Exhibit 4.1

ISSUING AND PAYING

AGENCY AGREEMENT

between

PEOPLE’S UNITED BANK

as Issuer,

and

THE BANK OF NEW YORK MELLON

as Issuing and Paying Agent and Note Registrar

June 26, 2014

THIS ISSUING AND PAYING AGENCY AGREEMENT, made and dated as of June 26, 2014, between People’s United Bank, a federal stock savings bank, as Issuer (the “Issuer”), and The Bank of New York Mellon, as the Issuing and Paying Agent and Note Registrar (hereinafter sometimes called, in each such capacity, the “Agent”).

WHEREAS, the Issuer intends to issue and sell its 4.000% Subordinated Notes due 2024 (the “Bank Notes”), pursuant to the offering circular, dated June 23, 2014 (the “Offering Circular”);

NOW, THEREFORE, in consideration of the covenants and agreements made herein, the parties hereto agree as follows:

Section 1.  Definitions . The words and terms used herein unless otherwise defined herein shall have the respective meanings assigned to such terms in the Bank Notes.

Section 2.  Appointment and Acceptance . The Issuer hereby appoints The Bank of New York Mellon as Issuing and Paying Agent and Note Registrar with respect to the Bank Notes, upon the terms and conditions set forth herein, and The Bank of New York Mellon hereby accepts such appointment and agrees to perform all of the duties of Issuing and Paying Agent and Note Registrar in accordance with the terms of the Bank Notes and this Agreement.

Section 3.  Form of Note Certificates . The Issuer shall deliver to the Agent completed Bank Notes executed by manual or facsimile signature of an officer of the Issuer duly authorized to execute the Bank Notes together with an order requesting the Agent to authenticate such Bank Notes (an “Authentication Order”). Such Bank Notes will be in such form as the Issuer shall deliver to the Agent.

Any Bank Note bearing the manual or facsimile signature of a person who is duly authorized to execute such Bank Note on the date such signature is affixed shall bind the Issuer after the completion thereof by the Agent notwithstanding that such person shall have ceased to hold his or her office on the date such Bank Note is authenticated and delivered by the Agent.

Unless the Issuer notifies the Agent to the contrary, all Bank Notes will be represented by one note certificate, hereinafter called the “Global Note.” The Global Note shall be registered in the name of a nominee of The Depository Trust Company (“DTC”), as Depositary. Beneficial interests in the Global Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants.

Section 4.  Certificate of Authorized Representatives of the Issuer . The Issuer shall from time to time furnish the Agent with a certificate of the Issuer certifying the incumbency and specimen signatures of representatives of the Issuer authorized to instruct the Agent regarding the completion and delivery of the Bank Notes (each, an “Authorized Representative”). The Agent shall have no responsibility to the Issuer to determine whether a signature of an Authorized Representative is genuine if such signature resembles the specimen signature of such Authorized Representative on such certificate.

Section 5.  Duties of Issuing Agent: Completion, Authentication and Delivery .

(a) The Global Note shall be issued and delivered in accordance with the Blanket Letter of Representations from the Issuer to DTC dated as of May 9, 2014. All instructions regarding the completion and delivery of the Global Note shall be given by an Authorized Representative by facsimile or other means acceptable to the Agent. All Authentication Orders with respect to the completed Global Note delivered for authentication to the Agent shall be in writing and shall be executed by an Authorized Representative. Upon receipt of instructions as described above, the Agent shall:

(1) manually authenticate the Global Note by any one of the officers or employees of the Agent duly authorized and designated by it for such purpose; and

(2) hold the Global Note as custodian for DTC.

(b) The Agent shall incur no liability in acting hereunder upon any instructions or Authentication Order contemplated hereby which the Agent believed in good faith to have been given by an Authorized Representative.

(c) Each instruction or Authentication Order given to the Agent in accordance with this Section 5 shall constitute a representation and warranty to the Agent by the Issuer that the issuance and delivery of the Bank Note or Notes to which the instruction or Authentication Order relates have been duly and validly authorized by the Issuer, that such Bank Note or Notes when completed, authenticated and delivered pursuant hereto, will constitute the legal, valid and binding obligations of the Issuer, and that the Agent’s appointment to act for the Issuer hereunder has been duly authorized by all necessary corporate action of the Issuer.

