EXHIBIT 10.20



 Exhibit 10.20 
 THIRD AMENDED AND RESTATED 
 PEOPLE’S BANK 
 DIRECTORS’ EQUITY COMPENSATION PLAN 
 ARTICLE 1 
 Purposes and Definitions 
 1.1 Purposes. The purposes of the Plan are (a) to assist the Bank in attracting and retaining qualified individuals to serve as Directors and
(b) to more closely align the interests of Directors with the interests of the Bank’s stockholders. 
 1.2 Definitions.
Whenever used in the Plan, the following terms shall have the meaning set forth or referenced below: 
  

	 	(a)	“Award” has the meaning set forth in Section 2.2 hereof. 

  

	 	(b)	“Bank” means People’s Bank, a Connecticut state-chartered capital stock savings bank, and any successor thereto. 

  

	 	(c)	“Beneficiary” means any person (including corporations, unincorporated associations or trusts) entitled to receive certificates representing Compensation Shares pursuant
to any provision of this Plan as a result of a Participant’s death. 

  

	 	(d)	“Board” means the board of directors of the Bank. 

  

	 	(e)	“Business Day” means any day other than a Saturday, Sunday or legal holiday. 

  


	 	(f)	“Change in Control” means a Change in Control as defined in Section 3.1(d)(ii). 

  

	 	(g)	“Committee” means the Human Resources Committee of the Board or any successor committee of the Board. 

  

	 	(h)	“Compensation Shares” means shares of Stock issued to a Participant pursuant to this Plan and, where appropriate, includes any securities distributable to the Participant
by reason of his or her ownership of Compensation Shares; provided that any such securities shall, for purposes of Section 3.1, be treated as if they had been issued at the time the Compensation Shares giving rise to such distribution were
first issued (or are deemed to have been issued) to the Participant. 

  

	 	(i)	“Director” means any individual serving on the Board who is not an employee of the Bank, its Parent or any Subsidiary, but does not include an honorary, advisory or
emeritus director. 

  

	 	(j)	“Effective Date” means March 1, 2000. 

  

	 	(k)	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute thereto. 









	 	(l)	“Fair Market Value” means as of a particular date: 

  

	 	(i)	if the Stock is not then listed or admitted to trading on a national securities exchange (as that term is used in Section 6 of the Exchange Act), and prices of trades in Stock
are regularly reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), the mean between the high and low selling prices for Stock on such date as reported by NASDAQ or, in the event no high and low
selling prices for Stock are reported by NASDAQ for such date, then the mean between the high and low selling prices reported by NASDAQ for the most recent day for which both high and low selling prices are so reported; or 


 

	 	(ii)	if the Stock is then listed or admitted to trading on one or more national securities exchanges, the mean between the high and low selling prices at which Stock is traded on the
principal securities exchange on which the Stock is so traded on such date or, if Stock is not so traded on such date, the mean between the high and low selling prices at which Stock was traded on such exchange on the most recent day on which Stock
was so traded; or 

  

	 	(iii)	if neither (i) nor (ii) is applicable, such amount as the Committee shall determine on the basis of such factors as it deems relevant. 

  

	 	(m)	“Interim Award” has the meaning set forth in Section 6.3 hereof. 

  

	 	(n)	“Parent” means People’s Mutual Holdings, a Connecticut state-chartered mutual holding company. 

  

	 	(o)	“Participant” means a Director who is a participant in the Plan. 

  

	 	(p)	“Plan” means (1) the People’s Bank Directors’ Equity Compensation Plan (as the same may have been previously amended and restated) as in effect prior to the
Restatement Effective Date, or (2) the Third Amended and Restated People’s Bank Directors’ Equity Compensation Plan as set forth herein (as it may be amended from time to time), or both, as the context may require.


  

	 	(q)	“Plan Year” means the calendar year. 

  

	 	(r)	“Restatement Effective Date” means April 20, 2006. 

  

	 	(s)	“Stock” means the common stock of the Bank, without par value, or in the case of a consolidation or merger of the Bank with or into any other corporation, such equity
securities for which shares of common stock of the Bank shall have been exchanged. 

