As filed with the Securities and Exchange Commission on August 12, 2019

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

People’s United Financial, Inc.

(Exact name of registrant as specified in its charter)

Delaware	6035	20-8447891
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

850 Main Street

Bridgeport, Connecticut 06604

(203) 338-7171

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kristy Berner, Esq.

Executive Vice President, General Counsel and Corporate Secretary

People’s United Financial, Inc.

850 Main Street

Bridgeport, Connecticut 06604

(203) 338-7171

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Lee Meyerson, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000 Betsy Kenney Wynnick
Executive Vice President and Chief Risk Officer
United Financial Bancorp, Inc.
225 Asylum Street
Hartford, CT 06103
(860) 291-3600 C. Andrew Gerlach, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 7(a)(2)(B) of the Securities Act  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $0.01 per share	46,693,993(1)	N/A	$688,402,862.70(2)	$83,434.43(3)

(1) Represents the maximum number of shares of People’s United Financial, Inc. (“People’s United”) common stock, par value $0.01 per share (“People’s United common stock”), estimated to be issuable upon completion of the merger described herein, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 15, 2019, by and between United Financial Bancorp, Inc. (“United Financial”) and People’s United, which is attached to the proxy statement/prospectus as Annex A (the “merger agreement”). This number is based on the product of (i) an exchange ratio of 0.875 shares of People’s United common stock for each share of United Financial common stock, no par value (“United Financial common stock”), and (ii) the sum of (A) 51,152,668, the aggregate number of shares of United Financial common stock outstanding as of August 7, 2019, which number includes (x) 212,882 shares of United Financial common stock granted in respect of United Financial restricted stock awards outstanding as of August 7, 2019, (y) 129,267, the aggregate number of shares of United Financial common stock reserved for issuance upon the settlement of United Financial performance-based restricted stock units outstanding as of August 7, 2019 and (z) 1,745,568, the aggregate number of shares of United Financial common stock held by the employee stock ownership plan component of the United Bank 401(k) Plan, as of August 7, 2019, plus (B) 1,246,131, the aggregate number of shares of United Financial common stock reserved for issuance upon the exercise of United Financial stock options outstanding as of August 7, 2019, plus (C) 965,764, the remaining aggregate number of shares of United Financial common stock reserved for issuance pursuant to future grants under United Financial’s equity plans.

(2) The proposed maximum aggregate offering price of the registrant’s common stock was calculated based upon the market value of shares of United Financial common stock in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: (i) the product of (A) $12.90, the average of the high and low prices per share of United Financial common stock as reported on the NASDAQ Global Select Market on August 7, 2019, and (B) 53,364,563, the estimated maximum number of shares of United Financial common stock that may be exchanged for the merger consideration (calculated as shown in note (1) above).

(3) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act based on a rate of $121.20 per $1,000,000 of the proposed maximum aggregate offering price.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to the shares of People’s United common stock to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED AUGUST 12, 2019

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

[●], 2019

Dear Shareholder:

On July 15, 2019, United Financial Bancorp, Inc. (which we refer to as “United Financial”) entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) with People’s United Financial, Inc. (which we refer to as “People’s United”). Under the merger agreement, United Financial will merge with and into People’s United, with People’s United as the surviving corporation, in a transaction that we refer to as the “merger.” Following the merger, United Financial’s wholly owned subsidiary, United Bank, will merge with and into People’s United’s wholly owned subsidiary, People’s United Bank, National Association, with People’s United Bank, National Association as the surviving bank.

Under the terms and conditions of the merger agreement, each outstanding share of United Financial common stock, no par value (which we refer to as “United Financial common stock”), held immediately prior to the merger, except for specified shares of United Financial common stock owned by United Financial or People’s United (which will be cancelled), will be converted into the right to receive 0.875 shares (which we refer to as the “merger consideration”) of People’s United common stock, par value $0.01 per share (which we refer to as “People’s United common stock”). The value of the merger consideration will depend on the market price of People’s United common stock on the effective date of the merger.

United Financial’s shareholders should obtain current market price quotations for shares of United Financial common stock and shares of People’s United common stock. Shares of United Financial common stock are listed on the NASDAQ Global Select Market under the symbol “UBNK”. Shares of People’s United common stock are (and those shares to be issued as merger consideration will be) listed on the NASDAQ Global Select Market under the symbol “PBCT”. We expect that upon completion of the transactions contemplated by the merger agreement, former United Financial’s shareholders will own approximately [●]% of the outstanding People’s United common stock (based on the number of shares of United Financial common stock outstanding as of [●], 2019, the record date for the special meeting, and the number of shares of People’s United common stock outstanding as of such date).

The market value of People’s United common stock being issued as merger consideration will depend on the market price of People’s United common stock on the closing date of the merger. Based on the closing price of People’s United common stock on July 15, 2019, the last trading day before the public announcement of the execution of the merger agreement, the value of the per share consideration payable to United Financial’s shareholders was $14.53. Based on the closing price of People’s United common stock on [●], 2019, the last practicable date before the filing of the proxy statement/prospectus accompanying this notice, the value of the merger consideration payable to United Financial’s shareholders was $[●].

United Financial will be holding a special meeting of its shareholders (which we refer to as the “special meeting”) for the purpose of voting on certain matters in connection with the merger on [●], 2019 at [●] [a.m./p.m.], local time, at [●]. No vote of People’s United’s shareholders is required in connection with the merger, nor is any such vote being sought.

The United Financial board of directors has determined that the merger agreement and the merger are in the best interests of United Financial and its shareholders, has unanimously approved and adopted the merger agreement and the merger and recommends that you vote “FOR” the merger proposal and “FOR” each of the other proposals described in the accompanying proxy statement/prospectus.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the special meeting, please vote as soon as possible to make sure that your shares of United Financial common stock are represented. Submitting a proxy now will not prevent you from being able to vote in person at the special meeting.

The attached proxy statement/prospectus, which serves as the proxy statement for the special meeting of the shareholders of United Financial and the prospectus for the shares of People’s United common stock to be issued in the merger, includes detailed information about the special meeting, the merger and the documents related to the merger. We urge you to read the entire proxy statement/prospectus carefully, including the discussion of the risks related to the merger and owning People’s United common stock after the merger in the section titled “Risk Factors” beginning on page 23. You can also obtain information about United Financial and People’s United from documents that have been filed with the Securities and Exchange Commission that are incorporated into this proxy statement/prospectus by reference.

Sincerely,

William H. W. Crawford, IV

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The shares of People’s United common stock to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This proxy statement/prospectus is dated [●], 2019, and is first being mailed to United Financial’s shareholders on or about [●], 2019.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

[●], 2019

To the shareholders of United Financial Bancorp, Inc.:

Notice is hereby given that a special meeting of shareholders (which we refer to as the “special meeting”) of United Financial Bancorp, Inc., a Connecticut corporation (which we refer to as “United Financial”), will be held at [●] on [●], 2019 at [●], local time, for the purpose of considering and voting upon the following matters:

• the approval of (i) the Agreement and Plan of Merger, dated as of July 15, 2019, by and between People’s United Financial, Inc. (which we refer to as “People’s United”) and United Financial (which we refer to as the “merger agreement”), pursuant to which, among other things, United Financial will merge with and into People’s United, with People’s United as the surviving corporation (which we refer to as the “merger”); and (ii) the merger (we refer to such proposal as the “merger proposal”);

• the approval, on a non-binding, advisory basis, of the compensation that certain executive officers of United Financial may receive that is based on or otherwise relates to the merger (we refer to such proposal as the “compensation proposal”); and

• the approval of one or more adjournments of the special meeting, if necessary, advisable or appropriate, to solicit additional proxies in favor of the merger proposal (we refer to such proposal as the “adjournment proposal”).

United Financial will transact no other business at the special meeting except for business properly brought before the special meeting or any adjournment or postponement thereof.

United Financial’s board of directors has fixed the close of business on [●], 2019 as the record date for determination of shareholders entitled to notice of and to vote at the special meeting, and only shareholders of record on said date will be entitled to receive notice of and to vote at such meeting and any adjournments or postponements thereof.

The affirmative vote of the holders of at least two-thirds of the outstanding shares of United Financial common stock is required to approve the merger proposal. Assuming a quorum is present, the affirmative vote of the holders of a majority of the shares of United Financial common stock represented at the special meeting, either in person or by proxy, is required to approve the compensation proposal and the adjournment proposal.

United Financial’s board of directors has unanimously approved and adopted the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Your vote is very important. Whether or not you plan to attend the special meeting, please take the time to vote by completing, signing, dating and returning the enclosed proxy card to United Financial in the enclosed postage-paid envelope or by submitting a proxy through the Internet or by telephone as described on the enclosed instructions as soon as possible to make sure your shares of United Financial common stock are represented at the special meeting. If you submit a properly signed proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal. The failure to vote by not submitting your proxy or not attending the special meeting and voting in person will have the same effect as a vote “AGAINST” the merger proposal. Submitting a proxy now will NOT prevent you from being able to vote in person at the special meeting. If you hold your shares of United Financial common stock in “street name,” through a bank, broker or other nominee, you should instruct your bank, broker or other nominee how to vote in accordance with the voting instruction form you receive from your bank, broker or other nominee.

If you have any questions or need assistance with voting, please contact our proxy solicitor Morrow Sodali LLC, by calling toll free at (800) 662-5200.

By Order of the Board of Directors,

Marliese L. Shaw

Corporate Secretary

ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates by reference important business and financial information about People’s United and United Financial from documents filed with the Securities and Exchange Commission (which we refer to as the “SEC”) that are not included in or delivered with the proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by People’s United or United Financial at no cost from the SEC’s website at http://www.sec.gov. You will also be able to obtain these documents, free of charge, from People’s United at www.peoples.com (“Investor Relations” tab under the heading “Financial Information” and under the subheading “Regulatory Filings”) or from United Financial at www.unitedfinancialinc.com (“Investor Relations” heading under the tab “SEC Filings” and tab “Documents”). Additionally, you may also request copies of these documents, including documents incorporated by reference into the proxy statement/prospectus, at no cost upon written or oral request by contacting the appropriate company at the following addresses and telephone numbers:

People’s United Financial, Inc.
850 Main Street
Bridgeport, Connecticut 06604
Attention: Investor Relations
Telephone: (203) 338-4581 United Financial Bancorp, Inc.
225 Asylum Street
Hartford, Connecticut 06604
Attention: Investor Relations
Telephone: (860) 291-3600

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, please do so by [●], 2019, in order to receive them before the special meeting.

For a more detailed description of the information incorporated by reference into the accompanying proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page [●] of the accompanying proxy statement/prospectus. The accompanying proxy statement/prospectus provides a detailed description of the merger and the merger agreement. We urge you to read the accompanying proxy statement/prospectus, including any documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety.

If you have any questions concerning the merger, the other matters to be considered at the special meeting or the accompanying proxy statement/prospectus or need assistance voting your shares of United Financial common stock, please contact United Financial’s proxy solicitor at the address or telephone number listed below:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Banks and brokers can call collect:
(203) 658-9400 Shareholders should call:
(800) 662-5200

Please do not send your stock certificates at this time. You will be sent separate instructions regarding the surrender of your stock certificates.

You should rely only on the information contained in, or incorporated by reference into, the proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, the proxy statement/prospectus. The proxy statement/prospectus is dated [●], 2019, and you should assume that the information in the proxy statement/prospectus is accurate only as of such date unless the information specifically indicates that another date applies.

The proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Table of Contents

	Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		1
SUMMARY		8
Information About the Companies		8
The Merger		8
Accounting Treatment of the Merger		9
Material U.S. Federal Income Tax Consequences of the Merger		10
Opinion of United Financial’s Financial Advisor		10
RP Financial Analyses		10
Recommendation of United Financial’s Board of Directors		11
Interests of United Financial’s Directors and Executive Officers in the Merger		11
People’s United’s Board of Directors After the Merger		12
Agreement Not to Solicit Other Offers		12
Regulatory Approvals Required for the Merger		12
Conditions to Complete the Merger		13
Termination of the Merger Agreement		13
Termination Fee		14
Amendment, Waiver and Extension of the Merger Agreement		14
The Special Meeting of United Financial’s Shareholders		15
No Appraisal Rights		15
Comparison of Shareholder Rights		15
Risk Factors		16
SELECTED HISTORICAL FINANCIAL DATA OF PEOPLE’S UNITED		17
SELECTED HISTORICAL FINANCIAL DATA OF UNITED FINANCIAL		19
UNAUDITED COMPARATIVE PER SHARE DATA		21
COMPARATIVE MARKET PRICE DATA AND DIVIDEND INFORMATION		22
RISK FACTORS		23
Risks Related to the Merger and People’s United’s Business upon Completion of the Merger		23
Risks Related to People’s United’s Business		30
Risks Related to United Financial’s Business		30
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS		31
THE SPECIAL MEETING OF UNITED FINANCIAL’S SHAREHOLDERS		33
Date, Time and Place of the Special Meeting		33
Purpose of the Special Meeting		33
Recommendation of United Financial’s Board of Directors		33
Record Date, Outstanding Shares, Shares Entitled to Vote and Quorum		33
Vote Required, Treatment of Abstentions and Failure to Vote		33
Shares Held by United Financial’s Executive Officers and Directors		34
Voting of Proxies and Incomplete Proxies		34
Shares Held in Street Name and Broker Non-Votes		35
How to Revoke Your Proxy		36
Voting in Person		36
Participants in the United 401(k) Plan		37
Proxy Solicitation		37
Stock Certificates		37
Delivery of Proxy Materials to Shareholders Sharing an Address		38
Assistance		38
THE PROPOSALS		39
PROPOSAL NO. 1: THE MERGER PROPOSAL		39
PROPOSAL NO. 2: THE COMPENSATION PROPOSAL		39
PROPOSAL NO. 3: THE ADJOURNMENT PROPOSAL		40

i

	Page
INFORMATION ABOUT THE COMPANIES		41
People’s United Financial, Inc.		41
United Financial Bancorp, Inc.		41
THE MERGER		43
Background of the Merger		43
United Financial’s Reasons for the Merger; Recommendation of United Financial’s Board of Directors		50
Opinion of United Financial’s Financial Advisor		53
RP Financial Analyses		64
Certain Financial Forecasts of United Financial		70
Interests of United Financial’s Directors and Executive Officers in the Merger		72
People’s United’s Reasons for the Merger		80
People’s United’s Board of Directors After the Merger		80
Material U.S. Federal Income Tax Consequences of the Merger		80
Accounting Treatment of the Merger		83
Regulatory Approvals Required for the Merger		83
Conversion of Shares, Exchange of Certificates, Withholding and Dividends and Distributions		86
No Appraisal Rights		87
Stock Exchange Listing		87
Delisting and Deregistration of United Financial Common Stock After the Merger		87
THE MERGER AGREEMENT		88
Structure of the Merger		88
Treatment of United Financial Stock Awards		89
Closing and Effective Time of the Merger		89
Conversion of Shares and Exchange of Certificates		90
Representations and Warranties		91
Covenants and Agreements		93
Shareholder Meeting of United Financial and Recommendation of United Financial’s Board of Directors		99
Agreement Not to Solicit Other Offers		100
Conditions to Complete the Merger		101
Termination of the Merger Agreement		101
Effect of Termination		102
Termination Fee		103
Expenses and Fees		103
Amendment, Waiver and Extension of the Merger Agreement		103
DESCRIPTION OF PEOPLE’S UNITED CAPITAL STOCK		104
General		104
Common Stock		104
Preferred Stock		104
Transfer Agent and Registrar		105
Restrictions on Ownership		105
COMPARISON OF SHAREHOLDER RIGHTS		106
OTHER MATTERS		117
LEGAL MATTERS		118
EXPERTS		119
FUTURE SHAREHOLDER PROPOSALS		120
WHERE YOU CAN FIND MORE INFORMATION		121
Annex A: Agreement and Plan of Merger		A-1
Annex B: Opinion of United Financial’s Financial Advisor		B-1

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger and the special meeting. These questions and answers may not address all questions that may be important to you as a shareholder. To better understand these matters, and for a description of the legal terms governing the merger, you should carefully read this entire proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference into this proxy statement/prospectus.

Q: What is the merger?

A: United Financial Bancorp, Inc. (which we refer to as “United Financial”) and People’s United Financial, Inc. (which we refer to as “People’s United”) have entered into an Agreement and Plan of Merger, dated as of July 15, 2019 (which we refer to as the “merger agreement”), pursuant to which, among other things, United Financial will merge with and into People’s United, with People’s United as the surviving corporation (which we refer to as the “merger”). Immediately following the merger or at such later time as People’s United may determine, United Bank, a Connecticut-chartered stock savings bank, will merge with and into People’s United Bank, National Association (which we refer to as “People’s United Bank”), with People’s United Bank as the surviving bank (which we refer to as the “bank merger”). A copy of the merger agreement is included in this proxy statement/prospectus as Annex A.

Q: Why am I receiving this proxy statement/prospectus?