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Section 6.  Duties of Note Registrar: Registration, Registration of Transfer and Exchange . The Agent, in its capacity as Note Registrar, shall, so long as any of the Bank Notes remain outstanding, subject without limitation to Section 3 above, maintain all records as may be customary or provided to it and shall:

(a) Keep at its Paying Agent Office in Pittsburgh, PA (the “Paying Agent Office”), a register (the “Note Register”) in such form as the Agent may determine, in which, subject to reasonable regulations as it may prescribe, it shall provide for the registration of Bank Notes and of transfers of Bank Notes;

(b) Maintain records showing for each outstanding Bank Note the principal amount and other terms thereof; all subsequent transfers and changes of ownership thereof; and the name, address and tax identification number of the registered holder of such Bank Note (each, a “Holder”);

(c) Record any transfer of Bank Notes the Issuer has approved, it being understood that such approval shall be based solely on matters relating to compliance with federal and state securities laws;

(d) Prepare all such lists of Holders as may be required by the Issuer or any person needing such information and so authorized in writing by the Issuer; and

(e) During regular office hours and upon reasonable prior written notice, make the Note Register available to the Issuer or the Issuer’s duly appointed employee or agent; provided that the Agent shall have no responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, and it shall be fully protected in acting or refraining from acting on any such information provided by DTC.

The Issuer, the Agent and any agent of the Issuer or the Agent may treat the person in whose name a Bank Note is registered (which in the case of a Global Note, shall be DTC or its nominee) as the absolute owner and holder of such Bank Note for all purposes whatsoever, and none of the Issuer, the Agent and any agent of any of them shall be affected by notice to the contrary. Any reference herein and in any Bank Note to the term “holder” of a Bank Note or “registered holder” shall be to the person in whose name a Bank Note is registered in the register maintained for such purposes pursuant to Section 6 hereof. Neither any members of, or participants in, DTC (“Agent Members”) nor any other persons on whose behalf Agent Members may act shall have any rights under this Agreement with respect to any Global Note registered in the name of DTC or any nominee thereof, or under any such Global Note. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Agent or any agent of the Issuer or the Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or such nominee, as the case may be, or impair, as between DTC, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such persons governing the exercise of the rights of a holder of any Global Note. Neither the Agent or the Issuer shall have any responsibility for any actions taken or not taken by DTC.

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Upon surrender for registration of transfer of any Bank Note at the Paying Agent Office, the Issuer shall execute, and the Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bank Notes of authorized denominations (which in no case may be less than $250,000 and integral multiples of $1,000 in excess thereof) and of a like tenor and aggregate principal amount; provided that, unless and until it is exchanged in whole or in part for individual Bank Notes represented thereby, the Global Note may not be transferred except as a whole by DTC to a nominee of DTC, or by a nominee of DTC to DTC or another nominee of DTC, or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary.

If (i) DTC notifies the Issuer in writing that it is unwilling or unable to act as Depositary or DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by the Issuer within 90 days, (ii) the Issuer, at its option, notifies the Agent in writing that it elects to cause the issuance of Bank Notes in definitive form or (iii) any event shall have happened and be continuing that, after notice or lapse of time or both, would constitute an Event of Default with respect to the Bank Notes, then, upon surrender by DTC or a successor depositary of the Global Notes, the Agent shall authenticate and deliver Bank Notes, upon receipt of instructions from the Issuer, of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Note outstanding in exchange for such Global Note, to each person that DTC or a successor depositary identifies as the beneficial owner of the related Bank Notes.

Upon the exchange of the Global Note for Bank Notes in definitive form upon the occurrence of any of the events described above, the Global Note shall be cancelled by the Agent. Bank Notes issued in exchange for the Global Note shall be registered in such names and in such authorized denominations, and delivered to such addresses, as DTC, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Agent in writing. The Agent shall deliver such Bank Notes to the persons in whose names such Bank Notes are registered or to DTC, in fully registered form without coupons in denominations of $250,000 or any amount in excess thereof that is an integral multiple of $1,000. Such Bank Notes may not subsequently be exchanged by a Holder for Bank Notes in denominations of less than $250,000.

In case any Bank Note shall at any time become mutilated, destroyed, lost or stolen and such Bank Note or evidence satisfactory to the Issuer of the loss, theft or destruction thereof (together with indemnity satisfactory to the Agent and the Issuer and such other documents or proof as may be required by the Agent and the Issuer) shall be delivered to the Agent and the Issuer, the Agent shall authenticate and deliver, upon receipt of instructions from the Issuer, a new Bank Note of like tenor in exchange for the Bank Note so mutilated, or in lieu of the Bank Note so destroyed or lost or stolen.

Section 7.  Duties of Paying Agent: Payment of Bank Notes . Payment of principal (and premium, if any) and interest on the Bank Notes shall be made by the Agent in the manner and on the dates specified in the Bank Notes from funds deposited by the Issuer with the Agent for such payments as provided in Section 8. The Agent shall have no obligation to use its own funds for any such payment of principal, premium or interest on the Bank Notes. Payments due at the maturity or redemption of a Bank Note shall be made only upon presentation and

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surrender of such Bank Note. Any money that the Issuer pays to the Agent for the purpose of making payments on the Bank Notes and that remains unclaimed two years after the payments were due will, at the Issuer’s written request, be returned to it. After that time any Holders of such Bank Notes can only look to the Issuer for payment on such Bank Notes.