  

	 	(t)	“Subsidiary” means any corporation in which the Bank or its Parent owns, directly or indirectly through one or more other Subsidiaries, at least 50% of the total combined
voting power of all classes of stock. 

  

 2 









	 	(u)	“Tax Election” means the written election filed at the option of a Director with the Internal Revenue Service, as described in Section 2.3. 


ARTICLE 2 
 Participation in the Plan 
 2.1 Eligibility All Directors shall be Participants in the Plan. 
 2.2 Annual Grants. Immediately following each annual meeting of the Bank’s stockholders, each Director shall receive a number of Compensation
Shares (an “Award”) determined by (a) dividing $95,000 by the Fair Market Value of a share of Stock on the last business day immediately prior to the date the Award is made, and (b) rounding the result so obtained to the
next-higher whole share. 
 2.3 Optional Tax Election. Each Director receiving an Award of Compensation Shares for a particular Plan
Year may, at his or her option, execute an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his or her taxable income for such Plan Year the value (as of the Award date) of the shares so
awarded. The Tax Election, a form of which is attached as Exhibit B, must be filed with the Internal Revenue Service in accordance with applicable regulations as in effect from time to time. 
 2.4 Shares Reserved. The total number of shares of Stock reserved and available for issuance pursuant to this Plan shall be Four Hundred
Twenty-Five Thousand (425,000) shares, subject to adjustment pursuant to Section 2.7. 
 2.5 Method of Issuance.
Compensation Shares awarded to a Participant shall be represented by one or more certificates registered in the name of the Participant. Certificates representing Compensation Shares shall be held in custody by the Bank until delivered in
accordance with Section 3.1. 
 2.6 Holding Period. A Participant shall not sell, transfer, assign or pledge any Compensation
Shares until such time as certificates representing such shares are delivered to him or her in accordance with Section 3.1. 
 2.7
Adjustments. The total number of shares of Stock reserved for issuance under the Plan shall be adjusted to reflect any stock split, stock dividend, recapitalization, merger, consolidation, corporate reorganization, combination, exchange of
shares of Stock or other similar events affecting the Stock. 
 ARTICLE 3 
 Distributions 
 3.1
Distributions. 
 (a) Certificates representing Compensation Shares shall be delivered to the Participant as of the earlier of
(X) the third anniversary of the date of the annual Award 

  

 3 








 
giving rise to the issuance of the Compensation Shares (or, if not a Business Day, the first Business Day following such anniversary) or (Y) the first
Business Day of the month following the month in which such Participant’s service as a Director ceases. Notwithstanding the foregoing, the Committee may, in its discretion, determine to defer delivery of certificates representing Compensation
Shares to a former Director until such former Director ceases to receive compensation (other than pursuant to this Plan or any other retirement or deferred compensation plan) for service in any capacity to the Bank, the Parent or any Subsidiary,
provided however that in any event delivery of certificates representing Compensation Shares shall not be later than the time prescribed in Section 3.1(a)(X). 
 (b) Any distribution payable with respect to Compensation Shares shall be paid directly to the Participant, except any securities issuable as a distribution with respect to such shares shall be delivered to and held
in custody by the Bank as additional Compensation Shares. 
 (c) (i) Upon the death of a Participant, the Committee shall deliver stock
certificates representing all Compensation Shares issued to such Participant to such person or persons or the survivors thereof, including corporations, unincorporated associations or trusts, as the Participant may have designated. All such
designations shall be made in writing and delivered to the Committee. A Participant may from time to time revoke or change any such designation by written notice to the Committee. In the event of the death of a Participant either prior to
designating a Beneficiary pursuant to this subsection or concurrent with or after the death of such Beneficiary, or in the event of such Beneficiary’s death before delivery to him or her of certificates representing the Compensation Shares,
such certificates shall be delivered to the estate of the later to die of the Participant or his Beneficiary provided that in the event in the designation of his Beneficiary the Participant specified any survival period, no certificates shall be
delivered to such Beneficiary’s estate unless he or she survives such survival period; and further provided that in the event the Participant provides for a contingent Beneficiary, and such contingent Beneficiary is surviving at the time of the
later of the death of the Participant or the expiration of any survival period, but the primary Beneficiary is not then living, such certificates shall be delivered to such contingent Beneficiary. 
       (ii) Any distribution under this subsection (c) shall be made as soon as practicable following the end of the
month in which the Committee is notified of the Participant’s death or is satisfied as to the identity of the appropriate distributee or payee, whichever is later. 
 (d) (i) In the event of a Change in Control, notwithstanding any other provision of this Plan, the Committee shall, as soon as practicable after such Change in Control but in no event later than five
(5) Business Days thereafter, deliver certificates representing all Compensation Shares to the Participant in whose name such certificates are registered. 
       (ii) A Change in Control shall mean the occurrence of any of the following: 
 (1) The Board or the Parent shall approve (A) a merger or consolidation (or series of mergers and consolidations) of the Bank or the Parent with any other 