A: In order to complete the merger, United Financial’s shareholders must vote to approve the merger agreement and the merger (which we refer to such proposal as the “merger proposal”). United Financial will hold a special meeting of its shareholders to obtain this approval (which we refer to as the “special meeting”). We are delivering this proxy statement/prospectus to you as both a proxy statement of United Financial and a prospectus of People’s United. It is a proxy statement because United Financial’s board of directors is soliciting proxies from its shareholders to vote on the merger proposal and related matters at a special meeting of shareholders, and your proxy will be used at the special meeting or at any adjournment or postponement of the special meeting. It is a prospectus because People’s United will issue People’s United common stock, par value $0.01 per share (which we refer to as “People’s United common stock”), to United Financial’s shareholders in the merger, and this prospectus contains information about that common stock.

This proxy statement/prospectus contains important information about the merger, the merger agreement, the special meeting and other related matters, and you should read it carefully. The enclosed voting materials for the special meeting allow you to vote your shares of United Financial common stock, no par value (which we refer to as “United Financial common stock”), without attending the special meeting in person. Your vote is important, and we encourage you to submit your proxy as soon as possible.

Q: What am I being asked to vote on?

A: United Financial’s shareholders are being asked to vote on the following proposals:

• the approval of the merger proposal;

• the approval, on a non-binding, advisory basis, of the compensation that certain executive officers of United Financial may receive that is based on or otherwise relates to the merger (we refer to such proposal as the “compensation proposal”); and

• the approval of one or more adjournments of the special meeting, if necessary, advisable or appropriate, to solicit additional proxies in favor of the merger proposal (we refer to such proposal as the “adjournment proposal”).

The merger proposal must be approved in order to complete the merger. The approval of the compensation proposal and the adjournment proposal are not conditions to the completion of the merger.

1

Q: What will I receive in the merger?

A: If the merger is completed, each outstanding share of United Financial common stock held immediately prior to the effective time of the merger, except for specified shares of United Financial common stock owned by United Financial or People’s United (which will be cancelled), will be converted into the right to receive 0.875 shares of People’s United common stock (which we refer to as the “merger consideration”). People’s United will not issue any fractional shares of People’s United common stock in the merger. Instead, a United Financial’s shareholder who otherwise would have received a fraction of a share of People’s United common stock will receive an amount in cash with respect thereto as described in this proxy statement/prospectus rounded to the nearest whole cent.

Q: Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?

A: Yes. Although the exchange ratio of 0.875 (which we refer to as the “exchange ratio”) for determining the merger consideration is fixed, the value of the merger consideration is dependent upon the value of People’s United common stock at the effective time of the merger and therefore will fluctuate with the market price of People’s United common stock. Accordingly, any change in the price of People’s United common stock prior to the merger will affect the market value of the merger consideration.

Q: What are the U.S. federal income tax consequences of the merger to U.S. holders of shares of United Financial common stock?

A: The merger is intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), and it is a condition to the respective obligations of People’s United and United Financial to complete the merger that each receives a legal opinion to that effect. Therefore, for U.S. federal income tax purposes, as a result of the merger, a U.S. holder of shares of United Financial common stock generally will not recognize gain or loss on the receipt of People’s United common stock in the merger, but will recognize gain or loss with respect to any cash received in lieu of fractional shares of People’s United common stock. For more information, see “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●].

Q: What will happen to shares of People’s United common stock in the merger?

A: Nothing. Each share of People’s United common stock outstanding will remain outstanding as a share of People’s United common stock following the effective time of the merger.

Q: When do you expect the merger to be completed?

A: We will complete the merger when all of the conditions to completion contained in the merger agreement are satisfied or waived, including the receipt of required regulatory approvals and approval of the merger proposal by United Financial’s shareholders. People’s United and United Financial expect the merger to be completed during the fourth quarter of 2019, but because fulfillment of some of the conditions to completion of the merger is not entirely within our control, we cannot assure you of the actual timing.

For more information, see “The Merger Agreement—Conditions to Complete the Merger” beginning on page [●].

Q: When and where is the special meeting?

A: The special meeting of shareholders of United Financial will be held at [●] on [●], 2019 at [●], local time.

2

Q: Who is entitled to vote at the special meeting?

A: All holders of United Financial common stock who held shares at the close of business on [●], 2019 (which we refer to as the “record date”) are entitled to receive notice of and to vote at the special meeting provided that such shares remain outstanding on the date of the special meeting.

Q: What constitutes a quorum for the special meeting?

A: Shareholders representing a majority of the outstanding shares of United Financial common stock entitled to vote at the special meeting must be present at the special meeting, either in person or by proxy, for there to be a quorum at the special meeting.

If you hold shares of United Financial common stock in your own name and submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for purposes of determining whether a quorum is present at the special meeting.

If your shares of United Financial common stock are held in “street name” by your broker, bank or other nominee and you do not tell the nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

Q: What is the vote required to approve each proposal?

A: Merger proposal:

• Standard: Approval of the merger proposal requires the affirmative vote of the holders of at least two-thirds of the shares of United Financial common stock that are outstanding as of the close of business on the record date and entitled to vote on the proposal.

• Effect of abstentions and broker non-votes: If you fail to submit a proxy or vote in person at the special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

Compensation proposal:

• Standard: Assuming a quorum is present, approval of the compensation proposal requires the affirmative vote of the holders of a majority of the shares of United Financial common stock represented at the special meeting, either in person or by proxy, and entitled to vote on the proposal.

• Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy with respect to the compensation proposal, it will have the same effect as a vote “AGAINST” the proposal. If you fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank, broker or other nominee how to vote with respect to the compensation proposal, it will have no effect on such proposal.

Adjournment proposal:

• Standard: Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of United Financial common stock represented at the special meeting, either in person or by proxy, and entitled to vote on the proposal, regardless of whether a quorum is present.

• Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy with respect to the adjournment proposal, it will have the same effect as a vote “AGAINST” the proposal. If you fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank, broker or other nominee how to vote with respect to the adjournment proposal, it will have no effect on such proposal.

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Q: How does United Financial’s board of directors recommend that I vote?

A: After careful consideration, United Financial’s board of directors unanimously recommends that United Financial’s shareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Q: Are there any risks that I should consider in deciding whether to vote for approval of the merger proposal?

A: Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page [●] as well as the risk factors contained in the documents incorporated by reference in this proxy statement/prospectus.

Q: What do I need to do now? How do I vote my shares of United Financial common stock?

A: You should carefully read and consider the information contained in or incorporated by reference into this proxy statement/prospectus, including its annexes. It contains important information about the merger, the merger agreement, People’s United and United Financial. If you are a shareholder of record as of the record date, you can ensure that your shares of United Financial common stock are voted at the special meeting by submitting your proxy via:

• mail, by completing, signing and dating the enclosed proxy card in accordance with the instructions on the proxy card and returning it to United Financial using the enclosed postage-paid envelope;

• telephone, by calling toll free [●] and following the recorded instructions; or

• the Internet, by accessing the website [●] and following the instructions on the website.

If you intend to submit your proxy through the Internet or by telephone, you must do so by 11:59 p.m. Eastern Time on [●], 2019, the day before the special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the special meeting.

If you hold your shares of United Financial common stock in “street name” through a bank, broker or other nominee, you must direct your bank, broker or other nominee how to vote in accordance with the instructions you have received from your bank, broker or other nominee.

If you hold shares of United Financial common stock in your plan account under the United Bank 401(k) Plan (which we refer to as the “United 401(k) Plan”), including the employee stock ownership plan component of the United 401(k) Plan (which we refer to as the “ESOP”), you will have received voting instruction forms that reflect all shares of United Financial common stock for which you may direct the voting under the plan. Under the terms of the United 401(k) Plan, the United 401(k) Plan trustee votes all shares of United Financial common stock held by the United 401(k) Plan, but each participant may provide instructions to the trustee on how to vote the shares of United Financial common stock held in his or her plan account. The United 401(k) Plan trustee will vote your shares of United Financial common stock in accordance with your instructions and, subject to the exercise of its fiduciary responsibilities, will vote all unallocated shares of United Financial common stock held by the United 401(k) Plan and allocated shares of United Financial common stock for which no voting instructions were received in the same proportion as the instructions received from other participants in the United 401(k) Plan. The deadline for returning your voting instructions is [●] on [●], 2019.

Q: Can I change my vote after I have submitted my signed proxy card?

A: Yes. If you are a holder of record of United Financial common stock and you have previously submitted your proxy, you may revoke your proxy at any time by taking any of the following actions before your proxy is voted at the special meeting:

• delivering a written notice bearing a date later than the date of your proxy card to the corporate secretary of United Financial, stating that you revoke your proxy, which notice must be received by United Financial prior to the beginning of the special meeting;

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• completing, signing, dating and returning to the corporate secretary of United Financial a new proxy card relating to the same shares of United Financial common stock and bearing a later date, which new proxy card must be received by United Financial prior to the beginning of the special meeting;

• casting a new vote through the Internet or by telephone at any time before 11:59 p.m. Eastern Time on [●], 2019, the day before the special meeting; or

• attending the special meeting and voting in person (although attendance at the special meeting will not, by itself, revoke a proxy).

You should send any written notice of revocation or any duly executed new proxy, as the case may be, to United Financial at the following address:

United Financial Bancorp, Inc.

225 Asylum Street

Hartford, Connecticut 06103

Attn: Marliese L. Shaw, Corporate Secretary

If you hold your shares of United Financial common stock in “street name” through a bank, broker or other nominee, you must contact your record holder to change your vote.

Q: Can I attend the special meeting and vote my shares of United Financial common stock in person?

A: Yes. Although United Financial’s board of directors requests that you promptly return the proxy card accompanying this proxy statement/prospectus, all of United Financial’s shareholders who are holders of record as of the record date are invited to attend the special meeting. If you return the proxy card accompanying this proxy statement/prospectus, you may still attend the special meeting and vote your shares of United Financial common stock in person. If your shares of United Financial common stock are held in “street name,” you must obtain a “legal proxy,” executed in your favor, from the record holder of your shares of United Financial common stock, such as a bank, broker or other nominee, to vote your shares of United Financial common stock in person at the special meeting. If you plan to attend the special meeting, you must hold your shares of United Financial common stock in your own name or have a letter from the record holder of your shares of United Financial common stock confirming your ownership. In addition, you must bring a form of personal photo identification and your admission ticket, which you will have received by mail with this proxy statement/prospectus, with you in order to be admitted to the meeting. United Financial reserves the right to refuse admittance to anyone without proper proof of share ownership, without proper photo identification or without a proper admission ticket. Whether or not you intend to be present at the special meeting, you are urged to complete, sign, date and return the enclosed proxy card to United Financial in the enclosed postage-paid envelope or submit a proxy through the Internet or by telephone as described in the enclosed instructions as soon as possible. If you are then present and wish to vote your shares of United Financial common stock in person, your original proxy may be revoked by attending and voting at the special meeting.

Q: If my shares of United Financial common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares of United Financial common stock for me?

A: No. Your bank, broker or other nominee cannot vote your shares of United Financial common stock unless you provide instructions to your bank, broker or other nominee on how to vote. If your shares of United Financial common stock are held in “street name” through a bank, broker or other nominee, you must provide such bank, broker or other nominee with instructions on how to vote the shares. Please follow the instructions in the voting instruction form provided by the bank, broker or other nominee. You may not vote shares held in street name by returning a proxy card directly to United Financial, or by voting in person at the United Financial special meeting, unless you provide a “legal proxy,” which you must obtain from your

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bank, broker or other nominee. Further, brokers, banks or other nominees who hold shares of United Financial common stock on behalf of their customers may not give a proxy to United Financial to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these matters. Therefore, failure to instruct your bank, broker or other nominee how to vote with respect to the merger proposal will have the same effect as a vote “AGAINST” approval of such proposal. Failure to instruct your bank, broker or other nominee how to vote with respect to the compensation proposal or the adjournment proposal will have no effect on such proposals.

Q: What happens if I return my proxy card without indicating how to vote?

If you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of United Financial common stock represented by your proxy will be voted as recommended by United Financial’s board of directors with respect to that proposal, as the case may be.

Q: What happens if I sell my shares of United Financial common stock after the record date but before the special meeting?

A: If you sell or otherwise transfer your shares of United Financial common stock after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting (provided that such shares remain outstanding on the date of the special meeting), but you will not have the right to receive the merger consideration. In order to receive the merger consideration, you must hold your shares of United Financial common stock through completion of the merger.

Q: What do I do if I receive more than one proxy statement/prospectus or set of voting instructions?

A: United Financial’s shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold shares of United Financial common stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold such shares. If you hold shares directly as a record holder and also in “street name” or otherwise through a nominee, you will receive more than one proxy statement/prospectus and/or set of voting instructions relating to the special meeting. These should each be voted and/or returned separately in order to ensure that all of your shares of United Financial common stock are voted.

Q: Are United Financial’s shareholders entitled to seek appraisal or dissenters’ rights if they do not vote in favor of the merger proposal?

A: No. Pursuant to Section 33-856 of the Connecticut Business and Corporation Act (which we refer to as the “CBCA”), shareholders of a Connecticut corporation are not entitled to exercise any appraisal or dissenters’ rights if such corporation’s stock is listed on a national securities exchange. Accordingly, United Financial’s shareholders do not have appraisal or dissenters’ rights with respect to the merger.

Q: What are the interests of United Financial’s executive officers and directors in the merger, if any?

A: Some of the directors and executive officers of United Financial have financial interests in the merger that are different from, or in addition to, the interests of United Financial’s other shareholders generally. These interests include, among others, the accelerated vesting of United Financial stock awards at the effective time of the merger; the rights of named executive officers and two other executive officers under their existing employment agreements upon a qualifying termination of employment within two years after closing; rights of two other executive officers (who are not named executive officers) under the Executive Change in Control Severance Plan upon a qualifying termination of employment within two years after

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closing; rights of William H. W. Crawford, IV, United Financial’s President and Chief Executive Officer, and one other executive officer (who is not a named executive officer) to enhanced benefits under a supplemental executive retirement plan and agreement, respectively, upon a qualifying termination within two years after closing; rights with respect to 2019 annual cash incentive awards; rights of all eligible employees under the United 401(k) Plan; and rights to continued indemnification and insurance coverage by People’s United after the merger for acts and omissions occurring on or before completion of the merger. The boards of directors of United Financial and People’s United were aware of these interests and considered them, among other matters, in approving the merger agreement and related transactions.

Q: What happens if the merger is not completed?

A: If the merger is not completed, United Financial’s shareholders will not receive any merger consideration for their shares of United Financial common stock. Instead, United Financial will remain an independent, public company, and United Financial common stock will continue to be listed and traded on the NASDAQ Global Select Market (which we refer to as “NASDAQ”). In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by United Financial. For a complete discussion of the circumstances under which a termination fee will be required to be paid, see “The Merger Agreement—Termination Fee” beginning on page [●].

Q: Should I send in my stock certificates now?

A: No. After the merger is complete, you will receive separate written instructions for surrendering your shares of United Financial common stock in exchange for the merger consideration. In the meantime, you should retain your stock certificates because they are still valid. Please do not send in your stock certificates with your proxy card. If your shares of United Financial common stock are held in book-entry form, you will not be required to take any additional actions. Promptly following the completion of the merger, shares of United Financial common stock held in book-entry form will automatically be exchanged for the merger consideration.

Q: Where can I find more information about the companies?

A: You can find more information about People’s United and United Financial from the various sources described under “Where You Can Find More Information” beginning on page [●].

Q: Whom should I call with questions?

A: You may contact People’s United or United Financial at the telephone numbers listed under “Where You Can Find More Information” beginning on page [●]. In each case, please ask to speak with a representative in the departments identified in that section. You may also contact Morrow Sodali LLC, 470 West Ave., Stamford, CT 06902, United Financial’s proxy solicitor (which we refer to as “Morrow”). Banks and brokers can call collect (203) 658-9400, and all others can call, toll-free, (800) 662-5200.

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that may be important to you. We urge you to read carefully the entire document and the other documents to which this proxy statement/prospectus refers in order to fully understand the merger and the related transactions. For more information, see “Where You Can Find More Information” beginning on page [●]. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

Information About the Companies (page [●])

People’s United

People’s United is the holding company of People’s United Bank. At June 30, 2019, People’s United had total consolidated assets of $52 billion, over 400 branches across six states and approximately 600 ATMs. A diversified financial services company founded in 1842, People’s United provides consumer, commercial, insurance, retail investment and wealth management and trust services to personal and business banking customers. The address of People’s United’s principal executive offices is 850 Main Street, Bridgeport, Connecticut 06604, and its telephone number is (203) 338-7171.

United Financial

United Financial is the holding company of United Bank. At June 30, 2019, United Financial had total consolidated assets of $7.34 billion, 58 branches and 72 ATMs. A full service financial services firm founded in 1858, United Financial offers a complete line of commercial, small business, wealth management and consumer banking products and services to customers throughout Connecticut, Massachusetts and Rhode Island. United Bank is a financially strong, leading New England bank headquartered in Hartford, Connecticut with its principal executive offices located at 225 Asylum Street, Hartford, Connecticut 06103, and its telephone number is (860) 291-3600.

