary to conform to the requirements of section 162(m) of
the Code and Rule 16b-3 promulgated under the Exchange Act. 
 Section 2.9 Effective Date means
October 18, 2007. 
 Section 2.10 Eligible Director means a member of the board of directors
or an advisory board of an Employer who is not also an employee or an officer of any Employer. 
 Section 2.11
Eligible Employee means any employee whom the Committee may determine to be a key officer or employee of an Employer and select to receive a grant of an Option pursuant to the Plan. 
 Secton 2.12 Employer means the Company, the Bank and any successor thereto and, with the prior approval of the
Board, and subject to such terms and conditions as may be imposed by the Board, any other savings bank, savings and loan association, bank, corporation, financial institution or other business organization or institution. With respect to any
Eligible Employee or Eligible Director, the Employer shall mean the entity which employs such person or upon whose board of directors or advisory board such person serves. 
 Section 2.13 Exchange Act means the Securities Exchange Act of 1934, as amended. 
 Section 2.14 Exercise Price means the price per Share at which Shares subject to an Option may be purchased
upon exercise of the Option, determined in accordance with section 5.3. 
 Section 2.15 Fair Market
Value means, with respect to a Share on a specified date: 
  

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 (a) the mean between the high and low selling prices at which Shares are traded on the principal
securities exchange (as that term is used in Section 6 of the Exchange Act) on which the Shares are traded on such date or, if Shares are not traded on such exchange on that date, the mean between the high and low selling prices at which Shares
were traded on such exchange on the most recent day on which Shares were so traded; or 
 (b) if the Shares are not listed or admitted to
trading on any such exchange, and prices of trades in Shares are regularly reported by the National Association of Securities Dealers Automated Quotations System, the mean between the high and low selling prices for Shares on such date as reported
by such system, or, if no high or low selling prices for Shares are reported by such system for such date, then the mean between the high and low selling prices for Shares reported by such system for the most recent day in respect of which both high
and low selling prices are quoted; or 
 (c) if sections 2.15(a) and (b) are not applicable, the fair market value of a Share as the
Committee may determine. 
 Section 2.16 Family Member means the spouse, parent, child or sibling
of an Eligible Director or Eligible Employee. 
 Section 2.17 OTS Regulations means the rules and
regulations of the Office of Thrift Supervision. 
 Section 2.18 Incentive Stock Option means a
right to purchase Shares that is granted to Eligible Employees pursuant to section 5.1, that is designated by the Committee to be an Incentive Stock Option and that is intended to satisfy the requirements of section 422 of the Code. 
 Section 2.19 Non-Profit Organization means any organization which is exempt from federal income tax under
section 501(c)(3), (4), (5), (6), (7), (8) or (10) of the Internal Revenue Code. 
 Section 2.20
Non-Qualified Stock Option means a right to purchase Shares that is either (a) granted to an Eligible Director or (b) granted to an Eligible Employee and either (i) is not designated by the Committee to be an Incentive
Stock Option, or (ii) does not satisfy the requirements of section 422 of the Code. 
 Section 2.21
Option means either an Incentive Stock Option or a Non-Qualified Stock Option granted under the Plan. 
 Section 2.22 Option Period means the period during which an Option may be exercised, determined in accordance with section 5.4. 
 Section 2.23 Person means an individual, a corporation, a bank, a savings bank, a savings and loan association,
a financial institution, a partnership, an association, a joint-stock company, a trust, an estate, an unincorporated organization and any other business organization or institution. 
 Section 2.24 Plan means the People’s United Financial, Inc. 2007 Stock Option Plan, as amended from time
to time. 
  

