Exhibit 10.12(a)



 Exhibit 10.12(a) 
 SECOND AMENDMENT TO THE 
 PEOPLE’S UNITED BANK NONQUALIFIED SAVINGS
AND RETIREMENT PLAN 
 WHEREAS, People’s United Bank, a federally chartered savings bank (the “Bank”),
maintains the People’s United Bank Nonqualified Savings and Retirement Plan for a select group of management or highly compensated employees who meet certain qualifications (the “Plan”); and 

WHEREAS, the Bank has determined to amend the Plan to conform to amendments to the People’s United Bank Employees’
Retirement Plan, which plan will no longer recognize a member’s “credited service” performed after December 31, 2011 (with limited exception for vesting and early retirement eligibility) or changes to his “final average
pay” after that date; and 
 WHEREAS, the Bank has determined to amend the Plan to conform to amendments to the
People’s United Bank 401(k) Employee Savings Plan, which amendments to that plan (i) expanded eligibility for “employer retirement contributions” to include, for Plan years on and after January 1, 2012, employees whose
initial hire dates occurred before August 14, 2006, and (ii) eliminated for Plan Years on and after January 1, 2012, a provision for discretionary matching contributions; and 

WHEREAS, the Bank, by action of the Human Resources Committee has reserved the right to make amendments from time to time to the
Plan pursuant to Article XIII thereof; and 
 WHEREAS, the undersigned officer has been duly authorized to execute such
amendments. 
 NOW, THEREFORE, the Bank hereby amends the Plan as follows, effective January 1, 2012, except as
otherwise provided herein: 
  

	 	1.	Section 2.18 of the Plan, defining “Enhanced Benefit Contribution” is amended to add the following at the end thereof, effective for Plan Years beginning
on or after January 1, 2012: 

 “No Enhanced Benefit Contribution shall be made for any Plan Year
beginning after December 31, 2011.” 
  

	 	2.	Section 2.21 of the Plan defining “401(k) Maximum Discretionary Employer Contribution” is amended to add the following, at the end thereof effective for Plan
Years beginning on or after January 1, 2012: 

 “Notwithstanding the foregoing, no Discretionary Employer
Contribution shall be made to the Plan for any Plan Year beginning on or after January 1, 2012.” 
  

	 	3.	Section 3.4 of the Plan is amended to read as follows, effective for Plan Years beginning on or after January 1, 2012: 


“(a) On or after August 14, 2006, an employee of the Bank with a salary grade equal to or higher than the Minimum Salary Grade
who is not entitled after August 13, 2006 to accrue credited service under the Retirement Plan shall become a Participant with respect to, or, if the employee is already a Participant in the Plan, shall become eligible to receive, Restoration
Benefit Contributions in accordance with Section 4.6. 







 (b) For the avoidance of doubt, for the period beginning August 14, 2006 through
December 31, 2011 the terms of subsection (a) of this Section 3.4 are to be interpreted so that a Participant who is eligible to accrue a benefit under the Retirement Plan and who continues to accrue credited service thereunder will
not be eligible to receive Restoration Benefit Contributions under this Plan. 
 (c) For Plan Years beginning on and after
January 1, 2012, upon the cessation of benefit accruals under the People’s United Bank Employees’ Retirement Plan, the terms of subsection (a) of this Section 3.4 apply to all employees of the Bank who have a salary grade
equal to or higher than the Minimum Salary Grade (whether hired before, on or after August 14, 2006).” 
  

	 	4.	Section 3.5 of the Plan is amended to add the following at the end thereof effective for Plan Years beginning on or after January 1, 2012:


 “Effective for Plan Years beginning on or after January 1, 2012, Enhanced Benefit Contributions will
no longer be made to the Plan.” 
  

	 	5.	Section 4.5(a) of the Plan is deleted in its entirety and the following is substituted effective for Plan Years beginning on or after January 1, 2012:


 “(a) As soon as practicable at or after the end of each Plan Year the Bank shall determine for such Plan
Year for each Participant his Election Match Compensation and his 401(k) Maximum Basic Employer Contribution. In the case of a Participant whose employment terminates prior to the end of a Plan Year, the Bank shall determine the Election Match
Compensation and the 401(k) Maximum Basic Employer Contribution for such Participant for that portion of the Plan Year during which the Participant was employed, as soon as practicable at or after the date the Participant’s employment was
terminated.” 
  

	 	6.	Section 4.5(b) is amended by deleting therefrom the portion of the sentence that begins with the phrase “the lesser of” and substituting therefor the
following: 

 “the sum of (A) the lesser of (x) 4% of such Participant’s Basic Election Match
Compensation or (y) such Participant’s Participant contributions pursuant to this Article IV for such Plan Year with respect to his Basic Election Match Compensation, plus (B) the lesser of (x) 4% of such Participant’s STIP
Election Match Compensation or (y) such Participant’s Participant Contributions pursuant to this Article IV for such Plan Year with respect to his STIP Election Match Compensation; provided, however, that such matching contribution shall
not be less than zero. For purposes of this subsection (b), the term “Basic Election Match Compensation” means the Participant’s Election Match Compensation for the Plan Year excluding any STIP bonus actually received during such
year; and the term “STIP Election Match Compensation” means the Participant’s Election Match Compensation excluding his Basic Election Match Compensation.” 

  
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	 	7.	Section 4.5(c) of the Plan is amended to add the following at the end thereof effective for Plan Years beginning on or after January 1, 2012:


 “Notwithstanding the foregoing, no Discretionary Matching Employer Contribution shall be made to the Plan
for any Plan Year beginning on or after January 1, 2012.” 
  

	 	8.	Section 4.7(a) of the Plan is deleted in its entirety and the following is substituted therefor effective December 31, 2011: 


“(a) On and after August 14, 2006, through the Plan Year ended December 31, 2011, the Bank shall credit Enhanced Benefit
Contributions to the Deferral Account of each employee of the Bank with a salary grade equal to or higher than the Minimum Salary Grade who (i) was hired by the Bank after August 13, 2006, or (ii) first attained a salary grade equal
to or higher than the Minimum Salary Grade after March 1, 2008, provided, in both cases, the employee was actively employed by the Bank at the end of the applicable Plan Year. In order to be eligible to begin receiving Enhanced Benefit
Contributions, the Participant must have completed one “Year of Employer Retirement Contribution Eligibility Service” as defined under the 401(k) Plan and only Election Match Compensation received the first day of the month after
satisfaction of the service requirement was considered for that Plan Year. No Enhanced Benefit Contributions will be made for Plan Years beginning January 1, 2012, and after.” 

  
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 IN WITNESS WHEREOF, the Committee and the Bank, acting by its duly authorized
officer, hereby executes this amendment to be effective as herein provided. 
  

			
	PEOPLE’S UNITED BANK
		
	By:	 	 /s/ Robert. E. Trautmann

		 	 Robert. E. Trautmann
 Senior
Executive Vice President and General Counsel

		
	Date:	 	 12/23/11