The Merger (page [●])

United Financial and People’s United have entered into the merger agreement, pursuant to which United Financial will merge with and into People’s United, with People’s United as the surviving corporation in the merger. The merger agreement is attached to this proxy statement/prospectus as Annex A. Please carefully read the merger agreement as it is the legal document that governs the merger.

What United Financial’s Shareholders Will Receive in the Merger

If the merger is completed, each outstanding share of United Financial common stock, held immediately prior to the effective time of the merger, except for shares of United Financial common stock owned by United Financial or People’s United (in each case other than shares of United Financial common stock (1) held in any United Financial benefit plans (other than the United 401(k) Plan, including the ESOP) or trust accounts, managed accounts, mutual funds and the like or otherwise held in a fiduciary or agency capacity, or (2) held, directly or indirectly, in respect of debts previously contracted) (which will be cancelled), will be converted into the right to receive the merger consideration.

Based on the $[●] closing price of People’s United common stock on NASDAQ on [●], 2019, the last practicable trading day prior to the date of this proxy statement/prospectus, the value of the merger consideration payable to United Financial’s shareholders was $[●]. The value of the merger consideration is dependent upon the value of People’s United common stock at the effective time of the merger and therefore will fluctuate with the market price of People’s United common stock.

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Treatment of United Financial Stock Awards in the Merger

At the effective time of the merger, subject to the terms and conditions of the merger agreement, each option to purchase shares of United Financial common stock granted by United Financial under the United Financial stock incentive plans that is outstanding and unexercised immediately prior to the effective time of the merger (which we refer to as a “United Financial stock option”), whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, will be cancelled and converted into the right to receive a number of shares of People’s United common stock equal to the quotient of (i) the product of (A) the number of shares of United Financial common stock subject to such United Financial stock option and (B) the excess, if any, of the per share stock consideration over the exercise price per share of United Financial common stock of such United Financial stock option, divided by (ii) the average of the closing-sale prices of People’s United common stock for the five full trading days ending on the trading day immediately preceding the closing date of the merger, with cash payable in lieu of any fractional shares. The “per share stock consideration” means the exchange ratio times the average of the closing-sale prices of People’s United common stock for the five full trading days ending on the trading day immediately preceding the closing date of the merger. The consideration payable in respect of United Financial stock options will be issued net of applicable tax withholdings, which will be accomplished through the withholding of shares of People’s United common stock with a value equal to the applicable tax withholding obligation, within five business days following the closing date.

At the effective time of the merger, subject to the terms and conditions of the merger agreement, each performance-based restricted stock unit granted by United Financial under the United Financial stock incentive plans that is outstanding immediately prior to the effective time of the merger (which we refer to as a “United Financial PSU”), whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, will be cancelled and converted into the right to receive a number of shares of People’s United common stock equal to the product of (A) the number of shares of United Financial common stock subject to such United Financial PSU at the target level of performance applicable to such United Financial PSU, as determined in accordance with the applicable award agreement pursuant to which such United Financial PSU was granted multiplied by (B) the exchange ratio, with cash payable in lieu of fractional shares. The consideration payable in respect of United Financial PSUs will be issued net of applicable tax withholdings, which will be accomplished through the withholding of shares of People’s United common stock with a value equal to the applicable tax withholding obligation, within five business days following the closing date.

At the effective time of the merger, subject to the terms and conditions of the merger agreement, each other United Financial equity-based award granted by United Financial under the United Financial stock incentive plans that is outstanding immediately prior to the effective time of the merger (which we refer to as an “other United Financial equity award”, and together with the United Financial stock options and the United Financial PSUs, the “United Financial stock awards”)), whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, will be cancelled and converted into the right to receive a number of shares of People’s United common stock equal to the product of (A) the number of shares of United Financial common stock subject to such other United Financial equity award multiplied by (B) the exchange ratio, with cash payable in lieu of fractional shares. The consideration payable in respect of other United Financial equity awards will be issued net of applicable tax withholdings, which will be accomplished through the withholding of shares of People’s United common stock with a value equal to the applicable tax withholding obligation, within five business days following the closing date.

Accounting Treatment of the Merger (page [●])

People’s United will account for the merger as a purchase for financial reporting purposes.

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Material U.S. Federal Income Tax Consequences of the Merger (page [●])

The merger is intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to the respective obligations of People’s United and United Financial to complete the merger that each receives a legal opinion to that effect. Therefore, for U.S. federal income tax purposes, as a result of the merger, a U.S. holder of shares of United Financial common stock generally will not recognize gain or loss with respect to People’s United common stock received in the merger, but will recognize gain or loss with respect to any cash received in lieu of fractional shares of People’s United common stock.

For more information, see “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●].

Opinion of United Financial’s Financial Advisor (page [●])

Sandler O’Neill & Partners, L.P. (which we refer to as “Sandler O’Neill”) is acting as financial advisor to United Financial in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the July 15, 2019 meeting at which United Financial’s board of directors considered and approved the terms of the merger agreement and the merger, Sandler O’Neill delivered to United Financial’s board of directors its oral opinion, which was subsequently confirmed in writing on the same day, to the effect that, as of such date, the exchange ratio set forth in the merger agreement was fair to the holders of United Financial common stock, from a financial point of view. The full text of Sandler O’Neill’s opinion is attached as Annex B to this proxy statement/prospectus which sets forth the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion. United Financial’s shareholders are urged to read the entire opinion carefully in connection with their consideration of the merger proposal. Sandler O’Neill’s opinion speaks only as of the date of the opinion and was necessarily based on financial, economic, regulatory and other conditions as they existed on, and the information made available to Sandler O’Neill as of, the date thereof. Sandler O’Neill’s opinion is addressed to United Financial’s board of directors in its capacity as such, is directed only as to the fairness of the exchange ratio to the holders of United Financial common stock from a financial point of view, and does not constitute a recommendation as to how any United Financial shareholder should vote with respect to the merger proposal.

For more information, see the section entitled “The Merger—Opinion of United Financial’s Financial Advisor” on page [●] of this proxy statement/prospectus and the copy of the Sandler O’Neill opinion included in this proxy statement/prospectus as Annex B.

RP Financial Analyses (page [●])

United Financial engaged RP Financial, LC. (which we refer to as “RP Financial”) to provide certain strategic planning and advisory services in connection with its assessment of United Financial’s internal strategic plan assuming United Financial continued to operate independently and to assist the board of directors in its evaluation of a prospective merger with People’s United.

RP Financial provided the results of its independent analyses to United Financial’s board of directors (in its capacity as such) in connection with and for the purpose of its evaluation of United Financial’s internal strategic plan and its prospective merger with People’s United. RP Financial made no recommendation to United Financial’s board of directors or management and makes no recommendation to any United Financial shareholder as to how such shareholder should vote with respect to the merger or any other matter at the special meeting or whether to take any other action with respect to the merger. RP

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Financial’s analyses were among the many factors considered by United Financial’s board of directors in its evaluation of the transactions contemplated by the merger agreement and should not be viewed as determinative of the views of United Financial’s board of directors or management with respect to the merger consideration or the transactions contemplated by the merger agreement, and the decision to approve and recommend the transactions contemplated by the merger agreement to United Financial’s shareholders was made independently by United Financial’s board of directors.

For more information, see the section entitled “The Merger—RP Financial Analyses” beginning on page [●] of this proxy statement/prospectus.

Recommendation of United Financial’s Board of Directors (page [●])

United Financial’s board of directors has determined that the merger is in the best interests of United Financial and its shareholders. United Financial’s board of directors unanimously recommends that United Financial’s shareholders vote “FOR” the approval of the merger proposal and “FOR” the other matters to be considered at the special meeting.

Interests of United Financial’s Directors and Executive Officers in the Merger (page [●])

In considering the recommendation of United Financial’s board of directors with respect to the merger, United Financial’s shareholders should be aware that the directors and executive officers of United Financial have certain interests in the merger that may be different from, or in addition to, the interests of United Financial’s shareholders generally. These interests include, among others:

• the accelerated vesting of United Financial stock awards at the effective time of the merger, subject to the terms and conditions of the merger agreement;

• United Financial’s named executive officers and certain other executive officers are party to employment agreements that provide for “double-trigger” severance benefits upon certain qualifying terminations of employment within two years after a change in control, including the merger;

• certain of United Financial’s executive officers (excluding the named executive officers) participate in an Executive Change in Control Severance Plan, which provides for “double-trigger” severance benefits upon a qualifying termination of employment within two years or, in some cases, the six-month period prior to the date of a change in control, including the merger;

• Mr. Crawford and one other executive officer are entitled to receive enhanced benefits under a supplemental executive retirement plan and agreement, respectively, upon an involuntary termination (or termination for good reason) within two years following a change in control;

• pursuant to the terms of the merger agreement, if the effective time of the merger occurs before the payment of United Financial’s 2019 annual cash incentive awards (which we refer to as the “2019 incentives”), People’s United will cause to be paid to each employee of United Financial and its subsidiaries who is employed by United Financial or its subsidiaries immediately prior to the effective time (including the executive officers) the prorated portion of such employee’s 2019 incentives on or as soon as practicable following the closing date;

• pursuant to the terms of the merger agreement, prior to closing, United Financial will take steps to terminate the United 401(k) Plan (including the ESOP) and at such later date as directed by People’s United, participants will be permitted to rollover their United 401(k) Plan (including the ESOP) account balances (including loans) into a tax qualified retirement defined contribution plan sponsored by People’s United; and

• pursuant to the terms of the merger agreement, United Financial’s directors and executive officers are entitled to continued indemnification and insurance coverage after the completion of the merger for acts and omissions occurring on or before completion of the merger.

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United Financial’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation that United Financial’s shareholders vote to approve the merger proposal. For more information, see “The Merger—Background of the Merger” beginning on page [●] and “The Merger—United Financial’s Reasons for the Merger; Recommendation of United Financial’s Board of Directors” beginning on page [●]. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “The Merger—Interests of United Financial’s Directors and Executive Officers in the Merger” beginning on page [●].

People’s United’s Board of Directors After the Merger (page [●])

People’s United’s board of directors will not change in connection with the merger and the other transactions contemplated by the merger agreement.

Agreement Not to Solicit Other Offers (page [●])

United Financial has agreed not to initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to, engage or participate in any negotiations concerning, provide any confidential or nonpublic information or data to, or have or participate in any discussions with any person relating to any proposals from third parties regarding acquiring United Financial or its businesses (except to seek to clarify and understand the terms and conditions of any inquiry or proposal made by such third party or to notify a person that has made or, to the knowledge of United Financial, is considering making an acquisition proposal, of the existence of these restrictions). However, if United Financial receives an unsolicited bona fide written acquisition proposal from a third party prior to the approval of the merger proposal by United Financial’s shareholders, United Financial may furnish or cause to be furnished nonpublic information or data to such third party and participate in negotiations or discussions with such third party if, among other steps, United Financial’s board of directors concludes in good faith that failure to take such actions would reasonably be expected to violate its fiduciary duties under applicable law and prior to providing any such nonpublic information, United Financial will have entered into a confidentiality agreement with such third party on terms no less favorable to it than the confidentiality agreement between United Financial and People’s United and which shall not provide such third party with any exclusive right to negotiate with United Financial. For more information, see “The Merger Agreement—Agreement Not to Solicit Other Offers” beginning on page [●].

Regulatory Approvals Required for the Merger (page [●])

Subject to the terms of the merger agreement, both United Financial and People’s United have agreed to use their reasonable best efforts to obtain as promptly as practicable all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement, including the merger and the bank merger, and comply with the terms and conditions of such approvals. These approvals include approvals from (or waivers of such approvals by) the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve Board”), the Office of the Comptroller of the Currency (which we refer to as the “OCC”) and the State of Connecticut Department of Banking (which we refer to as the “Connecticut DOB”). Notifications regarding, and/or applications requesting approval for, the transactions contemplated by the merger agreement may also be submitted to other federal and state regulatory authorities and self-regulatory organizations. People’s United has filed applications to obtain the necessary regulatory approvals or, in the case of the Federal Reserve Board, a request for a determination by the Federal Reserve Board that no regulatory purpose would be served by requiring an application under Section 3 of the Bank Holding Company Act of 1956 (which we refer to as the “BHC Act”) for the transactions contemplated by the merger agreement. The completion of the merger is also subject to the expiration of certain waiting periods and other requirements. Although People’s United does not know of any reason why it would not be able to obtain the necessary regulatory approvals in a timely manner, People’s United cannot be certain when or if it will obtain them or, if obtained, whether they will contain terms,

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conditions or restrictions not currently contemplated that will be detrimental to People’s United or its subsidiaries after the completion of the merger, or will contain any condition or restriction that would reasonably be expected to have a material adverse effect on People’s United and its subsidiaries, taken as a whole, after giving effect to the merger (measured on a scale relative to United Financial and its subsidiaries, taken as a whole) (which we refer to as a “materially burdensome regulatory condition”). For more information regarding the regulatory approvals to which completion of the merger and the bank merger are subject, see “The Merger—Regulatory Approvals Required for the Merger” beginning on page [●].

Conditions to Complete the Merger (page [●])

Each party’s obligation to complete the merger is subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain conditions, including: (i) the approval of the merger proposal by the requisite vote of United Financial’s shareholders; (ii) the authorization for listing on NASDAQ of the shares of People’s United common stock to be issued pursuant to the merger; (iii) the receipt of all required regulatory approvals which are necessary to consummate the transactions contemplated by the merger agreement and the expiration of all statutory waiting periods without the imposition of a materially burdensome regulatory condition; (iv) the effectiveness of the registration statement of which this proxy statement/prospectus is a part with respect to the People’s United common stock to be issued upon the consummation of the merger; (v) the absence of any order, injunction or other legal restraint preventing the completion of the merger or the bank merger or making the completion of the merger illegal; (vi) subject to certain exceptions and materiality standards provided in the merger agreement, the accuracy of the representations and warranties of each of People’s United and United Financial; (vii) performance in all material respects by each of People’s United and United Financial of its respective obligations under the merger agreement; and (viii) receipt by each of People’s United and United Financial of an opinion from its respective counsel to the effect that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code.

Neither United Financial nor People’s United can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For more information, see “The Merger Agreement—Conditions to Complete the Merger” beginning on page [●].

Termination of the Merger Agreement (page [●])

The merger agreement may be terminated at any time by People’s United or United Financial prior to the effective time of the merger under the following circumstances:

• by mutual written consent of People’s United and United Financial;

• by either People’s United or United Financial, if any governmental entity that must grant a required regulatory approval has denied approval of the merger or the bank merger and such denial has become final and nonappealable, or any governmental entity of competent jurisdiction has issued a final nonappealable order permanently enjoining or otherwise prohibiting or making illegal the consummation of the merger or the bank merger, unless the failure to obtain a required regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its covenants and agreements under the merger agreement;

• by either People’s United or United Financial, if the merger is not consummated by July 15, 2020 (which we refer to as the “termination date”), unless the failure of the merger to be consummated by the termination date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its covenants and agreements under the merger agreement; provided, that the termination date may be extended to October 15, 2020 by either People’s United or United Financial if the closing of the merger has not occurred by July 15, 2020, and on such date, (i) the parties have not

13

received all required regulatory approvals to consummate the merger and (ii) each of the other conditions precedent set forth in the merger agreement has been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger; provided, that such conditions would have been satisfied on the termination date);

• by either People’s United or United Financial, if there is a breach by the other party of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) of such other party set forth in the merger agreement that would, individually or in the aggregate with other breaches by such party, result in failure of the conditions to the terminating party’s obligations to complete the merger to be satisfied, unless the breach is cured by the earlier of the termination date and 45 days following written notice of the breach (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement of such terminating party set forth in the merger agreement); and

• by People’s United, if (i) prior to the approval by United Financial’s shareholders of the merger agreement, United Financial or its board of directors (A) submits the merger agreement to United Financial’s shareholders without a recommendation for approval, or otherwise withdraws or materially and adversely modifies its recommendation for approval (or publicly discloses an intention to do so), or recommends to its shareholders an acquisition proposal other than the merger, or (B) breaches its obligation to call and hold the special meeting for the purpose of voting on the merger proposal or materially breaches its obligation not to solicit other offers or (ii) a tender offer or exchange offer for 25% or more of the outstanding shares of United Financial common stock is commenced (other than by People’s United or its subsidiaries) and United Financial’s board of directors recommends that United Financial’s shareholders tender or exchange their shares (or fails to recommend a rejection of such tender or exchange offer within 10 business days).

For more information, see “The Merger Agreement—Termination of the Merger Agreement” beginning on page [●].

Termination Fee (page [●])

If the merger agreement is terminated under certain circumstances, United Financial may be required to pay to People’s United a termination fee equal to $28,278,000 (which we refer to as the “termination fee”). This termination fee could discourage other companies from seeking to acquire or merge with United Financial. For more information, see “The Merger Agreement—Termination Fee” beginning on page [●].

Amendment, Waiver and Extension of the Merger Agreement (page [●])

People’s United and United Financial may jointly amend the merger agreement, and each of People’s United and United Financial may waive its right to require the other party to comply with particular provisions of the merger agreement. However, People’s United and United Financial may not amend the merger agreement after United Financial’s shareholders have approved the merger if the amendment would legally require further approval by United Financial’s shareholders without first obtaining such further approval.