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 Section 2.25 Retirement means with respect to an Eligible
Employee, termination of all service for all Employers as an employee at or after the normal or early retirement date set forth in any tax-qualified retirement plan of the Bank, whether or not the individual in question actually participates in any
such tax-qualified plan of the Bank, and in the case of an Eligible Director, termination of all service for all Employers as a voting member of the Employer’s board of directors after the attainment of the latest age at which the Eligible
Director is eligible for election or appointment as a voting member of the Employer’s board of directors under the Employer’s charter or by-laws. 
 Section 2.26 Service means service for an Employer as an employee in any capacity, and service as a director or
emeritus director or advisory director of an Employer. 
 Section 2.27 Share means a share of
Common Stock, par value $.01 share, of People’s United Financial, Inc. 
 Section 2.28 Termination for
Cause means termination of service or removal from office with the Employer upon the occurrence of any of the following: (a) the individual intentionally engages in dishonest conduct in connection with his performance of services
for the Employer resulting in his conviction of a felony; (b) the individual is convicted of, or pleads guilty or nolo contendere to, a felony or any crime involving moral turpitude; (c) the individual breaches his fiduciary duties to the
Employer for personal profit; or (d) the individual willfully breaches or violates any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order in connection with his performance of services
for the Employer. 
 ARTICLE III 
 AVAILABLE SHARES 
 Section 3.1 Available Shares. 
 (a) The maximum aggregate number of Shares with respect to which Options may be granted at any time shall be equal to the excess of: 
 (i) 15,244,796 Shares; over 
 (ii) the sum of: 
 (A) the number of Shares with respect to which previously granted Options
may then or may in the future be exercised; plus 
 (B) the number of Shares with respect to which previously granted Options
have been exercised; 
 subject to adjustment pursuant to section 7.3. 
 (b) Options to purchase an aggregate maximum of 4,573,438 Shares (subject to adjustment pursuant to section 7.3) may be granted to Eligible Directors,
and Options to purchase a maximum of 762,239 Shares (subject to adjustment pursuant to section 7.3) may be granted to any one Eligible Director. 
  

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 (c) Options to purchase an aggregate maximum of 15,244,796 Shares (subject to adjustment pursuant to
section 7.3) may be granted to Eligible Employees, and Options to purchase a maximum of 3,811,199 Shares (subject to adjustment pursuant to section 7.3) may be granted to any one Eligible Employee. 
 (d) For purposes of this section 3.1, an Option shall not be considered as having been exercised to the extent that such Option terminates by reason
other than the purchase of related Shares; provided, however, that for purposes of meeting the requirements of section 162(m) of the Code, no Eligible Employee who is a covered employee (within the meaning of section 162(m) of the Code) shall
receive grants of Options for an aggregate number of Shares that is in excess of the amount specified for him under this section 3.1, computed as if any Option which is canceled or forfeited reduced the maximum number of Shares. 
 Section 3.2 No Repricing. 
 Except as provided in section 7.3, without the affirmative vote of holders of a majority of the Shares cast in person or by proxy at a meeting of shareholders of the Company at which a quorum representing a majority
of all outstanding Shares is present or represented by proxy, the Board shall not approve a program providing for either (a) the cancellation of outstanding Options and the grant in substitution therefore of any new awards, including
specifically any new Options having a lower Exercise Price or (b) the amendment of outstanding Options to reduce the exercise price thereof. 
 ARTICLE IV 
 ADMINISTRATION 
 Section 4.1 Committee. 
 The Plan shall be administered by the Compensation and Nominating Committee (the “Committee”) or such other committee of the Board that is designated and empowered to perform the functions of the Committee,
and shall be composed of not fewer than two Disinterested Board Members. 
 Section 4.2 Committee
Action. 
 The Committee shall hold such meetings, and may make such administrative rules and regulations, as it may deem proper.
A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meeting at which a quorum is present, as well as actions taken pursuant to the unanimous written consent
of all of the members of the Committee without holding a meeting, shall be deemed to be actions of the Committee. Subject to the terms and conditions of the Plan and such limitations as may be imposed by the Board, all actions of the Committee shall
be final and conclusive and shall be binding upon the Company and all other interested parties. Any Person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed
by the Chair of the Committee and one member of the Committee, by two members of the Committee or by a representative of the Committee authorized to sign the same in its behalf. 
  

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 Section 4.3 Committee Responsibilities. 
 Subject to the terms and conditions of the Plan and such limitations as may be imposed by the Board, the Committee shall be responsible for the overall
management and administration of the Plan and shall have such authority as shall be necessary or appropriate in order to carry out its responsibilities, including, without limitation, the authority: 
 (a) to interpret and construe the Plan, and to determine all questions that may arise under the Plan as to eligibility for participation in the Plan, the
number of Shares subject to the Options, if any, to be granted, and the terms and conditions thereof; 
 (b) to adopt rules and regulations
and to prescribe forms for the operation and administration of the Plan; and 
 (c) to take any other action not inconsistent with the
provisions of the Plan that it may deem necessary or appropriate. 
 ARTICLE V 
 STOCK OPTION GRANTS 
 Section 5.1 Grant of
Options. 
 (a) Subject to the limitations of the Plan, the Committee may, in its discretion, grant to an Eligible Employee or an
Eligible Director an Option to purchase Shares. An Option for Eligible Employees must be designated as either an Incentive Stock Option or a Non-Qualified Stock Option and, if not designated as either, shall be a Non-Qualified Stock Option. An
Option for an Eligible Director shall be a Non-Qualified Stock Option. 
 (b) Any Option granted under this section 5.1 shall be evidenced by
a written agreement which shall: 
 (i) specify the number of Shares covered by the Option determined in accordance with
section 5.2; 
 (ii) specify the Exercise Price, determined in accordance with section 5.3, for the Shares subject to the
Option; 
 (iii) specify the Option Period determined in accordance with section 5.4; 
 (iv) set forth specifically or incorporate by reference the applicable provisions of the Plan; and 
 (v) contain such other terms and conditions not inconsistent with the Plan as the Committee may, in its discretion, prescribe with respect
to an Option granted to an Eligible Employee or an Eligible Director. 
  