Section 8.  Deposit of Funds . The Issuer shall deposit with the Agent by 9:30 a.m., New York time (i) on each Interest Payment Date (as such term is defined in such Bank Note) of a Bank Note an amount in immediately available funds sufficient to pay the interest due on such date and (ii) on the Maturity Date (as such term is defined in such Bank Note) or earlier redemption date an amount in immediately available funds sufficient to pay the principal of such Bank Note, the premium due thereon, if any, and the interest accrued thereon to such Maturity Date or redemption date, as the case may be. The Agent shall clearly identify in its books and records funds relating to the Bank Notes.

Section 9.  Fees and Expenses of the Agent . The Issuer shall pay such fees and expenses of the Agent for the performance of its duties as Issuing and Paying Agent and Note Registrar hereunder as may be mutually agreed upon from time to time in writing and the Issuer agrees promptly to pay such compensation and to reimburse the Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by it in connection with or arising out of its services hereunder, except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct, and the Agent shall provide the Issuer reasonable notice of any expenditure not in the ordinary course of business.

Section 10.  Conditions . The Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Issuer agrees:

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Section 11.  Indemnification . Notwithstanding any satisfaction or discharge of any Bank Notes, the Issuer shall indemnify the Agent and its directors, officers, agents and employees against any and all loss, liability, costs, damages, claims, actions, expenses or demands which it may incur or sustain or which may be made against it in connection with its appointment or the exercise of its powers and duties hereunder as well as the reasonable and documented costs, including the expenses and fees of counsel in defending any claim, action or demand (regardless of whether such claim, action or demand is brought by the Issuer), except such as may result from the Agent’s willful misconduct or gross negligence. The Agent shall incur no liability and shall also be indemnified and held harmless by the Issuer for, or in respect of, any actions taken or suffered to be taken in good faith by the Agent in accordance herewith and in reliance upon (i) the written opinion or advice of counsel or (ii) written instructions that are believed, in good faith, to be duly authorized by the Issuer.

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Section 12.  Resignation or Removal of the Agent .

(a) Except as provided below, the Agent may at any time resign as Note Registrar, as Issuing Agent or as Paying Agent by giving written notice to the Issuer of its intention to resign from any or all such offices, specifying the date on which its desired resignation shall become effective; provided that such notice shall be given not less than 45 days prior to the said effective date unless the Issuer otherwise agrees in writing. Except as provided below, the Agent may be removed from any or all of the offices to which it is hereby appointed by the Issuer delivering to the Agent an instrument in writing signed by the Issuer specifying such removal and the date when it shall become effective (such effective date being at least 20 days after said filing).

(b) If at any time the Agent shall resign or be removed from any or all of the offices to which it is hereby appointed, then a successor Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall be appointed by the Issuer by an instrument in writing delivered to the successor Note Registrar, Issuing Agent or Paying Agent, as the case may be. Upon the appointment as aforesaid of a successor Note Registrar, Issuing Agent or Paying Agent, as the case may be, and acceptance by the latter of such appointment, the former Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall cease to hold such office.

(c) Any successor Note Registrar, Issuing Agent or Paying Agent appointed hereunder shall execute and deliver to its predecessor and the Issuer an instrument accepting such appointment hereunder, and thereupon such successor Note Registrar, Issuing Agent or Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as the Note Registrar, Issuing Agent or Paying Agent hereunder, and such predecessor shall thereupon become obligated to transfer and deliver, and such successor shall be entitled to receive, copies of any relevant records maintained by such predecessor Note Registrar, Issuing Agent or Paying Agent.

(d) Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Note Registrar, Issuing Agent or Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer.

(e) The provisions of Sections 9 and 11 hereof shall survive any resignation or removal hereunder and the termination of this Agreement with respect to matters occurring prior to any such resignation or removal and the termination of this Agreement.

Section 13.  Event of Default Notification . The Issuer will promptly notify the Agent upon the occurrence of an Event of Default or of the curing of an Event of Default, and the Issuer will provide copies of any such notice of the occurrence of an Event of Default or the curing of an Event of Default to the Agent, whereupon the Agent will promptly mail by first-class mail, postage prepaid, copies of such notice to the Holders of the Bank Notes in the

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Note Register at their respective addresses appearing in the Agent’s records. The Agent shall have no obligation to act as a fiduciary to the Holders of the Bank Notes (or any other party) and shall have no duty to enforce this Agreement or the Bank Notes against the Issuer.