For more information, see “The Merger Agreement—Amendment, Waiver and Extension of the Merger Agreement” beginning on page [●].

14

The Special Meeting of United Financial’s Shareholders (page [●])

United Financial will hold its special meeting of shareholders at [●] on [●], 2019 at [●], local time. At the special meeting you will be asked to vote upon the following matters (each as described in more detail in “The Proposals” beginning on page [●]):

• the merger proposal;

• the compensation proposal; and

• the adjournment proposal.

You can vote at the United Financial special meeting of shareholders if you owned United Financial common stock at the close of business on the record date. As of the record date, there were approximately [●] shares of United Financial common stock outstanding and entitled to vote, approximately [●] of which, or [●]%, were owned beneficially or of record by directors and officers of United Financial. You can cast one vote for each share of United Financial common stock that you owned on that date.

Shareholders representing a majority of the outstanding shares of United Financial common stock entitled to vote at the special meeting must be present at the special meeting, either in person or by proxy, for there to be a quorum at the special meeting.

The affirmative vote of the holders of at least two-thirds of the outstanding shares of United Financial common stock is required to approve the merger proposal. Assuming a quorum is present, the affirmative vote of the holders of a majority of the shares of United Financial common stock represented at the special meeting, either in person or by proxy, is required to approve the compensation proposal. The affirmative vote of the holders of a majority of the shares of United Financial common stock represented at the special meeting, either in person or by proxy, is required to approve the adjournment proposal, regardless of whether a quorum is present.

United Financial’s shareholders must approve the merger proposal in order for the merger to occur. United Financial’s shareholders are not, however, required to approve the compensation proposal or the adjournment proposal in order for the merger to occur. If United Financial’s shareholders fail to approve the compensation proposal or the adjournment proposal, but approve the merger proposal, the merger may nonetheless occur.

No Appraisal Rights (page [●])

Pursuant to Section 33-856 of the CBCA, shareholders of a Connecticut corporation are not entitled to exercise any appraisal or dissenters’ rights if such corporation’s stock is listed on a national securities exchange. Accordingly, United Financial’s shareholders do not have appraisal or dissenters’ rights with respect to the merger.

Comparison of Shareholder Rights (page [●])

The rights of United Financial’s shareholders will change as a result of the merger. The rights of United Financial’s shareholders are governed by Connecticut law and by United Financial’s certificate of incorporation, as amended (which we refer to as “United Financial’s certificate of incorporation”), and United Financial’s bylaws, as amended (which we refer to as “United Financial’s bylaws”). Upon completion of the merger, United Financial’s shareholders will become People’s United’s shareholders, and their rights will be governed by Delaware law and People’s United’s certificate of incorporation, as amended (which we refer to as “People’s United’s certificate of incorporation”) and People’s United’s bylaws, as amended (which we refer to as “People’s United’s bylaws”). For additional information regarding the different rights of shareholders of People’s United than shareholders of United Financial, see “Comparison of Shareholder Rights” beginning on page [●].

15

Risk Factors (page [●])

You should consider all of the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page [●].

16

SELECTED HISTORICAL FINANCIAL DATA OF PEOPLE’S UNITED

People’s United is providing the following information to aid you in your analysis of the financial aspects of the merger. People’s United derived the financial information as of and for the fiscal years ended December 31, 2014 through December 31, 2018 from its historical audited financial statements for these fiscal years. People’s United derived the financial information as of and for the six months ended June 30, 2019 and 2018 from its unaudited financial statements, which financial statements include, in the opinion of People’s United management, all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of those results.

The results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019, and you should not assume the results of operations for any past periods indicate results for any future period. This information is only a summary, and you should read it in conjunction with People’s United’s consolidated financial statements and the related notes contained in People’s United’s periodic reports filed with the SEC that have been incorporated by reference into this proxy statement/prospectus. For more information, see “Where You Can Find More Information” beginning on page [●].

	As of and for the Six Months Ended June 30,						As of and for the Fiscal Year Ended December 31,
	2019			2018			2018			2017			2016			2015			2014
	(dollars in millions, except  per common share data)
Selected Financial Condition Data:
Total assets	$	51,623		$	44,575		$	47,877		$	44,453		$	40,610		$	38,947		$	36,022
Loans		38,557			32,512			35,241			32,575			29,745			28,411			26,592
Securities		7,086			7,324			7,233			7,043			6,738			6,449			5,012
Short-term investments(1)		275			253			266			378			182			380			769
Allowance for loan losses		244			237			240			234			229			211			198
Goodwill and other acquisition-related intangible assets		3,073			2,574			2,866			2,560			2,142			2,088			2,103
Deposits		39,467			32,468			36,159			33,056			29,861			28,417			26,138
Borrowings		3,400			4,639			3,593			4,104			4,057			4,307			3,692
Notes and debentures		912			889			896			902			1,030			1,033			1,027
Stockholders’ equity		7,046			5,900			6,534			5,820			5,142			4,732			4,633
Non-performing assets(2)		179			187			186			168			167			182			224
Financial Results:
Net interest income—FTE(3)	$	695.4		$	609.9		$	1,262.4		$	1,143.2		$	1,004.5		$	957.3		$	931.1
Provision for loan losses		13.2			11.9			30.0			26.0			36.6			33.4			40.6
Net security gains (losses)(4)		0.1			0.1			(9.8	)		(25.4	)		(5.9	)		—			3.0
All other non-interest income(5)		200.8			185.2			376.2			378.3			348.6			352.4			347.8
Non-interest expense(6)		555.6			492.1			996.1			960.3			868.8			860.6			841.5
Income from continuing operations		247.8			218.1			468.1			337.2			281.0			260.1			251.7
Net income		247.8			218.1			468.1			337.2			281.0			260.1			251.7
Net income available to common shareholders		240.8			211.1			454.0			323.1			279.2			260.1			251.7
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on average assets(7)		1.00	%		0.99	%		1.04	%		0.79	%		0.71	%		0.71	%		0.75	%
Return on average common equity(8)		7.4			7.5			7.8			6.0			5.8			5.5			5.4
Return on average tangible common equity(8)		13.5			13.9			14.3			11.0			10.2			10.0			10.0
Net interest margin(7)		3.15			3.07			3.12			2.98			2.80			2.88			3.09
Net interest rate spread		3.10			3.04			3.07			2.95			2.78			2.86			3.07
Efficiency ratio		56.6			58.9			57.4			57.7			60.5			61.5			62.1
Average interest-earning assets to average interest-bearing liabilities		132.28			133.88			134.41			132.04			127.94			128.07			129.27

17

	As of and for the Six Months Ended June 30,						As of and for the Fiscal Year Ended December 31,
	2019			2018			2018			2017			2016			2015			2014
	(dollars in millions, except  per common share data)
Common Share Data:
Basic earnings per common share	$	0.63		$	0.62		$	1.30		$	0.98		$	0.92		$	0.86		$	0.84
Diluted earnings per common share		0.63			0.61			1.29			0.97			0.92			0.86			0.84
Dividends paid per common share		0.3525			0.3475			0.6975			0.6875			0.6775			0.6675			0.6575
Book value per common share (end of period)		17.34			16.56			16.95			16.40			15.85			15.62			15.44
Tangible book value per common share (end of period)(10)		9.51			9.02			9.23			8.87			8.92			8.73			8.43
Common dividend payout ratio		56.0	%		56.2	%		53.7	%		70.6	%		73.7	%		77.3	%		78.2	%
Capital Ratios:
Average stockholders’ equity to average total assets		13.7	%		13.3	%		13.4	%		13.1	%		12.2	%		12.7	%		13.7	%
Stockholders’ equity to total assets		13.6			13.2			13.6			13.1			12.7			12.1			12.9
Tangible common equity to tangible assets(10)		7.7			7.3			7.6			7.2			7.2			7.2			7.5
Regulatory Capital Ratios(11):
Leverage (core) capital		8.7	%		8.6	%		8.7	%		8.3	%		8.4	%		8.0	%		7.9	%
Tier 1 risk-based capital		10.7			10.8			10.9			10.4			10.7			9.8			9.8
Total risk-based capital		12.0			12.5			12.5			12.2			12.5			11.7			12.2
Asset Quality Ratios:
Originated non-performing loans to originated loans(12)		0.56	%		0.56	%		0.55	%		0.49	%		0.51	%		0.58	%		0.77	%
Non-performing assets to:
Originated loans, REO and repossessed assets(12)		0.56			0.62			0.61			0.56			0.57			0.66			0.88
Tangible stockholders’ equity and originated allowance for loan losses		4.24			5.25			4.76			4.81			5.19			6.38			8.24
Net loan charge-offs to average total loans(9)		0.05			0.06			0.07			0.08			0.06			0.08			0.12
Total originated allowance for loan losses to:
Originated non-performing loans(12)		146.0			138.4			140.9			155.2			150.6			127.3			95.5
Originated loans(12)		0.76			0.77			0.77			0.77			0.77			0.73			0.74

(1) Includes securities purchased under agreements to resell.

(2) Excludes “acquired” loans (see note 12 below) that meet People’s United’s definition of a non-performing loan, but for which the risk of credit loss has been considered by virtue of People’s United’s estimate of acquisition-date fair value and/or the existence of an FDIC loss-share agreement.

(3) Fully taxable equivalent basis.

(4) Includes $10.0 million in security losses (considered non-operating) for the fiscal years ended December 31, 2018 and 2017 incurred as a tax planning strategy in response to tax reform-related benefits.

(5) Includes $9.2 million and $20.6 million of non-operating income for the fiscal years ended December 31, 2015 and 2014, respectively.

(6) Includes $21.5 million and $2.9 million of non-operating expenses for the six months ended June 30, 2019 and 2018, respectively. Includes $11.4 million, $30.6 million, $4.7 million, $12.9 million, and $9.5 million of non-operating expenses for the fiscal years ended December 31, 2018, 2017, 2016, 2015 and 2014 respectively.

(7) Calculated based on net income for all periods. Six month ratios are presented on an annualized basis.

(8) Calculated based on net income available to common stockholders for all periods. Six month ratios are presented on an annualized basis.

(9) Six month ratios are presented on an annualized basis.

(10) The tangible common equity ratio is the ratio of (i) tangible common equity (total stockholders’ equity less preferred stock, goodwill and other acquisition-related intangible assets) (the numerator) to (ii) tangible assets (total assets less goodwill and other acquisition-related intangible assets) (the denominator). Tangible book value per common share is calculated by dividing tangible common equity by common shares (total common shares issued, less common shares classified as treasury shares and unallocated People’s United Employee Stock Ownership Plan common shares).

(11) Effective January 1, 2015, all regulatory capital ratios are calculated in accordance with BASEL III capital rules.

(12) Calculations exclude “acquired” loans, which represent the acquisition-date portfolios in People’s United’s acquisitions that are accounted for as loan pools. “Originated” loans represent all loans other than acquired loans. Including acquired loans and acquired non-performing loans at June 30, 2019, non-performing loans were 0.51% of total loans and non-performing assets were 0.55% of total loans, REO and repossessed assets.

18

SELECTED HISTORICAL FINANCIAL DATA OF UNITED FINANCIAL

The following selected consolidated financial information for the fiscal years ended December 31, 2014 through December 31, 2018 is derived from audited financial statements of United Financial. The financial information as of and for the six months ended June 30, 2019 and 2018 are derived from unaudited financial statements, which financial statements include, in the opinion of United Financial’s management, all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of those results. The results of operations for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2019, and you should not assume the results of operations for any past periods indicate results for any future period. This information is only a summary, and you should read it in conjunction with United Financial’s consolidated financial statements and the related notes contained in United Financial’s periodic reports filed with the SEC that have been incorporated by reference into this proxy statement/prospectus. For more information, see “Where You Can Find More Information” beginning on page [●].

	As of and for the Six Months Ended June 30,						As of and for the Fiscal Year Ended December 31,
	2019			2018			2018			2017			2016			2015			2014
	(dollars in millions, except  per common share data)
Selected Financial Condition Data:
Total assets	$	7,336		$	7,209		$	7,357		$	7,114		$	6,600		$	6,229		$	5,477
Loans receivable, net		5,720			5,442			5,623			5,308			4,871			4,587			3,877
Securities—available for sale		841			1,006			973			1,051			1,043			1,059			1,053
Short-term investments		47			47			62			32			44			48			44
Allowance for loan losses		53			49			52			47			43			34			25
Goodwill and other acquisition related intangible assets		122			119			123			120			121			123			125
Deposits		5,727			5,393			5,671			5,198			4,711			4,437			4,035
Advances from the Federal Home Loan Bank		652			925			797			1,046			1,047			949			581
Other borrowings		90			116			102			119			123			150			196
Stockholders’ equity		720			702			713			693			656			626			602
Non-performing assets		32			31			32			34			36			39			35
Financial Results:
Net interest income—FTE	$	93.9		$	94.7		$	191.5		$	184.2		$	171.1		$	164.6		$	137.9
Provision for loan losses		4.5			4.3			8.9			9.4			13.4			13.0			9.5
Net security gains		0.9			0.2			0.1			0.8			2.0			0.9			1.2
All other non-interest income		8.9			17.5			36.6			33.8			28.9			32.0			15.4
Non-interest expense		78.6			75.1			157.8			142.8			134.7			128.6			144.4
Income from continuing operations		9.4			31.4			59.9			54.6			49.7			49.6			6.8
Net income		9.4			31.4			59.9			54.6			49.7			49.6			6.8
Net income available to common shareholders		9.4			31.4			59.9			54.6			49.7			49.6			6.8
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on average assets(1)		0.26	%		0.89	%		0.84	%		0.80	%		0.78	%		0.87	%		0.16	%
Return on average common equity(1)		2.62			9.07			8.57			8.09			7.77			8.08			1.28
Return on average tangible common equity(1)(2)		3.38			11.14			10.53			10.01			9.81			10.35			1.70
Net interest margin(3)		2.81			2.94			2.92			3.01			2.96			3.19			3.54
Net interest rate spread(4)		2.52			2.74			2.71			2.87			2.83			3.07			3.43
Efficiency ratio(5)		69.83			64.58			66.01			61.91			62.43			61.24			65.40
Average interest-earning assets to average interest-bearing liabilities		118.18			117.43			117.63			117.81			118.75			119.82			123.60
Common Share Data:
Basic earnings per common share	$	0.19		$	0.62		$	1.18		$	1.09		$	1.00		$	1.01		$	0.16
Diluted earnings per common share		0.19			0.62			1.17			1.07			0.99			1.00			0.16
Dividends paid per common share		0.24			0.24			0.48			0.48			0.48			0.46			0.40
Book value per common share (end of period)(6)		14.09			13.73			13.94			13.58			12.91			12.53			12.16
Tangible book value per common share (end of period)(7)		11.71			11.40			11.54			11.24			10.53			10.07			9.65
Common dividend payout ratio(8)		129.68			38.93			40.49			44.14			48.00			45.28			265.51

19

	As of and for the Six Months Ended June 30,						As of and for the Fiscal Year Ended December 31,
	2019			2018			2018			2017			2016			2015			2014
	(dollars in millions, except  per common share data)
Capital Ratios:
Average stockholders’ equity to average total assets		9.78	%		9.78	%		9.78	%		9.91	%		10.00	%		10.79	%		12.37	%
Stockholders’ equity to total assets		9.81			9.74			9.69			9.75			9.94			10.04			11.00
Tangible common equity to tangible assets(9)		8.29			8.22			8.15			8.20			8.25			8.23			8.93
Regulatory Capital Ratios:
Leverage (core) capital		8.4	%		8.5	%		8.4	%		8.4	%		8.6	%		8.9	%		9.1	%
Tier 1 risk-based capital		10.0			10.6			10.4			10.4			10.7			10.3			12.0
Total risk-based capital		12.1			12.8			12.6			12.6			13.0			12.5			14.6
Asset Quality Ratios:
Non Performing Loans / Total Loans		0.53			0.54			0.54			0.59			0.69			0.82			0.83
Non Performing Assets / Total Assets		0.44			0.43			0.44			0.48			0.54			0.62			0.59
Allowance for Loan Losses / Non Performing Loans		174.05			167.12			168.32			148.76			125.64			89.64			76.67
Allowance for Loan Losses / Total Loans		0.92			0.90			0.91			0.88			0.87			0.73			0.64

(1) Calculated based on net income for all periods. Six month ratios are presented on an annualized basis.

(2) Return on average tangible common equity ratio is the ratio of total net income excluding tax-effected intangible assets amortization (the numerator) divided by average tangible common equity (average stockholders’ equity less average goodwill and other intangible assets) (the denominator).

(3) Represents tax-equivalent net interest income as a percentage of average interest-earning assets.

(4) Represents the difference between the weighted-average yield on average interest-earning assets and the weighted-average cost of interest-bearing liabilities.

(5) The efficiency ratio represents non-interest expense (the numerator) divided by the sum of net interest income and non-interest income, excluding certain non-GAAP adjustments (the denominator).

(6) Book value per share is calculated by dividing total shareholders’ equity by total common shares outstanding for the period.

(7) Tangible book value per share represents the ratio of stockholders’ equity less intangible assets divided by total common shares outstanding.