  

 4 








 
corporation other than (1) a merger or consolidation (or series of mergers and consolidations) which would result in the voting stock (as described in
paragraph (2) of this subsection) of the Bank or its Parent outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting stock of the surviving entity) more than 80 %
percent of the combined voting power of the voting stock of the Bank (or such surviving entity) outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Bank or
its Parent (or similar transaction) in which no “person” (as defined in paragraph (2) of this subsection) acquires more than 20% of the combined voting power of the then outstanding securities of the Bank or its Parent, or
(B) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Bank or its Parent, or (C) the adoption of any plan or proposal for the
liquidation or dissolution of the Bank. 
 (2) Any person (as such term is defined in Section 3(a)(9) and
Section 13(d)(3) of the Exchange Act), corporation, or other entity (other than the Bank, its Parent, or any benefit plan, including, but not limited to; any employee stock ownership plan, sponsored by the Bank, its Parent, or any subsidiary)
shall become the “beneficial owner” (as such term is defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of securities representing 20 percent or more of the combined voting power of the then outstanding securities of
Bank or its Parent ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in paragraph (d) of such Rule l3d-3 in the case of rights to acquire such
securities); or 
 (3) During any period of two consecutive calendar years, individuals who at the beginning of such period
constitute the entire board of directors of the Bank or its Parent, and any new director (excluding a director designated by a person who has entered into an agreement with the Bank or its Parent to effect a transaction described in paragraph
(1) or (2) of this subsection) whose election by the board or nomination for election by the stockholders of the Bank or its Parent was approved by a vote of at least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for election was previously so approved, shall cease for any reason to constitute a majority thereof. 
 ARTICLE 4 
 The Committee 
 4.1 Authority. The Committee shall have full power and authority to administer the Plan, including the power to (i) promulgate forms to be
used with respect to the Plan and authorize payments, (ii) promulgate rules of Plan administration, (iii) settle any disputes as to rights or benefits arising from the Plan, (iv) interpret the terms of the Plan, (v) make such
decisions or take such action as the Committee, in its sole discretion, deems necessary or 

  

 5 








 
advisable to aid in the proper administration of the Plan; and (vi) engage counsel and consultants in order to fulfill its responsibilities and rely on
advice of same. 
 4.2 Elections and Notices. All elections and notices required to be provided to the Committee under the Plan must
be in such form or forms prescribed by, and contain such information as is required by, the Committee. 
 4.3 Allocation of
Responsibilities. The Committee may, in its discretion, allocate responsibilities hereunder among one or more of its members and may delegate responsibilities to any person or persons being selected by it. 
 4.4 Binding Effect of Decisions. The decision or action of the Committee with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and binding upon all persons having any interest in the Plan. 
 ARTICLE 5 
 Miscellaneous 
 5.1 Non-alienation of Benefits. No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit, prior to receipt thereof pursuant to the provisions of the Plan, shall be in any manner liable for or subject to the debts, contracts liabilities, engagements
or torts of the Participant or his Beneficiary. 
 5.2 Book-Entry Shares. In the event the Committee authorizes the issuance pursuant
to this Plan of shares of Stock in book-entry (uncertificated) form, all references herein to the delivery of stock certificates shall be inapplicable. The Bank’s transfer agent shall keep appropriate records indicating the number of shares of
Stock owned by each person to whom shares are issued pursuant to this Plan, the restrictions applicable to such shares of Stock and the duration thereof, and other relevant information. Upon expiration of any applicable restrictions for any reason,
the transfer agent shall effect delivery of such shares of Stock by adjusting its records to reflect the expiration of such restrictions, and by notifying the person in whose name such shares were issued (or his or her Beneficiaries, if applicable)
that such restrictions have lapsed. 
 5.3 Interim Award. In the event an individual becomes a Director otherwise than by election at
an annual meeting of the Bank’s stockholders, the Committee may, in its discretion, grant to such individual an award (an “Interim Award”) pursuant to this Plan. For purposes of Section 3.1(a) hereof, an Interim Award shall be
treated as if it had been made on the date of the last annual meeting of the Bank’s stockholders held prior to the date such individual became a Director. The Committee shall have the discretion to determine the number of Compensation Shares
comprising an Interim Award, but in no event shall the number of Compensation Shares exceed the number of Compensation Shares that would have been awarded as an annual Award pursuant to Section 2.2 hereof follwing the most recent annual meeting
of the Bank’s stockholders. In making such determination, the Committee shall take into consideration the 