Section 14.  Notices . All notices, instructions and communications between the parties hereto in connection with this Agreement shall be delivered in person, sent by letter, facsimile or other method acceptable to the recipient, in the case of the Issuer, to it at 850 Main Street, Bridgeport, Connecticut 06604, Attention: General Counsel, with a copy to Simpson Thacher & Bartlett LLP, 425 Lexington Ave, New York, NY 10017, Attention: Lee Meyerson, and in the case of the Agent, to it at 525 William Penn Place, 38 ^th Floor, Pittsburgh, PA 15259, Attention: Corporate Trust.

The Agent shall have the right to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods by persons believed by the Agent to be authorized to give instructions and directions on behalf of the Issuer. The Agent shall not have any duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorized to give instructions or directions on behalf of the Issuer; and the Agent shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer as a result of such reliance upon or compliance with such instructions or directions. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Agent, including without limitation the risk of the Agent acting on unauthorized instructions, and the risk of interception and misuse by third-parties.

Section 15.  Successors and Assigns . The rights, duties and obligations of the Issuer and the Agent hereunder shall inure, without further act, to their respective successors and assigns.

Section 16.  Amendments . This Agreement may be amended only by an instrument in writing signed by the Issuer and the Agent.

Section 17.  Counterparts . This Agreement may be executed in one or more counterparts and, if executed in one or more counterparts, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

Section 18.  Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 19.  Severability . In case any provision in this Agreement or in the Bank Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 20.  Waiver of Jury Trial . EACH OF THE AGENT AND THE ISSUER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BANK NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Section 21.  Jurisdiction . Each of the Agent and the Issuer submits to the jurisdiction of the courts of the State of New York over any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby. Each of the parties waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby in any court of the State of New York or that such suit, action or proceeding brought in a court of the State of New York was brought in an inconvenient court and agrees not to plead or claim the same.

Section 22.  USA Patriot Act . The parties hereto acknowledge that, in accordance with Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, modified or supplemented from time to time, the “USA Patriot Act”), the Agent, like all financial institutions, is required to obtain, verify, and record information that identified each person or legal entity that opens an account. The parties to this Agreement agree that they will provide the Agent with such information as the Agent may request in order for the Agent to satisfy the requirements of the USA Patriot Act.

Section 23.  No Subordination . The obligations of the Issuer under Sections 9 and 11 to compensate and indemnify the Agent and to pay or reimburse the Agent for expenses, disbursements and advances shall not be subject to the subordination provisions of the Bank Notes.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

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Exhibit 4.2

PEOPLE’S UNITED BANK

4.000% SUBORDINATED BANK NOTE DUE 2024

CUSIP No. 71270Q EB8

ISIN No. US71270QEB86

THIS SECURITY IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF CEDE & CO., THE NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”). UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO PEOPLE’S UNITED BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

THIS SECURITY IS SUBORDINATED ON LIQUIDATION, AS TO PRINCIPAL, INTEREST AND PREMIUM, TO ALL CLAIMS AGAINST PEOPLE’S UNITED BANK THAT HAVE THE SAME PRIORITY AS SAVINGS ACCOUNTS OR A HIGHER PRIORITY, IS NOT SECURED BY THE ASSETS OF PEOPLE’S UNITED BANK OR BY THE ASSETS OF ANY OF ITS AFFILIATES, AND IS INELIGIBLE AS COLLATERAL TO SECURE A LOAN BY PEOPLE’S UNITED BANK.

THIS SECURITY IS ISSUABLE IN A MINIMUM DENOMINATION OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS OF $250,000 AND MAY NOT BE EXCHANGED FOR SECURITIES OF PEOPLE’S UNITED BANK WITH A SMALLER DENOMINATION. EACH OWNER OF A BENEFICIAL INTEREST IN THE NOTES IS REQUIRED TO HOLD SUCH BENEFICIAL INTEREST IN A PRINCIPAL AMOUNT OF $250,000 OR AN INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF AT ALL TIMES.

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THIS SECURITY HAS NOT BEEN, AND IS NOT REQUIRED TO BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND WAS OFFERED PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(a)(5) OF THE SECURITIES ACT OF 1933 AS WELL AS AN EXEMPTION FROM THE OFFERING CIRCULAR REQUIREMENTS OF THE OFFICE OF THE COMPTROLLER OF THE CURRENCY UNDER 12 C.F.R. PART 197. THIS SECURITY HAS NOT BEEN APPROVED OR DISAPPROVED BY THE OFFICE OF THE COMPTROLLER OF THE CURRENCY, THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION.