(8) Common dividend payout ratio is the ratio of total dividends paid to shareholders during the period (the numerator) divided by total net income for the period (the denominator).

(9) Tangible common equity ratio is the ratio of (i) tangible common equity (total stockholders’ equity less goodwill and core deposit intangible) (the numerator) divided by tangible assets (total assets less goodwill and core deposit intangible).

20

UNAUDITED COMPARATIVE PER SHARE DATA

The following table sets forth the basic earnings, diluted earnings, cash dividend and book value per share of common stock data for People’s United and United Financial on a historical basis and on a pro forma combined basis, for the six months ended June 30, 2019, and for the year ended December 31, 2018. The unaudited pro forma data was derived by combining the historical financial information of People’s United and United Financial using the acquisition method of accounting for business combinations, assumes the transaction is completed as contemplated and represents a current estimate based on available information of the combined company’s results of operations. The unaudited pro forma data and equivalent per share information gives effect to the merger as if the transaction had been effective on the dates presented, in the case of the book value data, and as if the transaction had become effective on January 1, 2018, in the case of the earnings per share and dividends declared data. The pro forma financial adjustments record the assets and liabilities of United Financial at their estimated fair values and are subject to adjustment as additional information becomes available and as additional analysis is performed.

The unaudited pro forma data below is presented for illustrative purposes only. You should not rely on the unaudited pro forma data or equivalent amounts presented below as they are not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of merger- and integration-related costs or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results. The information in the following table is derived from and should be read in conjunction with the historical consolidated financial statements and related notes of People’s United and United Financial, which are incorporated into this document by reference. For more information, see “Where You Can Find More Information” beginning on page [●].

	People’s United as Reported		United Financial as Reported		Pro Forma Combined People’s United(1)		Pro Forma Equivalent Per Share Information(2)
For the six months ended June 30, 2019:
Basic earnings per share of common stock from continuing operations	$	0.63	$	0.19	$	0.59	$	0.52
Diluted earnings per share of common stock from continuing operations		0.63		0.19		0.58		0.51
Cash dividends(3)		0.3525		0.24		0.3525		0.3084
Book value at June 30, 2019(4)		17.34		14.09		17.28		15.12
For the year ended December 31, 2018:
Basic earnings per share of common stock from continuing operations	$	1.30	$	1.18	$	1.31	$	1.15
Diluted earnings per share of common stock from continuing operations		1.29		1.17		1.30		1.14
Cash dividends(3)		0.6975		0.48		0.6975		0.6103
Book value at December 31, 2018(4)		16.95		13.94		16.68		14.60

(1) Pro forma earnings per share are based on pro forma combined net income and pro forma combined weighted-average common shares outstanding for the period.

(2) Pro forma equivalent per share information is calculated based on the pro forma combined multiplied by the exchange ratio.

(3) Pro forma dividends per share represent People’s United’s historical dividends per share of common stock.

(4) Pro forma combined People’s United book value per common share is calculated based on pro forma combined equity and pro forma combined shares of common stock outstanding at the end of the period.

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COMPARATIVE MARKET PRICE DATA AND DIVIDEND INFORMATION

People’s United common stock is listed and traded on NASDAQ under the symbol “PBCT.” United Financial common stock is listed and traded on NASDAQ under the symbol “UBNK.” On [●], 2019, the last practicable trading day prior to the date of this proxy statement/prospectus, there were [●] shares of People’s United common stock issued and outstanding and approximately [●] holders of record of People’s United common stock, and [●] shares of United Financial common stock issued and outstanding and approximately [●] holders of record of United Financial common stock.

The following table presents:

• the closing sale price of a share of United Financial common stock, as reported on NASDAQ; and

• the closing sale price of a share of People’s United common stock, as reported on NASDAQ;

in each case, on July 15, 2019, the last full trading day prior to the public announcement of the merger, and on [●], 2019, the last practicable trading day prior to the date of this proxy statement/prospectus.

The following table also presents the implied per share value of the People’s United common stock that United Financial’s shareholders would receive for each share of their United Financial common stock if the merger was completed on those dates:

	United Financial Common Stock		People’s United Common Stock		Implied Value Per Share of United Financial Common Stock(1)
July 15, 2019	$	14.02	$	16.61	$	14.53
[●], 2019	$	[●]	$	[●]	$	[●]

(1) Calculated by multiplying the closing price of People’s United common stock as of the specified date by the exchange ratio.

The market value of the People’s United common stock to be issued in exchange for shares of United Financial common stock upon the completion of the merger will not be known at the time of the United Financial special meeting. The above tables show only historical comparisons. Because the market prices of People’s United common stock and United Financial common stock will likely fluctuate prior to the merger, these comparisons may not provide meaningful information to United Financial’s shareholders in determining whether to approve the merger proposal. Shareholders are encouraged to obtain current market quotations for both People’s United common stock and United Financial common stock and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus. For more information, see “Where You Can Find More Information” beginning on page [●].

The holders of People’s United common stock receive dividends as and when declared by People’s United’s board of directors out of statutory surplus or from net profits. Following the completion of the merger, subject to approval and declaration by People’s United’s board of directors, People’s United expects to continue paying quarterly cash dividends on a basis consistent with past practice. The current annualized rate of distribution on a share of People’s United common stock is $0.71 per share.

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RISK FACTORS

In addition to the general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption “Information Regarding Forward-Looking Statements” beginning on page [●], you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. For more information, see “Where You Can Find More Information” beginning on page [●].

Risks Related to the Merger and People’s United’s Business upon Completion of the Merger

Because the market price of People’s United common stock will fluctuate, United Financial’s shareholders cannot be certain of the market value of the merger consideration they will receive.

Upon completion of the merger, each outstanding share of United Financial common stock held immediately prior to the effective time of the merger, except for shares of United Financial common stock owned by United Financial or People’s United (in each case other than shares of United Financial common stock (1) held in any United Financial benefit plans (other than the United 401(k) Plan, including the ESOP) or trust accounts, managed accounts, mutual funds and the like or otherwise held in a fiduciary or agency capacity, or (2) held, directly or indirectly, in respect of debts previously contracted) (which will be cancelled), will be converted into the right to receive the merger consideration. The market value of the People’s United common stock to be issued in the merger will depend upon the market price of People’s United common stock and of United Financial common stock. The market value of People’s United common stock and United Financial common stock at the effective time of the merger may vary significantly from their respective values on the date the merger was announced or at other dates, including on the date that this proxy statement/prospectus was mailed to United Financial’s shareholders and on the date of the United Financial special meeting. There will be no adjustment to the merger consideration for changes in the market price of either shares of People’s United common stock or United Financial common stock.

The market price of People’s United common stock and United Financial common stock may result from a variety of factors, including, but not limited to, changes in sentiment in the market regarding People’s United’s and United Financial’s operations or business prospects, including regarding People’s United’s and/or United Financial’s entry into the merger agreement. These risks may also be affected by:

• operating results that vary from the expectations of People’s United’s and/or United Financial’s management or of securities analysts and investors;

• developments in People’s United’s and/or United Financial’s business or in the financial services sector generally;

• regulatory or legislative changes affecting the banking industry generally or People’s United’s and/or United Financial’s business and operations;

• operating and securities price performance of companies that investors consider to be comparable to People’s United and/or United Financial;

• changes in estimates or recommendations by securities analysts or rating agencies;

• announcements of strategic developments, acquisitions, dispositions, financings and other material events by People’s United or its competitors; and

• changes in global financial markets and economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.

Many of these factors are outside the control of People’s United and United Financial. Accordingly, at the time of the United Financial special meeting, United Financial’s shareholders will not necessarily know or be able to

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calculate the value of the merger consideration they would be entitled to receive upon completion of the merger. You should obtain current market quotations for both People’s United common stock and United Financial common stock.

The market price of People’s United common stock after the merger may be affected by factors different from those affecting the shares of People’s United or United Financial currently.

The businesses of People’s United and United Financial differ, and accordingly, the results of operations of the combined company and the market price of the shares of People’s United’s common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each of People’s United and United Financial. For a discussion of the businesses of People’s United and United Financial and of certain factors to consider in connection with those businesses, see the documents incorporated by reference into this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page [●].

The success of the merger and integration of People’s United and United Financial will depend on a number of uncertain factors.

The success of the merger will depend on a number of factors, including:

• People’s United’s ability to integrate the branches acquired from United Financial in the merger (which we refer to as the “acquired branches”) into People’s United’s current operations;

• People’s United’s ability to limit the outflow of deposits held by its new customers in the acquired branches and to successfully retain and manage interest-earning assets (i.e., loans) acquired in the merger;

• People’s United’s ability to control the incremental non-interest expense from the acquired branches in a manner that enables it to maintain a favorable overall efficiency ratio;

• People’s United’s ability to retain and attract the appropriate personnel to staff the acquired branches; and

• People’s United’s ability to earn acceptable levels of interest and non-interest income, including fee income, from the acquired branches.

Integrating the acquired branches will be an operation of substantial size and expense and may be affected by general market and economic conditions or government actions affecting the financial industry generally. Integration efforts will also likely divert People’s United’s management’s attention and resources. No assurance can be given that People’s United will be able to integrate the acquired branches successfully. Additionally, no assurance can be given that the operation of the acquired branches will not adversely affect People’s United’s existing profitability, that People’s United will be able to achieve results in the future similar to those achieved by its existing banking business or that People’s United will be able to manage any growth resulting from the merger effectively.

Regulatory approvals may not be received, may take longer than expected, may delay the date of completion of the merger or may impose conditions that are not presently anticipated or cannot be met and that could have an adverse effect on People’s United.

Before the transactions contemplated in the merger agreement can be completed, various approvals must be obtained from the bank regulatory and other governmental authorities. In deciding whether to grant these approvals, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties, the effect of the merger on competition, and the factors described in the section of this proxy statement/prospectus entitled “The Merger—Regulatory Approvals Required for the Merger” beginning on

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page [●]. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or delay receipt of required approvals. Although People’s United has filed a request for a determination by the Federal Reserve Board that no regulatory purpose would be served by requiring an application under Section 3 of the BHC Act for the transactions contemplated by the merger agreement, it is possible that the Federal Reserve Board may determine that an application under Section 3 of the BHC Act is required for the transactions contemplated by the merger agreement. In addition, the Federal Reserve Board has stated that if supervisory issues arise during the processing of an application for approval of a merger transaction, a banking organization will be expected to withdraw its application pending resolution of such supervisory concerns. No assurance can be given that the OCC or the Connecticut DOB would not also require a similar withdrawal of an application if supervisory issues arise during processing of an application for approval of a bank merger transaction. Accordingly, if there is an adverse development in either party’s regulatory standing, People’s United or People’s United Bank may be required to withdraw its application for approval of the proposed merger and the bank merger, as applicable, and, if possible, resubmit such application after the applicable supervisory concerns have been resolved.

The terms of the approvals that are granted may impose conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. Nor can there be any assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

People’s United and United Financial believe that the proposed transactions should not raise significant regulatory concerns and that People’s United will be able to obtain all requisite regulatory approvals in a timely manner. However, the processing time for obtaining regulatory approvals for mergers of banking institutions, particularly for larger institutions, has increased since the financial crisis of 2007-2008. In addition, despite the parties’ commitments to use their reasonable best efforts to comply with conditions imposed by regulatory entities, under the terms of the merger agreement, People’s United will not be required and United Financial will not be permitted to take actions that would reasonably be expected to have a material adverse effect on People’s United and its subsidiaries, taken as a whole, after giving effect to the merger (measured on a scale relative to United Financial and its subsidiaries, taken as a whole). See “The Merger—Regulatory Approvals Required for the Merger” beginning on page [●].

Combining People’s United and United Financial may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.

People’s United and United Financial have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on People’s United’s ability to successfully combine and integrate the businesses of People’s United and United Financial in a manner that permits growth opportunities and does not materially disrupt existing customer relations nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect People’s United’s ability to successfully conduct its business, which could have an adverse effect on People’s United’s financial

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results and the value of its common stock. People’s United may also encounter unexpected difficulties or costs during the integration that could adversely affect its earnings and financial condition, perhaps materially. If People’s United experiences difficulties with the integration process and attendant systems conversion, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause People’s United and/or United Financial to lose customers or cause customers to remove their accounts from People’s United and/or United Financial and move their business to competing financial institutions. Integration efforts between the two companies may also divert management’s attention and resources. These integration matters could have an adverse effect on each of People’s United and United Financial during this transition period and for an undetermined period after completion of the merger on the combined company. In addition, the actual cost savings of the merger could be less than anticipated or could take longer to anticipate than expected.

The combined company may be unable to retain People’s United and/or United Financial personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by People’s United and United Financial. It is possible that these employees may decide not to remain with People’s United or United Financial, as applicable, while the merger is pending or with the combined company after the merger is consummated. If key employees terminate their employment or if an insufficient number of employees is retained to maintain effective operations, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating United Financial to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, People’s United and United Financial may not be able to locate suitable replacements for any key employees who leave either company or to offer employment to potential replacements on reasonable terms.

The merger agreement limits United Financial’s ability to pursue alternatives to the merger.

The merger agreement contains provisions that make it more difficult for United Financial to sell its business to a party other than People’s United. These provisions include a general prohibition on United Financial’s solicitation of, or, subject to certain exceptions relating to the exercise of fiduciary duties by United Financial’s board of directors, entering into discussions with any third party regarding any acquisition proposal or offer for a competing transaction, the requirement that United Financial pay the $28,278,000 termination fee if the merger agreement is terminated in certain circumstances and the requirement that United Financial submit the merger proposal to a vote of United Financial’s shareholders even if United Financial’s board of directors changes its recommendation in favor of the merger proposal in a manner adverse to People’s United. For more information, see “The Merger Agreement—Agreement Not to Solicit Other Offers,” “The Merger Agreement—Termination Fee” and “The Merger Agreement—Shareholder Meeting of United Financial and Recommendation of United Financial’s Board of Directors” beginning on pages [●], [●] and [●], respectively.

These provisions might discourage a third party that might have an interest in acquiring all or a significant part of United Financial from considering or proposing that acquisition, even if that party were prepared to pay consideration with a higher per share value than the proposed merger consideration. Furthermore, a potential competing acquiror may propose to pay a lower per share price to United Financial’s shareholders than it might otherwise have proposed to pay because of United Financial’s obligation, in connection with termination of the merger agreement under certain circumstances, to pay People’s United the termination fee.

The merger agreement may be terminated in accordance with its terms, and the merger may not be completed.

The merger agreement is subject to a number of conditions, which must be fulfilled in order to complete the merger. Those conditions include: (i) the approval of the merger proposal by the requisite vote of United Financial’s shareholders; (ii) the authorization for listing on NASDAQ of the shares of People’s United common

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stock to be issued pursuant to the merger; (iii) the receipt of all required regulatory approvals which are necessary to consummate the transactions contemplated by the merger agreement and the expiration of all statutory waiting periods without the imposition of a materially burdensome regulatory condition; (iv) the effectiveness of the registration statement of which this proxy statement/prospectus is a part with respect to the People’s United common stock to be issued upon the consummation of the merger; (v) the absence of any order, injunction or other legal restraint preventing the completion of the merger or the bank merger or making the completion of the merger illegal; (vi) subject to certain exceptions and materiality standards provided in the merger agreement, the accuracy of the representations and warranties of each of People’s United and United Financial; (vii) performance in all material respects by each of People’s United and United Financial of its respective obligations under the merger agreement; and (viii) the receipt by each of People’s United and United Financial of an opinion from its respective counsel to the effect that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed.

In addition, the parties may mutually decide to terminate the agreement at any time, before or after the approval of the merger proposal by United Financial’s shareholders, or the parties may choose to terminate the merger agreement in certain other circumstances. For a more complete discussion of the circumstances under which the merger agreement could be terminated, see “The Merger Agreement—Termination of the Merger Agreement” beginning on page [●].

Lawsuits challenging the merger may be filed against United Financial and People’s United, and an adverse judgment in any such lawsuit or any future similar lawsuits may prevent the merger from becoming effective or from becoming effective within the expected timeframe.

Shareholders of United Financial may file lawsuits against United Financial, People’s United and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing of the merger is that no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition that prevents the consummation of the merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting United Financial or People’s United defendants from completing the merger on the agreed upon terms, then such injunction may prevent the merger from becoming effective or from becoming effective within the expected timeframe and could result in significant costs to United Financial and/or People’s United, including any cost associated with the indemnification of directors and officers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect People’s United’s business, financial condition, results of operations and cash flow.

United Financial’s shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management of the combined organization.

United Financial’s shareholders currently have the right to vote in the election of United Financial’s board of directors and on other matters affecting United Financial requiring shareholder approval under Connecticut law and United Financial’s certificate of incorporation and United Financial’s bylaws. Upon the completion of the merger, each of United Financial’s shareholders that receives shares of People’s United common stock will become a People’s United’s shareholder with a percentage ownership of the combined organization that is much smaller than the shareholder’s percentage ownership of United Financial. Based on the number of shares of People’s United common stock and United Financial common stock outstanding on [●], 2019, the latest practicable date before the filing of this proxy statement/prospectus, and based on the exchange ratio, it is expected that United Financial’s former shareholders as a group will receive shares in the merger constituting approximately [●]% of the outstanding shares of People’s United common stock immediately after the merger. Because of this, United Financial’s shareholders as a group will have significantly less influence on the management and policies of People’s United than they now have on the management and policies of United Financial.