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 Section 5.2 Size of Option. 
 Subject to section 3.1 and such limitations as the Board may from time to time impose, the number of Shares as to which an Eligible Employee or Eligible
Director may be granted Options shall be determined by the Committee, in its discretion. 
 Section 5.3
Exercise Price. 
 The price per Share at which an Option granted to an Eligible Employee or Eligible Director may be purchased
shall be determined by the Committee, in its discretion; provided, however, that the Exercise Price shall not be less than the Fair Market Value of a Share on the date on which the Option is granted. 
 Section 5.4 Option Period. 
 Subject to section 5.5, the Option Period during which an Option granted to an Eligible Employee may be exercised shall commence on the date specified by the Committee in the Option agreement and shall expire on the
date specified in the Option agreement or, if no date is specified, on the earliest of: 
 (a) in the case of an Option granted to an Eligible
Employee: 
 (i) the close of business on the last day of the three-month period commencing on the date of the Eligible
Employee’s termination of employment with the Employer, other than on account of death or Disability, Retirement or a Termination for Cause; 
 (ii) the close of business on the last day of the one-year period commencing on the date of the Eligible Employee’s termination of employment due to death, Disability or Retirement; 
 (iii) the date and time when the Eligible Employee ceases to be an employee of the Employer due to a Termination for Cause; and

 (iv) the last day of the ten-year period commencing on the date on which the Option was granted; and 
 (b) in the case of an Option granted to an Eligible Director: 
 (i) the date and time when an Eligible Director shall have been removed for cause in accordance with the Employer’s charter or
by-laws; or 
 (ii) the last day of the ten-year period commencing on the date on which the Option was granted. 
 Section 5.5 Required Regulatory Provisions. 
 Notwithstanding anything contained herein to the contrary: 
  

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 (a) no Option shall be granted to an Eligible Employee or Eligible Director under the Plan prior to
shareholder approval in accordance with section 8.10; 
 (b) each Option granted to an Eligible Employee or Eligible Director shall become
exercisable no more rapidly than as follows: 
 (i) prior to the first anniversary of the grant date, an Option shall not be
exercisable; 
 (ii) on and after the first anniversary, but prior to the second anniversary, of the grant date, an Option may
be exercised as to a maximum of twenty percent (20%) of the Shares subject to the Option when granted; 
 (iii) on and
after the second anniversary, but prior to the third anniversary, of the grant date, an Option may be exercised as to a maximum of forty percent (40%) of the Shares subject to the Option when granted, including in such forty percent
(40%) any optioned Shares purchased prior to such second anniversary; 
 (iv) on and after the third anniversary, but
prior to the fourth anniversary, of the grant date, an Option may be exercised as to a maximum of sixty percent (60%) of the Shares subject to the Option when granted, including in such sixty percent (60%) any optioned Shares purchased
prior to such third anniversary; 
 (v) on and after the fourth anniversary, but prior to the fifth anniversary, of the grant
date, an Option may be exercised as to a maximum of eighty percent (80%) of the Shares subject to the Option when granted, including in such eighty percent (80%) any optioned Shares purchased prior to such fourth anniversary; and