IN RELIANCE ON THE EXEMPTION SET FORTH IN 12 C.F.R. SECTION 163.81(c)(4)(ii), PEOPLE’S UNITED BANK HAS NOT ENTERED INTO AN INDENTURE IN CONNECTION WITH THE ISSUANCE OF THIS SECURITY. AN INDENTURE MUST BE IN PLACE BEFORE THIS SECURITY IS TRANSFERRED IN WHOLE OR IN PART TO ANY PERSON OR ENTITY THAT IS NOT AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT (“INSTITUTIONAL ACCREDITED INVESTORS”).

EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS SECURITY, IN MAKING ITS PURCHASE, WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO PEOPLE’S UNITED BANK AND THE INITIAL PURCHASERS THAT IT IS AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR AND THAT FOLLOWING SUCH PURCHASE IT OR SUCH OTHER INSTITUTIONAL ACCREDITED INVESTOR HOLDING A BENEFICIAL INTEREST IN THIS SECURITY WILL HOLD A BENEFICIAL INTEREST IN A PRINCIPAL AMOUNT OF $250,000 OR AN INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF AT ALL TIMES.

PEOPLE’S UNITED BANK, a federal stock savings bank (herein called the “Bank”), for value received, hereby promises to pay or deliver, as the case may be, to CEDE & CO., or registered assigns, the principal sum of Four Hundred Million ($400,000,000) United States dollars on the maturity date shown above (the “Maturity Date”) and to pay interest thereon from and including the Issue Date specified above (the “Issue Date”) or from and including the most recent Interest Payment Date to which interest on this Security or any predecessor Security has been paid or duly provided for, but excluding, the succeeding Interest Payment Date, on the Interest Payment Dates specified above in each year (each, an “Interest Payment Date”) and on the Maturity Date, at the rate per annum equal to 4.000%, until the principal hereof is paid or duly made available

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for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Security (or any predecessor Security) is registered (the “Holder”) at the close of business on the fifteenth calendar day next preceding such Interest Payment Date (the “Regular Record Date”); provided, however, that interest payable at the Maturity Date of this Security will be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or any predecessor Security) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Bank, notice of which shall be given to the Holder not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner.

Interest shall accrue from and including June 26, 2014 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, and shall be paid semi-annually in arrears on each January 15 and July 15, commencing January 15, 2015. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

If an Interest Payment Date is not a Business Day (as defined below), the Bank will pay interest on the next day that is a Business Day, with the same force and effect as if made on the Interest Payment Date, and without any interest or other payment with respect to the delay. If the Maturity Date falls on a day that is not a Business Day, the payment of principal and interest, if any, will be made on the next succeeding Business Day and no interest shall accrue for the period from and after such Maturity Date.

“Business Day” means any day that is not a Saturday or Sunday and that is not a day on which banking institutions in the City of New York, New York generally are authorized or obligated by law or executive order to close.

No payment of interest shall be made on this Security while the Bank is in default in the payment of any assessment due to the Federal Deposit Insurance Corporation (the “FDIC”), and in the event the Bank becomes critically undercapitalized (as defined in 12 U.S.C. Section 1831o), the Bank is prohibited from making any payment of principal or interest on this Security beginning on the 60th day following the occurrence of such event unless the FDIC expressly exempts the Bank from such prohibition.

TO THE EXTENT THEN REQUIRED UNDER OR PURSUANT TO APPLICABLE REGULATIONS, THE BANK MUST OBTAIN THE PRIOR APPROVAL OF THE OFFICE OF THE COMPTROLLER OF THE CURRENCY (THE “OCC”) BEFORE THE VOLUNTARY PREPAYMENT OF THIS SECURITY OR THE ACCELERATION OF PAYMENT OF PRINCIPAL ON THE SECURITY IF THE BANK IS UNDERCAPITALIZED, SIGNIFICANTLY UNDERCAPITALIZED, OR CRITICALLY UNDERCAPITALIZED (EACH AS DEFINED IN 12 C.F.R. SECTION 6.4), IF THE BANK FAILS TO MEET THE REGULATORY CAPITAL REQUIREMENTS AT 12 C.F.R. PART 167 (APPLICABLE TO THE BANK THROUGH DECEMBER 31, 2014) OR 12 C.F.R. PART 3 (APPLICABLE TO THE BANK ON AND AFTER JANUARY 1, 2015), INCLUDING IF SUCH PAYMENT WOULD RESULT IN THE BANK EXCEEDING ITS MAXIMUM PAYOUT AMOUNT (AS DEFINED IN 12 C.F.R. SECTION 3.11) FOR THE APPLICABLE CALENDAR QUARTER OR IF THE BANK WOULD FAIL TO MEET ANY OF THESE STANDARDS FOLLOWING

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SUCH REPAYMENT. EFFECTIVE AS OF JANUARY 1, 2015, PRIOR APPROVAL OF THE OCC WILL BE REQUIRED IN ALL EVENTS FOR THE REDEMPTION, REPURCHASE OR ACCELERATION OF THIS SECURITY PURSUANT TO 12 C.F.R. SECTION 163.81(i) (OR SUCH SUCCESSOR PROVISION AS MAY BE IN EFFECT).