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United Financial’s shareholders will not have dissenters’ or appraisal rights in the merger.

Dissenters’ and appraisal rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Pursuant to Section 33-856 of the CBCA, shareholders of a Connecticut corporation are not entitled to exercise any appraisal or dissenters’ rights if such corporation’s stock is listed on a national securities exchange. Accordingly, United Financial’s shareholders do not have appraisal or dissenters’ rights with respect to the merger.

Certain of United Financial’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of United Financial’s shareholders generally.

In considering the information contained in this proxy statement/prospectus, you should be aware that some of United Financial’s executive officers and directors have interests in the merger that may be different from, or in addition to, the interests of United Financial’s shareholders generally. These interests include the vesting in full of certain outstanding United Financial equity compensation awards, the distribution of certain severance and retirement benefits and rights to continued indemnification and insurance coverage by People’s United from and after the effective time of the merger for acts or omissions occurring at or prior to the effective time of the merger. These interests and arrangements may create potential conflicts of interest. United Financial’s board of directors was aware of these interests and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that United Financial shareholders vote in favor of the merger proposal.

For a more complete discussion of these interests, see “The Merger—Interests of United Financial’s Directors and Executive Officers in the Merger” beginning on page [●].

United Financial’s unaudited prospective financial information is based on various assumptions that may not prove to be correct.

The unaudited prospective financial information set forth in the financial forecasts included under “The Merger—Certain Financial Forecasts of United Financial” beginning on page [●], reflect numerous estimates, assumptions and judgments made by, as well as the information available to, United Financial management at the time they were prepared and United Financial is not aware of whether these estimates, assumptions or judgments they made will prove correct. Such information can be adversely affected by inaccurate assumptions or by known or unknown factors, including the risks and uncertainties described under the sections entitled “Risk Factors” and “Information Regarding Forward-Looking Statements” beginning on pages [●] and [●], respectively, all of which are difficult to predict and many of which are outside the control of United Financial and will be beyond the control of the combined company. Such factors will be important in determining the future results of United Financial, however in view of these uncertainties, the inclusion of certain United Financial unaudited prospective financial information in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will be achieved. See “The Merger—Certain Financial Forecasts of United Financial” beginning on page [●] for more information.

The fairness opinion delivered by United Financial’s financial advisor to United Financial’s board of directors prior to the execution of the merger agreement will not reflect changes in circumstances subsequent to the date of the fairness opinion.

Sandler O’Neill, United Financial’s financial advisor in connection with the merger, delivered its fairness opinion to United Financial’s board of directors on July 15, 2019. The opinion of Sandler O’Neill speaks only as of such date and does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of People’s United or United Financial, changes in general market and economic conditions or regulatory or other factors. Any such changes may materially alter or affect the relative values of People’s United and United Financial.

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United Financial and People’s United will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on United Financial or People’s United. These uncertainties may impair United Financial’s or People’s United’s ability to attract, retain and motivate key personnel until the merger is completed and could cause customers and others that deal with United Financial or People’s United to seek to change existing business relationships with United Financial or People’s United. Retention of certain employees by United Financial or People’s United may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with United Financial or People’s United, United Financial’s business or People’s United’s business could be harmed. In addition, subject to certain exceptions, United Financial has agreed to operate its business in the ordinary course prior to closing, and People’s United is also subject to certain restrictions on the conduct of its business prior to closing. For more information, see “The Merger Agreement—Covenants and Agreements” beginning on page [●].

Failure to complete the merger could negatively impact the stock prices, future businesses and financial results of People’s United and United Financial.

If the merger is not completed, the ongoing businesses of People’s United and United Financial may be adversely affected, and People’s United and United Financial will be subject to several risks, including the following:

• United Financial may be required, under certain circumstances, to pay People’s United a termination fee of $28,278,000 under the merger agreement;

• People’s United and United Financial will be required to pay certain costs relating to the merger, whether or not the merger is completed, such as legal, accounting, financial advisor and printing fees;

• under the merger agreement, People’s United and United Financial are subject to certain restrictions on the conduct of their business prior to completing the merger, which may adversely affect their ability to execute certain of their business strategies; and

• matters relating to the merger may require substantial commitments of time and resources by People’s United and United Financial management, which could otherwise have been devoted to other opportunities that may have been beneficial to People’s United and United Financial as independent companies, as the case may be.

In addition, if the merger is not completed, People’s United and/or United Financial may experience negative reactions from the financial markets and from their respective customers and employees. For example, People’s United’s and United Financial’s businesses may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. The market price of People’s United common stock or United Financial common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. People’s United and/or United Financial also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against People’s United or United Financial to perform their respective obligations under the merger agreement. If the merger is not completed, People’s United and United Financial cannot assure their respective shareholders that the risks described above will not materialize and will not materially affect the business, financial results and stock prices of People’s United and/or United Financial.

If the merger is not completed, People’s United and United Financial will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of People’s United and United Financial has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs

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and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, People’s United and United Financial would have to recognize these expenses without realizing the expected benefits of the merger.

The shares of People’s United common stock to be received by United Financial’s shareholders as a result of the merger will have different rights from shares of United Financial common stock.

Following completion of the merger, United Financial’s shareholders will become shareholders of People’s United, and their rights as shareholders will be governed by the Delaware General Corporation Law (which we refer to as the “DGCL”) and People’s United’s certificate of incorporation and People’s United’s bylaws. There will be important differences between your current rights as a United Financial shareholder and the rights to which you will be entitled as People’s United’s shareholder. For a discussion of the different rights associated with People’s United common stock and United Financial common stock, see “Comparison of Shareholder Rights” beginning on page [●].

Risks Related to People’s United’s Business

You should read and consider risk factors specific to People’s United’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in People’s United’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in other documents incorporated by reference into this proxy statement/prospectus. For more information, see “Where You Can Find More Information” beginning on page [●].

Risks Related to United Financial’s Business

You should read and consider risk factors specific to United Financial’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in United Financial’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in other documents incorporated by reference into this proxy statement/prospectus. For more information, see “Where You Can Find More Information” beginning on page [●].

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including information included or incorporated by reference into this proxy statement/prospectus, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the benefits of the merger between People’s United and United Financial, including People’s United’s and/or United Financial’s expectations or predictions of future financial or business performance or conditions; statements about People’s United’s and United Financial’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control of either company. Forward-looking statements speak only as of the date they are made, and People’s United and United Financial assume no duty to update forward-looking statements. Actual results may differ materially from current projections.

In addition to factors previously disclosed in People’s United’s and United Financial’s reports filed with the SEC and those identified elsewhere in this proxy statement/prospectus, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

• ability to obtain regulatory approvals and satisfy other closing conditions to the merger, including approval by United Financial’s shareholders on the expected terms and schedule, and including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated;

• delay in closing the merger and the bank merger;

• difficulties and delays in integrating the People’s United and United Financial businesses or fully realizing cost savings and other benefits;

• business disruptions resulting from or following the merger;

• changes in asset quality and credit risk;

• the inability to sustain revenue and earnings growth;

• changes in capital markets and interest rates;

• inflation;

• customer acceptance of People’s United’s and United Financial’s products and services;

• customer borrowing, repayment, investment and deposit practices;

• customer disintermediation;

• the introduction, withdrawal, success and timing of business initiatives;

• competitive conditions;

• the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures;

• economic conditions;

• the impact, extent and timing of technological changes;

• capital management activities;

• the outcome of pending or threatened litigation or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the merger;

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• increased capital requirements, other regulatory requirements or enhanced regulatory supervision;

• changes in legislation, regulation, policies or administrative practices, whether by judicial, governmental or legislative action, including but not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act (which we refer to as the “Dodd-Frank Act”), and other changes pertaining to banking, securities, taxation, rent regulation and housing, financial accounting and reporting, environmental protection and insurance and the ability to comply with such changes in a timely manner;

• changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Federal Reserve Board;

• changes in accounting principles, policies, practices or guidelines;

• the potential impact of the announcement or consummation of the merger with United Financial on relationships with third parties, including customers, employees and competitors;

• People’s United’s potential exposure to unknown or contingent liabilities of United Financial;

• challenges of integrating, retaining and hiring key personnel;

• failure to attract new customers and retain existing customers in the manner anticipated;

• any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan or other systems;

• changes in People’s United’s stock price before closing, including as a result of the financial performance of United Financial prior to closing;

• natural disasters, war or terrorist activities; and

• other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Additional factors that could cause People’s United’s and United Financial’s results to differ materially from those described in the forward-looking statements can be found in People’s United’s and United Financial’s filings with the SEC as described under “Where You Can Find More Information” beginning on page [●].

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the date of the applicable document incorporated by reference into this proxy statement/prospectus. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to People’s United or United Financial or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, People’s United and United Financial undertake no obligation to update these forward-looking statements to reflect facts, assumptions, events or circumstances that occur after the date on which such forward-looking statement was made.

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THE SPECIAL MEETING OF UNITED FINANCIAL’S SHAREHOLDERS

This section contains information for United Financial’s shareholders about the special meeting that United Financial has called to allow its shareholders to consider and vote on the merger proposal and other matters as described below. On or about [●], 2019, this proxy statement/prospectus was mailed to holders of United Financial common stock entitled to vote at the special meeting. This proxy statement/prospectus is accompanied by a notice of the special meeting and a form of proxy card that United Financial’s board of directors is soliciting for use at the special meeting and at any adjournments or postponements thereof.

Date, Time and Place of the Special Meeting

The special meeting of shareholders of United Financial will be held at [●] on [●], 2019 at [●], local time.

Purpose of the Special Meeting

At the special meeting, United Financial’s shareholders as of the record date will be asked to consider and vote on the following proposals:

• the merger proposal;

• the compensation proposal; and

• the adjournment proposal.

Recommendation of United Financial’s Board of Directors

United Financial’s board of directors has unanimously approved and adopted the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Record Date, Outstanding Shares, Shares Entitled to Vote and Quorum

United Financial’s board of directors has fixed the close of business on [●], 2019 as the record date for determining the holders of United Financial common stock entitled to receive notice of and to vote at the special meeting.

As of the record date, there were [●] shares of United Financial common stock outstanding and entitled to vote at the special meeting. Each shareholder of record on that date is entitled to one vote for each share held on each proposal to be considered at the special meeting.

The presence at the special meeting, in person or by proxy, of a majority of the outstanding shares of United Financial common stock entitled to vote at the special meeting constitutes a quorum for transacting business at the special meeting. All shares of United Financial common stock present in person or represented by proxy, including abstentions, will be treated as present for determining the presence or absence of a quorum for all matters voted on at the special meeting. Broker non-votes will also be counted for purposes of establishing a quorum.

Vote Required, Treatment of Abstentions and Failure to Vote

Merger proposal:

• Standard: Approval of the merger proposal requires the affirmative vote of the holders of at least two-thirds of the shares of United Financial common stock that are outstanding as of the close of business on the record date and entitled to vote on the proposal.

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• Effect of abstentions and broker non-votes: If you fail to submit a proxy or vote in person at the special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

Compensation proposal:

• Standard: Assuming a quorum is present, approval of the compensation proposal requires the affirmative vote of the holders of a majority of the shares of United Financial common stock represented at the special meeting, either in person or by proxy, and entitled to vote on the proposal.

• Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy with respect to the compensation proposal, it will have the same effect as a vote “AGAINST” the proposal. If you fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank, broker or other nominee how to vote with respect to the compensation proposal, it will have no effect on such proposal.

Adjournment proposal:

• Standard: Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of United Financial common stock represented at the special meeting, either in person or by proxy, and entitled to vote on the proposal, regardless of whether a quorum is present.

• Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy with respect to the adjournment proposal, it will have the same effect as a vote “AGAINST” the proposal. If you fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank, broker or other nominee how to vote with respect to the adjournment proposal, it will have no effect on such proposal.

United Financial’s shareholders must approve the merger proposal in order for the merger to occur. United Financial’s shareholders are not, however, required to approve the compensation proposal or the adjournment proposal in order for the merger to occur. If United Financial’s shareholders fail to approve the compensation proposal or the adjournment proposal, but approve the merger proposal, the merger may nonetheless occur.

Shares Held by United Financial’s Executive Officers and Directors

As of the record date, the directors and executive officers of United Financial and their affiliates collectively owned, and were entitled to vote, [●] shares of United Financial common stock, representing approximately [●]% of United Financial’s outstanding shares on that date. United Financial currently expects that each of its directors and executive officers and their affiliates will vote their shares of United Financial common stock “FOR” the approval of the merger proposal, although none of them has entered into an agreement requiring them to do so.

When considering the recommendation of United Financial’s board of directors that you vote in favor of the merger proposal, United Financial’s shareholders should be aware that certain of the directors and executive officers of United Financial have certain interests in the merger that may be different from, or in addition to, the interests of United Financial’s shareholders generally. United Financial’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation that United Financial’s shareholders vote to approve the merger proposal. For more information, see “The Merger—Interests of United Financial’s Directors and Executive Officers in the Merger” beginning on page [●].

Voting of Proxies and Incomplete Proxies

A United Financial’s shareholder may vote by proxy or in person at the special meeting. If you hold your shares of United Financial common stock in your name as a shareholder of record, you may authorize the persons

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named in the enclosed proxy card to vote your shares of United Financial common stock at the special meeting in the manner you direct by using one of the following methods:

• By telephone: by calling toll free [●] (which can also be found on your proxy card) and following the recorded instructions. Please have your proxy card or voting instruction form and your social security number or tax identification number available when you call. Voting by telephone is available 24 hours a day, 7 days a week until 11:59 p.m. Eastern Time on [●], 2019, the day before the special meeting.

• Through the Internet: by accessing the website [●] (which can also be found on your proxy card) and following the instructions on the website. Please have your proxy card or voting instruction form and your social security number or tax identification number available when you access this voting site. Voting through the Internet is available 24 hours a day, 7 days a week until 11:59 p.m. Eastern Time on [●], 2019, the day before the special meeting.

• By completing and returning the proxy card in accordance with the instructions on the proxy card and in the enclosed envelope, which requires no additional postage if mailed in the United States and must be received by United Financial prior to the special meeting.

If you hold shares of United Financial common stock in “street name” through a bank, broker or other nominee, you should check the voting form provided to you by such bank, broker or other nominee to determine whether you may vote through the Internet or by telephone.

All properly signed proxies received prior to the special meeting and not revoked before the vote at the special meeting will be voted at the special meeting according to the instructions indicated on the proxies or, if no instructions are given, the shares of United Financial common stock will be voted “FOR” the agreement and merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal; however, for those shares of United Financial common stock held in the United 401(k) Plan, the United 401(k) Plan trustee will, subject to the exercise of its fiduciary responsibilities, vote all unallocated shares of United Financial common stock held in the United 401(k) Plan and allocated shares of United Financial Stock held in the United 401(k) Plan for which no instructions are given, in the same proportion as voting instructions received from other participants in the United 401(k) Plan.

Your vote is very important. Whether or not you plan to attend the special meeting, please take the time to vote by completing, signing, dating and returning the enclosed proxy card to United Financial in the enclosed postage-paid envelope or by submitting a proxy through the Internet or by telephone as described on the enclosed instructions as soon as possible to make sure your shares of United Financial common stock are represented at the special meeting. Submitting a proxy now will NOT prevent you from being able to attend and vote in person at the special meeting.

Shares Held in Street Name and Broker Non-Votes

If your shares of United Financial common stock are held in “street name” through a bank, broker or other nominee, meaning in the name of a bank, broker or other nominee who is the record holder, you must provide such record holder with instructions on how to vote your shares of United Financial common stock. Please follow the voting instructions provided by the bank, broker or other nominee. You may not vote your shares of United Financial common stock held in street name by returning a proxy card directly to United Financial or by voting in person at the special meeting, unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee. Further, brokers, banks or other nominees who hold shares of United Financial common stock on behalf of their customers may not give a proxy to United Financial to vote those shares of United Financial common stock with respect to any of the proposals without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these matters. Therefore, failure to instruct your bank, broker or other nominee how to vote with respect to the merger proposal will have the same effect as a vote “AGAINST” approval of such proposal. Failure to instruct your bank, broker or other nominee how to vote with respect to the compensation proposal or the adjournment proposal will have no effect on such proposals.

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How to Revoke Your Proxy

If you are a holder of record of United Financial common stock and have previously submitted your proxy, you may revoke your proxy at any time by taking any of the following actions before your proxy is voted at the special meeting:

• delivering a written notice bearing a date later than the date of your proxy card to the corporate secretary of United Financial, stating that you revoke your proxy, which notice must be received by United Financial prior to the beginning of the special meeting;

• completing, signing, dating and returning to the corporate secretary of United Financial a new proxy card relating to the same shares of United Financial common stock and bearing a later date, which new proxy card must be received by United Financial prior to the beginning of the special meeting;

• casting a new vote through the Internet or by telephone at any time before the closure of the Internet and telephone voting facilities at 11:59 p.m. Eastern Time on [●], 2019, the day before the special meeting; or

• attending the special meeting and voting in person, although attendance at the special meeting will not, by itself, revoke a proxy.