 (vi) on and after the fifth anniversary of the grant date and for the remainder of the Option Period, an Option may be
exercised as to the entire number of optioned Shares not theretofore purchased; 
 to the extent that any Option shall not have become
exercisable and vested prior to the date on which the Option holder terminates Service with an Employer, such Option shall not thereafter become exercisable provided, however, that such an Option shall become fully exercisable, and all
optioned Shares not previously purchased shall become available for purchase, on the date of the Option holder’s death, Disability or upon a Change of Control while in the Service of an Employer. Notwithstanding anything in the Plan to the
contrary, section 5.5(b) shall apply in determining the exercisability of Options only if, subject to restrictions contained in the OTS Regulations, no different vesting schedule is established by the Committee and specified in the agreement
evidencing the outstanding Option. 
 (c) The Option Period of any Option granted hereunder, whether or not previously vested, shall be
suspended as of the time and date at which the Option holder has received notice from the Board that his or her employment is subject to a possible Termination for Cause, or in the case of an Eligible Director, removal for cause in accordance with
the Employer’s charter or by-laws. Such suspension shall remain in effect until the Option holder receives official notice from the Board that he or she has been cleared of any possible Termination for Cause, or in the case of an Eligible
Director, removal for cause, at which time, the original Exercise Period shall be reinstated without any adjustment for the intervening suspended period. In the event that the Option Period under section 5.4 

  

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expires during such suspension, the Company shall pay to the Eligible Employee or Eligible Director, as the case may be, within 30 days after his
reinstatement as an employee or director of an Employer, damages equal to the value of the expired Options (based on the Fair Market Value of a Share as of the expiration of the Option Period less the Exercise Price of such Options). 
 (d) No Option granted to an Eligible Employee or Eligible Director hereunder, whether or not previously vested, shall be exercised after the time and
date at which the Option holder’s services with the Employer are terminated in a Termination for Cause, or, in the case of an Eligible Director, removal for cause in accordance with the Employer’s charter or by-laws. 
 Section 5.6 Additional Restrictions on Incentive Stock Options. 
 An Option granted to an Eligible Employee designated by the Committee to be an Incentive Stock Option shall be subject to the following limitations:

 (a) If, for any calendar year, the sum of (i) plus (ii) exceeds $100,000, where (i) equals the Fair Market Value (determined
as of the date of the grant) of Shares subject to an Option intended to be an Incentive Stock Option which first become available for purchase during such calendar year, and (ii) equals the Fair Market Value (determined as of the date of grant)
of Shares subject to any other options intended to be Incentive Stock Options and previously granted to the same Eligible Employee which first become exercisable in such calendar year, then that number of Shares optioned which causes the sum of
(i) and (ii) to exceed $100,000 shall be deemed to be Shares optioned pursuant to a Non-Qualified Stock Option or Non-Qualified Stock Options, with the same terms as the Option or Options intended to be an Incentive Stock Option;

 (b) The Exercise Price of an Incentive Stock Option granted to an Eligible Employee who, at the time the Option is granted, owns Shares
comprising more than 10% of the total combined voting power of all classes of stock of the Company shall not be less than 110% of the Fair Market Value of a Share, and if an Option designated as an Incentive Stock Option shall be granted at an
Exercise Price that does not satisfy this requirement, the designated Exercise Price shall be observed and the Option shall be treated as a Non-Qualified Stock Option; 
 (c) The Option Period of an Incentive Stock Option granted to an Eligible Employee who, at the time the Option is granted, owns Shares comprising more than 10% of the total combined voting power of all classes of
stock of the Company, shall expire no later than the fifth anniversary of the date on which the Option was granted, and if an Option designated as an Incentive Stock Option shall be granted for an Option Period that does not satisfy this
requirement, the designated Option Period shall be observed and the Option shall be treated as a Non-Qualified Stock Option; 
 (d) An
Incentive Stock Option that is exercised during its designated Option Period but more than: 
 (i) three (3) months after
the termination of employment with an Employer (other than on account of disability within the meaning of section 22(e)(3) of the Code or death) of the Eligible Employee to whom it was granted; and 
  