  

 6 








 
number of months elapsed between the date of the last annual meeting of the Bank’s stockholders held prior to the date such individual became a Director
and the date such individual became a Director, and such other factors as the Committee may deem appropriate. 
 5.4 Invalidity. If
any term or provision contained herein is to any extent invalid or unenforceable, such term or provision will be reformed so that it is valid, and such invalidity or unenforceability will not affect any other provision or part hereof. 
 5.5 Governing Law. This Plan shall be governed by the laws of the State of Connecticut, without regard to the conflict of law provisions thereof,
to the extent not preempted by federal law. 
 5.6 Amendment, Modification and Termination of the Plan. 
 (a) Subject to the term of subsection (b) hereof, the Board at any time may terminate and in any respect amend or modify the Plan; provided, however,
that no such termination, amendment or modification shall adversely affect the rights of any Participant or Beneficiary, including his rights with respect to Compensation Shares issued prior to such termination, amendment or without his or her
consent. Upon termination of the Plan, the Committee, as soon as is practicable thereafter, shall deliver certificates representing all Compensation Shares issued to each Participant. 
 (b) Notwithstanding the terms of subsection (a) of this Section 5.6, an amendment to or modification of Section 3.1(d) hereof shall become
effective only with the approval of 65% of the Participants and Beneficiaries of deceased Participants who have undistributed Compensation Shares hereunder, provided, however, that in the event there is more than one such Beneficiary with respect to
any individual deceased Participant, such Beneficiaries shall have a single vote which shall be cast as determined by a majority in interest of all Beneficiaries of such deceased Participant. 
 5.7 Successors and Heirs. The Plan and any properly executed elections hereunder shall be binding upon the Bank and Participants, and upon any
assignee or successor in interest to the Bank and upon the heirs, legal representatives and beneficiaries of any Participant. 
 5.8
Status as Stockholders. Compensation Shares are shares of Stock, and each Participant in whose name Compensation Shares have been issued shall have all of the rights of a stockholder, including voting rights, except to the extent specifically
limited by this Plan. 
 5.9 Rights. Participation in this Plan shall not give any Director the right to continue to serve as a member
of the Board or any rights or interests other than as herein provided. 
 5.10 Withholding Taxes. The Bank shall deduct from all
distributions under the Plan any taxes required to be withheld by federal, state, or local governments. 
 5.11 Compliance with Laws.
This Plan and the payments hereunder are subject to compliance with all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental authority as may, in the opinion of counsel for the Bank, be
necessary or advisable in connection therewith. 
  