You should send any written notice of revocation or duly executed new proxy card, as the case may be, to United Financial at the following address:

United Financial Bancorp, Inc.

225 Asylum Street

Hartford, Connecticut 06103

Attn: Marliese L. Shaw, Corporate Secretary

If you hold your shares of United Financial common stock in “street name” through a bank, broker or other nominee, you must contact your record holder to change your vote.

Voting in Person

If you are a shareholder of record of United Financial on [●], 2019, the record date, you may attend the special meeting and vote in person. Please note, however, that if your shares of United Financial common stock are held of record by a bank, broker or other nominee and you wish to vote at the special meeting, you must obtain a “legal proxy,” executed in your favor from such bank, broker or other nominee who is the holder of record of your shares of United Financial common stock in order to vote your shares of United Financial common stock in person at the special meeting.

If you plan to attend the special meeting, you must hold your shares of United Financial common stock in your own name or have a letter from the record holder of your shares of United Financial common stock confirming your ownership. In addition, you must bring a form of personal photo identification and your admission ticket, which you will have received by mail with this proxy statement/prospectus, with you in order to be admitted to the meeting. United Financial reserves the right to refuse admittance to anyone without proper proof of share ownership, without proper photo identification or without a proper admission ticket. Whether or not you intend to be present at the special meeting, you are urged to complete, sign, date and return the enclosed proxy card to United Financial in the enclosed postage-paid envelope or submit a proxy through the Internet or by telephone as described on the enclosed instructions as soon as possible. This will not prevent you from voting in person at the special meeting, but will assure that your vote is counted if you are unable to attend. If you are then present at the special meeting and wish to vote your shares of United Financial common stock in person, your original proxy may be revoked by voting at the special meeting.

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Participants in the United 401(k) Plan

If you hold shares of United Financial common stock in your plan account under the United 401(k) Plan (including the ESOP), you may direct the voting of the shares held in your United 401(k) Plan account. The United 401(k) Plan trustee will vote your shares in accordance with your instructions. If you do not provide voting instructions to the United 401(k) Plan trustee, the trustee will vote your shares, subject to the exercise of its fiduciary responsibilities, in the same proportion as the instructions received by the trustee from the plan participants. The United 401(k) Plan trustee will not disclose the confidential voting directions of any individual participant to United Financial. If you hold shares of United Financial common stock in the United 401(k) Plan (including the ESOP), you will receive a separate voting instruction explaining the voting process with respect to such shares, including instructions on how to direct the trustee to vote those shares.

Proxy Solicitation

The enclosed proxy is solicited by and on behalf of United Financial’s board of directors. United Financial will pay the expenses of soliciting proxies to be voted at the special meeting, except that United Financial and People’s United have each agreed to share equally the costs of preparing, printing, filing and mailing this document, other than attorneys’ and accountants’ fees, which will be paid by the party incurring the expense. Following the original mailing of the proxies and other soliciting materials, United Financial and its officers and employees may also solicit proxies by mail, telephone, facsimile, electronic mail or in person. No additional compensation will be paid to directors, officers or other employees of United Financial for making these solicitations.

United Financial has retained a proxy solicitation firm, Morrow, to aid it in the solicitation process. United Financial estimates it will pay Morrow a fee of approximately $15,000 plus certain expenses and has agreed to indemnify Morrow against certain losses. United Financial intends to reimburse persons who hold United Financial common stock of record but not beneficially, such as brokers, custodians, nominees and fiduciaries, for their reasonable expenses in forwarding copies of proxies and other soliciting materials to, and requesting authority for the exercise of proxies from, the persons for whom they hold the shares of United Financial common stock.

If you hold shares of United Financial common stock in your plan account under the United 401(k) Plan (including the ESOP), you will have received voting instruction forms that reflect all shares of United Financial common stock for which you may direct the voting under the plan. Under the terms of the United 401(k) Plan, the United 401(k) Plan trustee votes all shares of United Financial common stock held by the United 401(k) Plan, but each United 401(k) Plan participant may provide instructions to the trustee on how to vote the shares of United Financial common stock held in his or her plan account. The United 401(k) Plan trustee will vote your shares of United Financial common stock in accordance with your instructions and, subject to the exercise of its fiduciary responsibilities, will vote all unallocated shares of United Financial common stock held by the United 401(k) Plan and allocated shares of United Financial common stock held by the United 401(k) Plan for which no voting instructions were received in the same proportion as the instructions received from other participants in the United 401(k) Plan. The deadline for returning your voting instructions is [●] on [●], 2019.

Stock Certificates

If you are a United Financial’s shareholder, you should not send in any certificates representing United Financial common stock at this time. Following the completion of the merger, you will receive separate instructions for the exchange of your certificates representing United Financial common stock for merger consideration. If your shares of United Financial common stock are held in book-entry form, you will not be required to take any additional actions. Promptly following the completion of the merger, shares of United Financial common stock held in book-entry form will automatically be exchanged for the merger consideration.

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Delivery of Proxy Materials to Shareholders Sharing an Address

Only one proxy statement/prospectus is delivered to two or more of United Financial’s shareholders who share an address unless United Financial or its agent has received contrary instructions from one or more of the shareholders. United Financial will deliver promptly upon written or oral request a separate copy of these documents to United Financial’s shareholders at a shared address to which a single copy was delivered. To request that separate copies of these documents be delivered, United Financial’s shareholders can contact United Financial’s proxy solicitor, Morrow by mail at 470 West Avenue, Stamford, CT 06902 or by telephone at (203) 658-9400, for banks and brokers (who may call collect), and all others can call, toll-free, (800) 662-5200. You may also contact United Financial’s proxy solicitor if you received multiple copies of a proxy statement of United Financial and would prefer to receive a single copy in the future.

Assistance

If you need assistance in completing your proxy card, have questions regarding the special meeting or would like additional copies of this proxy statement/prospectus, please contact United Financial Investor Relations at (860) 291-3600 or United Financial’s proxy solicitor, Morrow, at (203) 658-9400, for banks and brokers (who may call collect), and all others can call, toll-free, (800) 662-5200.

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THE PROPOSALS

PROPOSAL NO. 1: THE MERGER PROPOSAL

As discussed elsewhere in this proxy statement/prospectus, the holders of United Financial common stock will consider and vote on the merger proposal. The holders of United Financial common stock should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

Required Vote

Approval of the merger proposal requires the affirmative vote of the holders of at least two-thirds of the shares of United Financial common stock that are outstanding as of the close of business on the record date and entitled to vote on the proposal. If you fail to submit a proxy or vote in person at the special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

Vote Recommendation

United Financial’s board of directors unanimously recommends a vote “FOR” the merger proposal. The merger cannot be completed unless United Financial’s shareholders approve the merger proposal. For a more detailed discussion of United Financial’s board of directors’ recommendation, see “The Merger—United Financial’s Reasons for the Merger; Recommendation of United Financial’s Board of Directors” beginning on page [●].

PROPOSAL NO. 2: THE COMPENSATION PROPOSAL

Pursuant to the Dodd-Frank Act and Rule 14a-21(c) under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), United Financial is seeking non-binding, advisory approval from its shareholders of the compensation of United Financial’s named executive officers that is based on or otherwise relates to the merger, as disclosed in “The Merger—Interests of United Financial’s Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to United Financial’s Named Executive Officers in Connection with the Merger” beginning on page [●]. The proposal gives United Financial’s shareholders the opportunity to express their views on the merger-related compensation of United Financial’s named executive officers. Accordingly, United Financial is requesting its shareholders to approve the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to United Financial’s named executive officers in connection with the merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Merger—Interests of United Financial’s Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to United Financial’s Named Executive Officers in Connection with the Merger,” are hereby APPROVED on a non-binding, advisory basis.”

The vote on this proposal is a vote separate and apart from the vote of United Financial shareholders to approve the merger proposal and approval of this proposal is not a condition to completion of the merger. Accordingly, a holder of United Financial common stock may vote to not approve this compensation proposal and vote to approve the merger proposal or vice versa. The vote with respect to this proposal is advisory only and will not be binding on United Financial, regardless of whether the other proposals are approved. If the merger is completed, the merger-related compensation may be paid to United Financial’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if United Financial shareholders fail to approve this compensation proposal.

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Required Vote

Assuming a quorum is present, approval of the compensation proposal requires the affirmative vote of the holders of a majority of the shares of United Financial common stock represented at the special meeting, either in person or by proxy, and entitled to vote on the proposal. If you mark “ABSTAIN” on your proxy with respect to the compensation proposal, it will have the same effect as a vote “AGAINST” the proposal. If you fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank, broker or other nominee how to vote with respect to the compensation proposal, it will have no effect on such proposal.

Vote Recommendation

United Financial’s board of directors unanimously recommends a vote “FOR” the compensation proposal.

PROPOSAL NO. 3: THE ADJOURNMENT PROPOSAL

If, at the special meeting, the number of shares of United Financial common stock present or represented and voting in favor of the merger proposal is insufficient to approve such merger proposal, United Financial may move to adjourn the special meeting in order to enable United Financial’s board of directors to solicit additional proxies in favor of the merger proposal. In this proposal, United Financial is asking its shareholders to authorize the holder of any proxy solicited by United Financial’s board of directors on a discretionary basis to vote in favor of adjourning the special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from United Financial’s shareholders who have previously voted. United Financial does not intend to call a vote on adjournment of the special meeting to solicit additional proxies if the merger proposal is approved at the special meeting. Pursuant to the merger agreement, United Financial is required to adjourn or postpone the special meeting to solicit additional proxies if it has not received proxies representing a sufficient number of votes for the shareholder approvals needed to complete the merger.

Required Vote

Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of United Financial common stock represented at the special meeting, either in person or by proxy, and entitled to vote on the proposal, regardless of whether a quorum is present. If you mark “ABSTAIN” on your proxy with respect to the adjournment proposal, it will have the same effect as a vote “AGAINST” the proposal. If you fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank, broker or other nominee how to vote with respect to the adjournment proposal, it will have no effect on such proposal.

Vote Recommendation

United Financial’s board of directors unanimously recommends a vote “FOR” the adjournment proposal.

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INFORMATION ABOUT THE COMPANIES

People’s United Financial, Inc.

People’s United is a bank holding company and a financial holding company registered under the BHC Act, and is incorporated under the state laws of Delaware. People’s United is the holding company for People’s United Bank, a national banking association headquartered in Bridgeport, Connecticut.

The principal business of People’s United is to provide, through People’s United Bank and its subsidiaries, commercial banking, retail banking and wealth management services to individual, corporate and municipal customers. Traditional banking activities are conducted primarily within New England and southeastern New York and include extending secured and unsecured commercial and consumer loans, originating mortgage loans secured by residential and commercial properties and accepting consumer, commercial and municipal deposits.

In addition to traditional banking activities, People’s United Bank provides specialized financial services tailored to specific markets including: personal, institutional and employee benefit trust; cash management; and municipal banking. Through its non-banking subsidiaries, People’s United Bank offers: brokerage and life insurance through People’s Securities, Inc.; financial advisory services and investment management services through People’s United Advisors, Inc.; equipment financing through People’s Capital and Leasing Corp. (which we refer to as “PCLC”), People’s United Equipment Finance Corp. (which we refer to as “PUEFC”) and LEAF Commercial Capital, Inc. (which we refer to as “LEAF”); and other insurance services through People’s United Insurance Agency, Inc.

This full range of financial services is delivered through a network of over 400 branches located in Connecticut, southeastern New York, Massachusetts, Vermont, New Hampshire and Maine, including 85 full-service Stop & Shop supermarket branches throughout Connecticut and 62 in southeastern New York that provide customers with seven-day-a-week banking. People’s United Bank’s distribution network includes investment and brokerage offices, commercial banking offices, online banking and investment trading, a 24-hour telephone banking service and participation in a worldwide ATM network. PCLC, PUEFC and LEAF maintain a sales presence in 17 states to support equipment financing operations throughout the United States. People’s United Bank maintains a mortgage warehouse lending group located in Kentucky and a national credits group that has participations in commercial loans and commercial real estate loans to borrowers in various industries on a national scale.

At June 30, 2019, People’s United had total consolidated assets of $51.6 billion, loans of $38.6 billion, deposits of $39.5 billion and stockholders’ equity of $7.0 billion.

The address of People’s United’s principal executive offices is 850 Main Street, Bridgeport, Connecticut 06604, and its telephone number is (203) 338-7171. For additional information about People’s United, see “Where You Can Find More Information” beginning on page [●].

United Financial Bancorp, Inc.

United Financial is a bank holding company and a financial holding company registered under the BHC Act, and is incorporated under the state laws of Connecticut. United Financial is the holding company for United Bank, a Connecticut-chartered stock savings bank headquartered in Hartford, Connecticut.

United Bank is a full service financial services firm offering a complete line of commercial, small business, wealth management and consumer banking products and services to customers throughout Connecticut, Massachusetts and Rhode Island. United Bank maintains 58 branch offices primarily in Connecticut and Massachusetts (including one branch in Rhode Island), as well as commercial loan production offices, mortgage loan production offices, 72 ATMs, telephone banking, mobile banking, and online banking. United Bank’s personal and business banking customers can bank online as well as using mobile and telephone banking channels. United Financial trades on the NASDAQ Global Select Stock Exchange under the ticker symbol “UBNK.”

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At June 30, 2019, United Financial had total assets of $7.34 billion, loans of $7.65 billion, deposits of $5.73 billion and stockholders’ equity of $720.0 million. The address of United Financial’s principal executive offices is 225 Asylum Street, Hartford, Connecticut 06103, and its telephone number is (860) 291-3600. For additional information about United Financial, see “Where You Can Find More Information” beginning on page [●].

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THE MERGER

The following discussion contains material information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this proxy statement/prospectus. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement, for a more complete understanding of the merger.

On July 15, 2019, People’s United’s board of directors and United Financial’s board of directors, each approved and adopted the merger agreement and the transactions contemplated thereby. The merger agreement provides for the acquisition by People’s United of United Financial through a merger of United Financial with and into People’s United, with People’s United as the surviving corporation. Immediately following the merger or at such later time as People’s United may determine, United Bank will be merged with and into People’s United Bank, with People’s United Bank as the surviving entity.

Upon completion of the merger, each outstanding share of United Financial common stock held immediately prior to the effective time of the merger, except for shares of United Financial common stock owned by United Financial or People’s United (in each case other than shares of United Financial common stock (1) held in any United Financial benefit plans (other than the United 401(k) Plan, including the ESOP) or trust accounts, managed accounts, mutual funds and the like or otherwise held in a fiduciary or agency capacity, or (2) held, directly or indirectly, in respect of debts previously contracted) (which will be cancelled), will be converted into the right to receive the merger consideration. The value of the merger consideration is dependent upon the value of People’s United common stock at the effective time of the merger and therefore will fluctuate with the market price of People’s United common stock.

For additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the merger and the provisions for terminating or amending the merger agreement, see “The Merger Agreement” beginning on page [●].

Background of the Merger

As part of United Financial’s continuous efforts to strengthen its business and increase value for shareholders and other constituencies, United Financial’s board of directors and senior management regularly review and assess United Financial’s business plans and strategic opportunities and challenges, including the possibility of pursuing various strategic transactions. In recent years, these strategic discussions have been set against a backdrop of, among other things, business performance, the impact of low interest rates and the challenging regulatory, compliance and competitive environments facing financial institutions generally, and the impact of the economic environment for United Financial in particular. United Financial’s board of directors and senior management routinely reviewed strategic alternatives including, among others, divesting or acquiring specific lines of business, acquiring, or being acquired by, another financial institution and a number of balance sheet restructuring opportunities. In addition, United Financial’s board of directors and senior management have evaluated the expected current and future earnings impact of the various strategic alternatives in the context of its capital position, risk appetite, asset and deposit acquisition capabilities and multiple interest rate scenarios. From time to time, United Financial’s board of directors and senior management have discussed various strategic alternatives potentially available to United Financial with its financial advisor, Sandler O’Neill, and have discussed potential strategic transaction opportunities with various banking organizations.

On March 21, 2018, United Financial’s board of directors held a regularly scheduled meeting. Representatives of senior management of United Financial were also in attendance. During the meeting, Mr. Crawford discussed corporate strategy, including the impact of the operating environment on United Financial and other banks and the many challenges to continued earnings growth. Mr. Crawford also reported that a recent analyst report had downgraded earnings forecasts for United Financial’s common stock and suggested that the most value to the United Financial common stock would result from a sale of United Financial to another banking organization,

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including People’s United. United Financial’s board of directors discussed United Financial’s earnings potential and considered and discussed the benefits of a potential business combination, including a potential transaction with People’s United.

Following the meeting, Mr. Crawford called Mr. Barnes, and the parties decided to enter into a customary confidentiality agreement in respect of any further discussions regarding a potential business combination. On March 23, 2018, United Financial and People’s United executed a customary confidentiality agreement, and very limited non-public information regarding United Financial was provided to People’s United at that time.