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 (ii) one (1) year after such individual’s termination of employment with an
Employer due to disability (within the meaning of section 22(e)(3) of the Code) or death; 
 may be exercised in accordance with the terms
but shall at the time of exercise be treated as a Non-Qualified Stock Option; and 
 (e) Except with the prior written approval of the
Committee, no individual shall dispose of Shares acquired pursuant to the exercise of an Incentive Stock Option until after the later of (i) the second anniversary of the date on which the Incentive Stock Option was granted, or (ii) the
first anniversary of the date on which the Shares were acquired. 
 ARTICLE VI 
 OPTIONS — IN GENERAL 
 Section 6.1 Method of
Exercise. 
 (a) Subject to the limitations of the Plan and the Option agreement, an Option holder may, at any time during the
Option Period, exercise his or her right to purchase all or any part of the Shares to which the Option relates; provided, however, that the minimum number of Shares which may be purchased at any time shall be 100, or, if less, the
total number of Shares relating to the Option which remain unpurchased. An Option holder shall exercise an Option to purchase Shares by: 
 (i) giving written notice to the Committee, in such form and manner as the Committee may prescribe, of his intent to exercise the Option; 
 (ii) delivering to the Committee full payment, consistent with section 6.1(b), for the Shares as to which the Option is to be exercised;
and 
 (iii) satisfying such other conditions as may be prescribed in the Option agreement. 
 (b) The Exercise Price of Shares to be purchased upon exercise of any Option shall be paid in full in cash (by certified or bank check or such other
instrument as the Company may accept) or, if and to the extent permitted by the Committee, in the form of Shares already owned by the Option holder having an aggregate Fair Market Value on the date the Option is exercised equal to the aggregate
Exercise Price to be paid. Payment for any Shares to be purchased upon exercise of an Option may also be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay the purchase price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. The Committee shall have no
obligation to allow, and may in its sole and absolute discretion decline to allow, the use of any exercise method described in section 6.1(b) in any one or more case or in all cases. 
 (c) When the requirements of section 6.1(a) and (b) have been satisfied, the Committee shall take such action as is necessary to cause the issuance
of a stock certificate evidencing the Option holder’s ownership of such Shares. The Person exercising the Option shall have no right to vote or to receive dividends, nor have any other rights with respect to the Shares, prior to the date as of
which 

  

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such Shares are transferred to such Person on the stock transfer records of the Company, and no adjustments shall be made for any dividends or other rights
for which the record date is prior to the date as of which such transfer is effected, except as may be required under section 7.3. 
 Section 6.2 Limitations on Options. 
 (a) An Option by its terms shall not be transferable by the Option
holder other than to Family Members or Non-Profit Organizations or by will or by the laws of descent and distribution and shall be exercisable, during the lifetime of the Option holder, only by the Option holder, a Family Member or a Non-Profit
Organization. Any such transfer shall be effected by written notice to the Company given in such form and manner as the Committee may prescribe and shall be recognized only if such notice is received by the Company prior to the death of the person
giving it. Thereafter, the transferee shall have, with respect to such Option, all of the rights, privileges and obligations which would attach thereunder to the transferor if the Option were issued to such transferor. If a privilege of the Option
depends on the life, employment or other status of the transferor, such privilege of the Option for the transferee shall continue to depend on the life, employment or other status of the transferor. The Committee shall have full and exclusive
authority to interpret and apply the provisions of this Plan to transferees to the extent not specifically described herein. Notwithstanding the foregoing, an Incentive Stock Option is not transferable by an Eligible Employee other than by will or
the laws of descent and distribution, and is exercisable, during his lifetime, solely by him. 
 (b) The Company’s obligation to deliver
Shares with respect to an Option shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Option holder to whom such Shares are to be delivered, in such form as the Committee
shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence
of any other event eliminating the necessity of such representation. The Company shall not be required to deliver any Shares under the Plan prior to (i) the admission of such Shares to listing on any stock exchange on which Shares may then be
listed, or (ii) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable. 
 ARTICLE VII 
 AMENDMENT AND
TERMINATION 
 Section 7.1 Termination. 
 The Board may suspend or terminate the Plan in whole or in part at any time prior to the tenth anniversary of the Effective Date by giving written notice
of such suspension or termination to the Committee. Unless sooner terminated, the Plan shall terminate automatically on the day preceding the tenth anniversary of the Effective Date. In the event of any suspension or termination of the Plan, all
Options theretofore granted under the Plan that are outstanding on the date of such suspension or termination of the Plan shall remain outstanding and exercisable for the period and on the terms and conditions set forth in the Option agreements
evidencing such Options. 
  