Payment of principal of and premium, if any, and interest on, this Security will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Bank will at all times appoint and maintain an issuing and paying agent (the “Issuing and Paying Agent”) authorized by the Bank to pay the principal of, and interest on, this Security on behalf of the Bank and having an office or agency (the “Issuing and Paying Agent Office”) in the United States of America (the “Place of Payment”), where this Security may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to this Security may be served. The Bank has initially appointed The Bank of New York Mellon as such Issuing and Paying Agent pursuant to the Issuing and Paying Agency Agreement dated as of June 26, 2014 (the “Issuing and Paying Agency Agreement”), between the Bank and the Issuing and Paying Agent, with the Issuing and Paying Agent Office currently located at 525 William Penn Place, Pittsburgh, PA 15259.

Payment of the principal of, and premium, if any, and interest on, this Security due at maturity will be made in immediately available funds upon presentation and surrender of this Security to the Issuing and Paying Agent at the Issuing and Paying Agent Office in the Place of Payment; provided that this Security is presented to the Issuing and Paying Agent in time for the Issuing and Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Security (other than at maturity) will be made by wire transfer to such account as has been appropriately designated to the Issuing and Paying Agent by the person entitled to such payments.

Subject to required approvals, the Bank may, without the consent of the Holder of this Security, create and issue additional notes ranking equally with this Security and otherwise similar in all respects (except for the issue date and issue price), provided that any such additional notes are fungible with the Securities for U.S. Federal income tax purposes. Such further notes shall be consolidated and form a single series with this Security.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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Unless the certificate of authentication hereon has been executed by the Issuing and Paying Agent by the manual signature of an authorized signatory, this Security shall not be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Bank has caused this instrument to be duly executed by manual or facsimile signature.

Dated: June 26, 2014

ISSUING AND PAYING AGENT’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the within-mentioned Issuing and Paying Agency Agreement.

THE BANK OF NEW YORK MELLON, as Issuing and Paying Agent

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REVERSE OF SECURITY

This Security is one of a duly authorized issue of 4.000% Subordinated Bank Notes Due 2024 of the Bank (the “Securities”) issued under the Issuing and Paying Agency Agreement.

Subordination

The indebtedness of the Bank evidenced by this Security, including principal, premium, if any, and interest, is unsecured and subordinate and junior in right of payment to the Bank’s: (i) obligations to its depositors; (ii) obligations under banker’s acceptances and letters of credit; (iii) obligations to any Federal Reserve Bank, to the FDIC and any rights acquired by the FDIC as a result of loans made or other assistance provided by the FDIC to the Bank or the purchase or guarantee of any of its assets by the FDIC pursuant to the provisions of 12 U.S.C. Section 1823(c), (d) or (e); and (iv) its obligations to its other creditors, whether now outstanding or hereafter incurred (except any obligations that expressly rank on a parity with or junior to this Security, including the Capital Notes (as defined below) and $19.0 million aggregate principal amount of 11% subordinated notes due 2019 (the “2019 Subordinated Notes”). In the case of any insolvency proceedings, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding up of or relating to the Bank, whether voluntary or involuntary, all such obligations (except obligations that expressly rank on a parity with or junior to the Securities, including the Capital Notes and the 2019 Subordinated Notes) shall be entitled to be paid in full before any payment shall be made on account of the principal of, or premium, if any, or interest on, this Security. Such prior obligations include all borrowed money, similar obligations arising from off-balance sheet guarantees and direct-credit substitutes, and obligations associated with derivative products such as interest rate and foreign-exchange contracts, commodity contracts and similar arrangements. In the event of any such proceeding, after payment in full of all sums owing with respect to such prior obligations, the Holder of this Security, together with holders of any obligations of the Bank ranking on a parity with this Security, including the Capital Notes and the 2019 Subordinated Notes, shall be entitled to be paid from the remaining assets of the Bank the unpaid principal of, and the unpaid premium, if any, and interest on, this Security or such other obligations, before any payment or other distribution, whether in cash, property, or otherwise, shall be made on account of any capital stock or any obligations of the Bank ranking junior to this Security.