 7 








 5.12 Plan Construction. 
 (a) Anything in this Plan to the contrary notwithstanding, it is the intent of the Bank that all transactions under the Plan satisfy the applicable
requirements of Rule 16b-3 promulgated under the Exchange Act so that a Director will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act, as amended, as adopted by the Federal Deposit
Insurance Corporation (“FDIC”) and will not be subjected to avoidable liability thereunder. 
 (b) It is intended that the Plan be
and remain a bona fide deferred compensation plan for purposes of Part 359 of FDIC Rules as defined by provisions of FDIC Rule §359.1(d) and the terms of the Plan shall be so construed in the event of any ambiguity. 
 5.13 Headings; Use of Terms. Headings and subheadings in the Plan are inserted for reference only and are not to be considered in the construction
of the Plan. The masculine includes the feminine and the plural includes the singular, unless the context clearly indicates otherwise. 
 5.14 Approval; Effective Date. This Plan was approved by the Board and by the stockholders of the Bank, and became effective on the Effective Date. This Plan, as amended and restated hereby, has been approved by the Board and shall
become effective as of the Restatement Effective Date if it is also approved by the stockholders of the Bank on or prior to that date. 
 5.15 Expiration Date. No further Awards shall be made pursuant to this Plan after the tenth anniversary of the Restatement Effective Date, unless on or prior to such tenth anniversary the stockholders of the Bank have approved an
extension of this Plan to a later date. 
  

 8 








 EXHIBIT A 
 [Form of Tax Election] 
 Election Pursuant to Section 83(b) 
 of the Internal Revenue Code 
 The undersigned hereby
makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986 with respect to the property described in Item 2 below, and supplies the following information in accordance with applicable regulations: 
  

	1.	The name, address and taxpayer identification number of the undersigned are: 

  

									
	Name:	 	  
	  		  	TIN:	  	  

			
	Address:	 	  
	  	

  

	2.	The property with respect to which this election is being made consists of
                     shares of People’s Bank Common Stock, without par value (the “Shares”). 

  

	3.	The Shares were transferred to the undersigned on April     ,
                    . 

  

	4.	The Shares are subject to the following restrictions: 

 The
Shares may not be sold, transferred, assigned or pledged by the undersigned until the earlier to occur of (1) April     ,
                    ; (2) the first business day of the month following the month in which the undersigned ceases to serve as a director
of People’s Bank; or (3) no later than five business days following the occurrence of a “change in control” of People’s Bank, as defined in the Second Amended and Restated People’s Bank Directors’ Equity
Compensation Plan. 
 To facilitate compliance with the foregoing restrictions, certificates representing the Shares will be held in custody
by People’s Bank until the restriction period has expired. 
  

	5.	The fair market value of the Shares at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the
property made the subject of this election is $             per share. 

  

	6.	No payment was made in consideration for the Shares. 

  

	7.	A copy of this statement has been furnished to People’s Bank. 

  

									
	Date:	 	  
	  		  	Signature:	  	  









 FILING INSTRUCTIONS FOR SECTION 83(b) ELECTION FORM 
  

	1.	If you choose to make a Section 83(b) election covering Compensation Shares, you must do the following: 

  

	 	a.	Complete, sign and date two copies of the form; 

  

	 	b.	File one signed copy with the Internal Revenue Service office where you file your personal income tax return; 

  

	 	c.	File the second signed copy with your personal income tax return for the year in which you received the Compensation Shares covered by your election; and 


 

	 	d.	Send a copy of the signed form to: 

 People’s Bank 
 850 Main Street 
 Bridgeport, CT 06604 
 Attn: S. Stanley 
          BC-13 

 

	2.	The filing noted in Item 1(b) above must be made within 30 days following your receipt of the Compensation Shares covered by the election. Compliance with this
deadline is critical, because the election will not be effective if the filing deadline is missed. The copy of the form noted in Item 1(d) should be sent to the Bank at the same time as you make your initial filing with the Internal Revenue
Service. 

  

	3.	Your decision to make or not make a Section 83(b) election covering Compensation Shares issued to you in one year does not affect your ability to make the same or a different
decision regarding a Section 83(b) election in a subsequent year. A Section 83(b) election made or not made in one year does not affect the tax status of any Compensation Shares issued to you in any prior year. 

  

	4.	The decision to make or not make a Section 83(b) election affects your personal income tax situation, and you are responsible for making the required filings. The Bank can not
assume responsibility for filing the election on your behalf. 

  

	5.	You may wish to consult your personal tax adviser before making a decision regarding the advisability of making a Section 83(b) election.