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 Section 7.2 Amendment. 
 The Board may amend or revise the Plan in whole or in part at any time; provided, however, that, to the extent required to comply with
section 162(m) of the Code, no such amendment or revision shall be effective if it amends a material term of the Plan unless approved by an affirmative vote of the holders of a majority of the Shares cast on a proposal to approve such amendment or
revision. 
 Section 7.3 Adjustments in the Event of a Business Reorganization. 
 (a) In the event of any merger, consolidation, or other business reorganization in which the Company is the surviving entity, and in the event of any
stock split, stock dividend or other event generally affecting the number of Shares held by each Person who is then a holder of record of Shares, the number of Shares covered by each outstanding Option and the number of Shares available to any
individual or group of individuals pursuant to section 3.1 shall be adjusted to account for such event. Such adjustment shall be effected by multiplying such number of Shares by an amount equal to the number of Shares that would be owned after such
event by a Person who, immediately prior to such event, was the holder of record of one Share, and the Exercise Price of the Options shall be adjusted by dividing the Exercise Price by such number of Shares; provided, however, that the
Committee may, in its discretion, establish another appropriate method of adjustment. 
 (b) In the event of any merger, consolidation, or
other business reorganization in which the Company is not the surviving entity, any Options granted under the Plan which remain outstanding shall be converted into options to purchase voting common equity securities of the business entity which
survives such merger, consolidation or other business reorganization having substantially the same terms and conditions as the outstanding Options under this Plan and reflecting the same economic benefit (as measured by the difference between the
aggregate exercise price and the value exchanged for outstanding Shares in such merger, consolidation or other business reorganization), all as determined by the Committee prior to the consummation of such merger; provided, however,
that the Committee may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not less than all, outstanding Options be canceled as of the effective date of such merger,
consolidation or other business reorganization in exchange for a cash payment per optioned Share equal to the excess (if any) of the value exchanged for an outstanding Share in such merger, consolidation or other business reorganization over the
Exercise Price of the Option being canceled. 
 ARTICLE VIII 
 MISCELLANEOUS 
 Section 8.1 Status as an Employee
Benefit Plan. 
 This Plan is not intended to satisfy the requirements for qualification under section 401(a) of the Code or to
satisfy the definitional requirements for an “employee benefit plan” under section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. It is intended to be a non-qualified incentive compensation program that is exempt
from the regulatory requirements of the Employee Retirement Income Security Act of 1974, as amended. The Plan shall be construed and administered so as to effectuate this intent. 
  

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 Section 8.2 No Right to Continued Employment. 
 Neither the establishment of the Plan nor any provisions of the Plan nor any action of the Board or the Committee with respect to the Plan shall be held
or construed to confer upon any Eligible Director or Eligible Employee any right to a continuation of his or her position as a director or employee of an Employer. The Employers reserve the right to remove any Eligible Director or dismiss any
Eligible Employee or otherwise deal with any Eligible Director or Eligible Employee to the same extent as though the Plan had not been adopted. 
 Section 8.3 Construction of Language. 
 Whenever appropriate in the Plan, words
used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to an Article or section
number shall refer to an Article or section of this Plan unless otherwise indicated. 
 Section 8.4 Governing
Law. 
 The Plan shall be construed, administered and enforced according to the laws of the State of Delaware without giving
effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by federal law. The Plan shall be construed to comply with applicable OTS Regulations. 
 Section 8.5 Headings. 
 The headings of Articles and sections are included solely for convenience of reference. If there is any conflict between such headings and the text of the Plan, the text shall control. 
 Section 8.6 Non-Alienation of Benefits. 
 The right to receive a benefit under the Plan shall not be subject in any manner to anticipation, alienation or assignment, nor shall such right be liable
for or subject to debts, contracts, liabilities, engagements or torts. 
 Section 8.7 Taxes.

 The Company shall have the right to deduct from all amounts paid by the Company in cash with respect to an Option under the Plan any taxes
required by law to be withheld with respect to such Option. Where any Person is entitled to receive Shares pursuant to the exercise of an Option, the Company shall have the right to require such Person to pay the Company the amount of any tax which
the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the minimum amount required to be withheld under applicable law. 
  

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 Section 8.8 Notices. 
 Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or
waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to
such party at the address listed below, or at such other address as one such party may by written notice specify to the other party: 
 (a) If
to the Committee: 
 People’s United Financial, Inc. 
 850 Main Street 
 Bridgeport, Connecticut 06604 
 Attention: Corporate Secretary 
 (b)
If to an Option holder, to the Option holder’s address as shown in the Employer’s records. 
 Section 8.9 Required Regulatory Provisions. 
 The grant and settlement of Options under this Plan shall be
conditioned upon and subject to compliance with section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. 1828(k), and the rules and regulations promulgated thereunder. 
 Section 8.10 Approval of Shareholders. 
 The Plan shall not be effective or implemented unless approved by the holders of a majority of the total votes eligible to be cast at any duly called
annual or special meeting of the Company in which case the Plan shall be effective as of the later of (a) October 16, 2007 or (b) the date of such approval. No Option shall be granted prior to the date on which the Plan becomes
effective. 
  

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