“Capital Notes” means the unsecured Capital-Qualified Subordinated Notes issued by the Bank to People’s United Financial, Inc. (“People’s United Financial”) from time to time, evidencing certain of People’s United Financial’s capital investments in the Bank. The Capital Notes rank pari passu with and are subordinated to the claims of the Bank’s depositors and other creditors substantially to the same extent as the Securities.

Nothing herein shall impair the obligation of the Bank, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security in accordance with its terms.

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Notwithstanding any other provisions of this Security, it is expressly understood and agreed that the OCC or any receiver or conservator of the Bank appointed by the OCC shall have the right in the performance of its legal duties, and as a part of any transaction or plan of reorganization or liquidation designed to protect or further the continued existence of the Bank or the rights of any parties or agencies with an interest in, or claim against, the Bank or its assets, to transfer or direct the transfer of the obligations represented by this Security to any bank or bank holding company selected by the OCC or any such receiver or conservator which shall expressly assume the obligation of the due and punctual payment of the unpaid principal, premium, if any, and interest on this Security and the due and punctual performance of all covenants and conditions herein; and the completion of such transfer and assumption shall serve to supersede and void any default, acceleration or subordination which may have occurred, or which may occur due or related to such transaction, plan, transfer or assumption, pursuant to the provisions of this Security, and shall serve to return the Holder hereof to the same position, other than for substitution of the obligor, it would have occupied had no default, acceleration or subordination occurred; except that any interest and principal (and premium, if any) previously due, other than by reason of acceleration, and not paid shall, in the absence of a contrary agreement by the Holder of this Security, be deemed to be immediately due and payable as of the date of such transfer and assumption, together with the interest from its original due date at the rate provided for herein.

Any depository institution, as that term is defined in Section 3(c)(1) of the Federal Deposit Insurance Act, which holds a Security (or beneficial interest therein) shall be deemed to have agreed by acquiring such Security (or beneficial interest) that any rights of such institution to offset all or any portion of the indebtedness represented by such Security (or interest) against any indebtedness or other obligations of such institution to the Bank are waived by such institution.

Event of Default; Waiver

An “Event of Default” with respect to this Security shall occur only if the Bank consents to, or a court or other governmental agency enters a decree or order for, the appointment of a receiver, liquidator, trustee, or other similar official in any receivership, liquidation, insolvency or similar proceeding with respect to the Bank or all or substantially all of its property, and, in the case of an order or decree, such order or decree shall have remained in force for a period of 60 days. The Bank will promptly notify, and provide copies of such notice to, the Issuing and Paying Agent, upon the occurrence of any Event of Default. The Issuing and Paying Agent will promptly mail copies of such notice to the Holders of the Securities through the Depositary.

If an Event of Default shall occur and be continuing, the Holder of this Security may declare the principal of this Security, together with any unpaid accrued interest thereon, to be immediately due and payable by written notice to the Bank. Upon such declaration and notice, such principal amount and accrued interest shall become immediately due and payable; provided, however, that, to the extent then required under or pursuant to applicable capital or other regulations (as described on the face of this Security), this Security may not be repaid prior to maturity without the prior approval of the OCC. The Bank will apply to the OCC for prior approval of repayment promptly after receiving notice of acceleration.

Any Event of Default with respect to this Security may be waived by the Holder hereof.

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The Bank waives demand, presentment for prepayment, notice of nonpayment, notice of protest and all other notices to the extent it may lawfully do so.

Redemption

The Securities shall not be redeemable at the option of the Bank prior to their stated maturity except as follows:

(i) on or after April 16, 2024, the Bank may redeem the Securities in whole or in part, at the Bank’s option (subject to the prior approval of the OCC if and to the extent then required) at a redemption price equal to 100% of the principal amount of the Securities together with accrued but unpaid interest to, but excluding, the date fixed for redemption; and

(ii) the Bank may redeem the Securities in whole, but not in part, at the Bank’s option (subject to the prior approval of the OCC if and to the extent then required) prior to the Maturity Date at a redemption price equal to 100% of the principal amount of the Securities together with accrued but unpaid interest to, but excluding, the date fixed for redemption within 90 days of the occurrence of a “regulatory event.”

A “regulatory event” means the Bank’s good faith determination that, as a result of (i) any change in or amendment to the laws (or any regulations promulgated under those laws) of the United States or any political subdivision thereof that is enacted or becomes effective after the issuance of Securities; or (ii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the issuance of the Securities, there is more than an insubstantial risk that the Bank will not be entitled to treat the full principal amount of the Securities as “Tier 2 capital” (or its equivalent) of the Bank for purposes of the capital adequacy regulations of the OCC, as then in effect and applicable to the Bank (or, as and if applicable, the capital adequacy regulations of any successor federal banking agency having jurisdiction over the Bank, as then in effect and applicable), for as long as the Securities are outstanding.

Pursuant to capital regulations of the OCC, effective January 1, 2015, the Securities may not be redeemed prior to maturity without the prior approval of the OCC.

The Holder of the Security will receive notice of any redemption by first class mail at least 30 days and not more than 60 days before the date fixed for redemption. On and after the redemption date, interest will cease to accrue on the Securities or any portion of the Securities called for redemption unless the Bank defaults in the payment of the redemption price and accrued interest.

Miscellaneous

This Security is not redeemable or subject to repayment at the option of the Holder, in whole or in part, prior to maturity, and is not subject to any sinking fund.

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Beneficial interests represented by this Security are exchangeable for definitive Securities in registered form, of like tenor and of an equal aggregate principal amount, only if (x) the Depository Trust Company, as depositary (the “Depositary”), notifies the Bank in writing that it is unwilling or unable to act as a depositary or the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by the Bank within 90 days, (y) the Bank, at its option, notifies the Issuing and Paying Agent in writing that it elects to cause the issuance of Securities in definitive form or (z) any event shall have occurred and be continuing that, after notice or lapse of time or both, would constitute an Event of Default with respect to the Securities. In such circumstances, upon surrender by the Depositary or a successor depositary of the Global Securities, Securities in definitive form will be issued to each person that the Depositary or a successor depositary identifies as the beneficial owner of the related Securities. Any Security representing such beneficial interests that is exchangeable pursuant to this paragraph shall be exchangeable in whole for definitive Securities in registered form, of like tenor and of an equal aggregate principal amount, in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. Such definitive Securities shall be registered in the name or names of such person or persons as the Depositary shall instruct the Security Registrar (as defined below).

In case any Security shall at any time become mutilated, destroyed, lost or stolen and such Security or evidence satisfactory to the Bank of the loss, theft or destruction thereof (together with indemnity satisfactory to the Issuing and Paying Agent and the Bank and such other documents or proof as may be required by the Issuing and Paying Agent and the Bank) shall be delivered to the Issuing and Paying Agent and the Bank, a new Security of like tenor will be issued by the Bank in exchange for the Security so mutilated, or in lieu of the Security so destroyed or lost or stolen. All expenses and reasonable charges associated with procuring the indemnity referred to above and with the preparation, authentication and delivery of a new Security shall be borne by the Holder of the Security so mutilated, destroyed, lost or stolen. If any Security which has matured or is about to mature shall become mutilated, destroyed, lost or stolen, the Bank may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) upon compliance by the Holder thereof with the provisions of this paragraph.

The Bank shall cause to be kept at the office of the Security Registrar designated below a register (the register maintained in such office or any other office or agency of the Bank in the Place of Payment herein referred to as the “Security Register”) in such form as the Security Registrar may determine, in which, subject to reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of the Securities and of transfers of the Securities. The Bank has initially appointed the Issuing and Paying Agent “Security Registrar,” pursuant to the Issuing and Paying Agency Agreement, for the purposes of registering the Securities and transfers of the Securities as herein provided.

The transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Bank in the Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bank and the Issuing and Paying Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

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No service charge shall be made for any such registration of transfer or exchange, but the Bank may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Agent shall record any transfer of this Security that the Bank has approved, it being understood that such approval shall be based solely on matters relating to compliance with federal and state securities laws. Prior to due presentment of this Security for registration of transfer, the Bank, the Issuing and Paying Agent and any agent of the Bank or the Issuing and Paying Agent may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Bank, the Issuing and Paying Agent nor any such agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of principal or interest on this Security, for any claim based hereon, or otherwise in respect hereof, against any shareholder, employee, agent, officer or director, as such, past, present or future, of the Bank or any successor corporation.

No provision of this Security shall alter or impair the obligation of the Bank, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

Any money that the Bank pays to the Issuing and Paying Agent for the purpose of making payments on this Security and that remains unclaimed two years after the payments were due will, at the Bank’s request, be returned to it. After that time, the Holder can only look to the Bank for payment on this Security.

All notices under this Security shall be in writing and in the case of the Bank, addressed to the Bank at 850 Main Street, Bridgeport, Connecticut 06604, Attention: General Counsel, or, in the case of the Issuing and Paying Agent at 525 William Penn Place, Pittsburgh, PA 15259, Attention: Corporate Trust, or to such other address of the Issuing and Paying Agent as the Issuing and Paying Agent may notify the holders of the Securities. All notices to the Holder of this Security will be given by first-class mail to the address of the Holder as it appears in the Security Register.

This Security shall be governed by and construed in accordance with the laws of the State of New York and, where applicable, the federal laws of the United States of America.

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