On March 28, 2018, Mr. Crawford, Mr. Barnes and other representatives of senior management of United Financial and People’s United met over dinner where the parties had further discussions about a potential business combination.

On April 18, 2018, United Financial’s senior management discussed strategic alternatives with United Financial’s board of directors at a regularly scheduled meeting. Following a thorough discussion regarding the challenges facing United Financial and the potential benefits of a business combination with People’s United, the board of directors authorized Mr. Crawford to continue exploratory discussions with Mr. Barnes regarding a potential transaction.

Mr. Crawford and Mr. Barnes spoke several times in May 2018 and June 2018 regarding a possible transaction.

On June 7, 2018, representatives of Sandler O’Neill joined a regularly scheduled meeting of United Financial’s board of directors and presented data on potential strategic opportunities and strategic partners that Sandler O’Neill identified based on strategic fit with United Financial and perceived ability to complete a transaction. Following a lengthy discussion with representatives of Sandler O’Neill and United Financial’s senior management, United Financial’s board of directors determined that of the identified strategic partners, only People’s United and a second financial institution (which we refer to as “Company B”) had sufficient perceived interest in a business combination with United Financial and the financial capacity to complete such a transaction, and United Financial’s board of directors authorized representatives of United Financial’s senior management and Sandler O’Neill to pursue discussions regarding potential mergers with each of People’s United and Company B, and to execute a customary confidentiality agreement with Company B.

On July 10, 2018, Mr. Crawford and Mr. Barnes had a dinner meeting during which they continued discussions about a potential business combination and during which Mr. Barnes indicated that People’s United would be interested in pursuing an acquisition of United Financial at an exchange ratio of 1.154 shares of People’s United common stock for each share of United Financial common stock (representing an approximately 19.3% premium based on the share prices of the companies on such date).

On July 12, 2018, United Financial formally engaged Sandler O’Neill to serve as its financial advisor in connection with a potential business combination, based on its extensive financial advisory experience in the banking sector.

Shortly thereafter, representatives of Sandler O’Neill contacted Company B to inquire about its potential interest in a transaction with United Financial, and subsequently United Financial and Company B entered into a customary confidentiality agreement, which contained a customary standstill provision, in respect of any further discussions regarding a potential business combination.

On July 18, 2018, representatives of United Financial’s senior management, its corporate counsel and Sandler O’Neill met with United Financial’s board of directors to discuss a potential transaction with People’s United or Company B. Following a lengthy discussion with representatives of Sandler O’Neill and United Financial’s senior management, United Financial’s board of directors determined that a business combination with either People’s United or Company B had potential to create significant long term value for United Financial’s

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shareholders and authorized representatives of United Financial’s senior management and Sandler O’Neill to continue discussions with People’s United and Company B, and to invite both institutions to participate in due diligence with respect to United Financial. Shortly thereafter, People’s United and Company B were given access to an electronic data room containing non-public information regarding United Financial and began to perform their respective due diligence reviews of United Financial.

Throughout the remainder of July and August 2018, People’s United and Company B conducted extensive due diligence reviews of United Financial.

On August 16, 2018, Mr. Crawford and Mr. Barnes had another meeting where they continued discussions about the terms of a potential business combination and the timing to complete a transaction.

On August 31, 2018, People’s United submitted a non-binding indication of interest in acquiring United Financial in a stock-for-stock merger transaction at a fixed exchange ratio of 1.18 shares of People’s United common stock for each share of United Financial common stock (representing an approximately 22.9% premium based on the share prices of the companies on such date) and on September 4, 2018, Company B also submitted a non-binding indication of interest in acquiring United Financial in a stock-for-stock merger transaction (representing an approximately 24.4% to 29.2% premium based on the share prices of the companies on such date). At special meetings on September 5, 2018 and September 10, 2019, United Financial’s board of directors reviewed both offers thoroughly with representatives of its senior management team, corporate counsel and Sandler O’Neill and, after initially requesting that People’s United increase its proposal, which People’s United did not do, ultimately determined that Company B’s proposal was superior to People’s United’s. United Financial’s board of directors authorized the United Financial management team to pursue Company B’s proposal, after which, on September 10, 2018, United Financial and Company B executed a letter of intent with an exclusivity arrangement with an expiration date of October 15, 2018. On September 11, 2018, Mr. Crawford notified Mr. Barnes that United Financial was rejecting the offer from People’s United and terminated its access to the electronic data room.

After conducting due diligence on one another over the next several weeks, United Financial’s and Company B’s respective management teams decided that a business combination would not generate the pro forma earnings and other financial metrics that they had previously anticipated. Following discussions with United Financial’s board of directors, on October 2, 2018, United Financial terminated discussions with Company B and closed the electronic data room. United Financial’s board of directors decided to continue to assess strategic alternatives, including remaining independent. In the meantime, United Financial’s senior management continued to refine United Financial’s stand-alone three-year operating plan.

Following termination of discussions with Company B, on October 16, 2018, Mr. Crawford contacted Mr. Barnes to notify him of the expiration of United Financial’s exclusive arrangement with Company B. Mr. Barnes noted that People’s United was not interested in continuing further discussions of a potential business combination at that time because it was pursuing another acquisition, but that he would be open to having further discussions about a business combination with United Financial after that transaction closed.

During the fourth quarter of 2018, United Financial’s stock performance experienced a material decline consistent with a broader trend in the market generally, and in the first quarter of 2019, United Financial’s stock price lagged behind its peer group. During this time, United Financial’s board of directors and representatives of its senior management continued to engage in robust discussions regarding United Financial’s expected future performance on a stand-alone basis, including the possibility that United Financial’s common stock price reflected speculation of a potential transaction, as well as in a potential business combination with another financial institution. United Financial’s board of directors also asked senior management to prepare a comparison of United Financial’s earnings and projected stock price potential reflecting a business combination with another financial institution and a stand-alone strategy implementing the company’s three-year operating plan, which

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senior management subsequently delivered to United’s board of directors and discussed at the February 26, 2019 meeting of the board as described below.

Between February 13 and February 15, 2019, Mr. Crawford and Mr. Barnes had discussions at a conference in Florida hosted by Keefe, Bruyette & Woods, Inc., People’s United’s financial advisor (which we refer to as “KBW”). At this conference, a representative of KBW conveyed to Mr. Crawford that People’s United would be interested in acquiring United Financial at an exchange ratio in the range of 1.00 to 1.05 shares of People’s United common stock for each share of United Financial common stock, representing an approximately 12.2% to 17.8% premium based on the share prices of the companies on February 15, 2019.

On February 26, 2019, United Financial’s board of directors held a special meeting to discuss strategic objectives and representatives of United Financial’s senior management presented their comparison of United Financial’s stand-alone strategy versus its projections reflecting a business combination. In an executive session, United Financial’s independent directors discussed a potential business combination, including People’s United’s oral indication of interest in a combination with United Financial, and came to a consensus not to pursue a strategic combination at that time.

From March through May 2019, United Financial’s board of directors met several times to discuss strategic alternatives, including People’s United’s oral indication of interest for a potential combination as well as United Financial’s strategy on a stand-alone basis. On March 12, 2019, United Financial’s board of directors held another special meeting to discuss United Financial’s three-year operating plan and various strategic alternatives. Before making any formal decisions regarding such alternatives, including a potential combination with People’s United, United Financial’s board of directors decided to hire a financial advisor with strategic advisory experience to assist United Financial’s board of directors in evaluating United Financial’s strategic options.

On April 2, 2019, representatives of KBW orally communicated to Mr. Crawford People’s United’s continuing interest in pursuing a business combination.

On April 23, 2019, United Financial retained RP Financial, an independent financial advisor, to evaluate the three-year operating plan that was prepared by United Financial’s senior management at the request of United Financial’s board of directors, as well as to assist United Financial’s board of directors in its assessment of potential alternative strategies that United Financial could feasibly implement to enhance shareholder value on a stand-alone basis. United Financial chose RP Financial because of its strategic planning and board advisory experience, and its expertise in the valuation of financial institutions and financial institution regulation.

On May 10, 2019, United Financial’s board of directors held a special meeting with representatives of its senior management to discuss certain preliminary analyses performed by RP Financial. Representatives of RP Financial presented to United Financial’s board of directors its assessment of United Financial’s three-year operating plan and potential strategic initiatives RP Financial developed with United Financial’s senior management to enhance United Financial’s shareholder value on a stand-alone basis. United Financial’s board of directors and representatives of its senior management discussed the financial performance benefits and execution risks associated with the stand-alone strategies in detail, including that such strategies could not fully address fundamental issues relating to expected trends in the interest rate yield curve and United Financial’s below peer returns.

On May 13, 2019, United Financial’s board of directors held another special meeting with representatives of United Financial’s senior management to discuss strategic alternatives. The discussion included United Financial’s management’s expectations for the future financial performance of United Financial, and feedback from some of its institutional investors suggesting that United Financial should consider a business combination if after performing a stand-alone analysis it was determined that United Financial operating independently could not create the shareholder value they were seeking. Following the discussion, United Financial’s board of directors authorized United Financial’s senior management, with the assistance of Sandler O’Neill, to identify

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financial institutions as potential transaction counterparties based on financial capacity and perceived interest in a business combination with United Financial, and to report back to United Financial’s board of directors.

On or about May 13, 2019, United Financial engaged Sullivan & Cromwell LLP (which we refer to as “Sullivan & Cromwell”) to serve as its legal advisor in connection with a potential strategic transaction.

On May 14, 2019, United Financial’s board of directors held a special meeting with representatives of United Financial’s senior management and Sandler O’Neill. Representatives of Sandler O’Neill reviewed with United Financial’s board of directors Sandler O’Neill’s view of the universe of potential strategic partners for a business combination with United Financial, based on market capitalization, geographical footprint and growth strategy. Representatives of RP Financial and Sullivan & Cromwell were also in attendance at the meeting. Following discussion, United Financial’s board of directors authorized United Financial’s senior management and Sandler O’Neill to solicit preliminary indications of interest regarding a potential business combination from five financial institutions identified by Sandler O’Neill, including People’s United.

Between May 14, 2019 and May 17, 2019, representatives of Sandler O’Neill contacted People’s United and the four other selected financial institutions. Representatives of Sandler O’Neill engaged in preliminary, confidential discussions with each of these institutions to determine whether there was an interest in pursuing a potential business combination with United Financial.

On May 19, 2019, United Financial’s board of directors held a special meeting with representatives of United Financial’s senior management, RP Financial, Sandler O’Neill and Sullivan & Cromwell in attendance. Representatives of Sandler O’Neill reported that People’s United had orally confirmed its potential interest in a transaction with United Financial, and another financial institution expressed potential interest in a transaction but was not prepared to offer an acquisition premium. The other three institutions indicated that they did not have an interest in a transaction with United Financial at that time. Accordingly, United Financial’s board of directors decided to recommence exploratory discussions with People’s United regarding a potential business combination with United Financial and authorized its senior management to pursue such discussions. Shortly after the conclusion of the special meeting, Mr. Crawford contacted Mr. Barnes.

On May 20, 2019, United Financial and People’s United extended the term of their existing confidentiality agreement until May 20, 2021, and the following day, People’s United was provided access to an electronic data room with limited non-public information regarding United Financial.

Following a preliminary due diligence review by People’s United, and based on the results of that review, on May 28, 2019, Mr. Barnes orally communicated to Mr. Crawford an indicative offer to acquire United Financial in a merger at a proposed exchange ratio of 0.91 shares of People’s common stock for each share of United Financial common stock, representing an approximately 8.1% premium over the closing price of the United Financial common stock based on the share prices of the companies on such date.

On May 30, 2019, United Financial’s board of directors held a special meeting to consider People’s United’s proposal. Representatives of United Financial’s senior management, Sandler O’Neill, RP Financial and Sullivan & Cromwell also attended the meeting. Representatives of Sandler O’Neill reported on their initial discussions with KBW regarding the basis for the proposed exchange ratio. United Financial’s board of directors determined it would hold another special meeting to further discuss the proposal from People’s United after Sandler O’Neill received more information from KBW and to review further analyses from RP Financial regarding United Financial’s valuation on a stand-alone basis.

On June 4, 2019, United Financial’s board of directors held a special meeting to further consider People’s United’s proposal and United Financial’s stand-alone strategy. Representatives of United Financial’s senior management, Sullivan & Cromwell, Sandler O’Neill and RP Financial were also in attendance. A representative of Sullivan & Cromwell discussed the fiduciary duties of the board of directors in connection with their

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evaluation of strategic alternatives. Representatives of Sandler O’Neill reported to the board of directors regarding their discussions with KBW regarding the basis for the exchange ratio proposed by People’s United. Representatives of Sandler O’Neill also discussed in detail the recent performance of the banking industry and recent merger transactions in the industry, including general trends of declining premiums in bank merger transactions and required earn-back periods, and reviewed the current proposal from People’s United to acquire United Financial, as compared to recent, similar acquisitions by People’s United. Representatives of RP Financial presented its strategic planning analyses, which updated its previous analyses by, among other things, (i) assuming a complete loss of $41.7 million, as of June 30, 2019, on United Financial’s investment in three limited liability companies intended to generate solar investment tax credits for United Financial (which we refer to as the “D.C. Solar LLCs”), and (ii) developing and analyzing an additional strategic stand-alone scenario. After an extensive discussion of the information provided at the meeting, United Financial’s board of directors took into account a range of considerations, including the limited financial benefits and significant execution risks associated with the stand-alone strategies developed by RP Financial and United Financial’s senior management, and determined that United Financial’s estimated stand-alone valuation was likely to be materially lower than the proposal from People’s United. In light of the discussions, the board of directors authorized United Financial management and Sandler O’Neill to negotiate and execute a customary exclusivity agreement with People’s United.

On June 4 and 5, 2019, Mr. Crawford and representatives of Sandler O’Neill discussed People’s United’s proposal with Mr. Barnes and representatives of KBW and requested an increase in the proposed exchange ratio. On June 5, 2019, People’s United submitted a written non-binding letter of intent to United Financial, reconfirming its proposed exchange ratio of 0.91 shares of People’s United common stock for each share of United Financial common stock, and exclusivity terms set to expire on July 21, 2019. On June 6, 2019, United Financial executed the letter of intent.

On June 7, 2019, Simpson Thacher & Bartlett, counsel to People’s United (which we refer to as “Simpson Thacher”) sent an initial draft of the merger agreement to Sullivan & Cromwell. From June 7, 2019 until the execution of the merger agreement on July 15, 2019, the parties and their respective legal and financial advisors exchanged drafts of, and engaged in discussion and negotiations concerning the terms of, the merger agreement. Extensive documentary and other due diligence continued in parallel with the negotiation of the transaction documentation.

On June 28, 2019, representatives of KBW informed representatives of Sandler O’Neill that in light of the results to date of its due diligence review of United Financial, People’s United would not proceed with a transaction at the previously proposed 0.91 exchange ratio, and conveyed a revised exchange ratio proposal of 0.875 shares of People’s United common stock for each share of United Financial common stock, representing an approximately 4.0% premium over the closing price of the United Financial common stock based on the closing share prices of the companies on the immediately preceding trading date. Representatives of KBW cited concerns about the credit quality of United Financial’s loan portfolio, and further explained to representatives of Sandler O’Neill that, following its due diligence, People’s United had revised its previous assumptions regarding United Financial’s business and increased the amount of non-core loans that People’s United planned to run off during the two years following the consummation of the proposed merger.

On July 2, 2019, United Financial’s board of directors held a special meeting to discuss the 0.875 exchange ratio proposal from People’s United. Representatives of United Financial’s senior management, Sullivan & Cromwell, Sandler O’Neill and RP Financial were also in attendance. Representatives of Sandler O’Neill and Sullivan & Cromwell provided an update on the status of negotiations with People’s United and its financial and legal advisors. Representatives of Sandler O’Neill presented an updated financial analysis of the potential transaction reflecting the revised exchange ratio. After reviewing Sandler O’Neill’s financial analyses and following a thorough discussion, United Financial’s board of directors authorized management to continue to negotiate a business combination with People’s United at the revised exchange ratio.

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On July 3, 2019, representatives of Sandler O’Neill discussed the basis for the revised exchange ratio with representatives of KBW and requested that People’s United increase its proposed exchange ratio, which People’s United declined to do.

On July 9, 2019, members of United Financial’s senior management, together with representatives of Sandler O’Neill and Sullivan & Cromwell, met with representatives of People’s United’s senior management at its headquarters in Bridgeport, Connecticut to perform reverse due diligence on People’s United. During the meeting, representatives of People’s United’s senior management presented on various topics, including strategic outlook, acquisition strategy, capital levels, loan portfolio, relationships with regulators and material litigation, and answered questions from United Financial and its advisors.

On July 11, 2019, United Financial’s board of directors held a special meeting to review the merger agreement and the proposed transaction with People’s United with an exchange ratio of 0.875 shares of People’s United common stock for each share of United Financial common stock. Representatives of United Financial’s senior management, Sullivan & Cromwell, Sandler O’Neill and RP Financial were also in attendance. Mr. Crawford provided an overview of the status of the proposed merger. Representatives of United Financial’s senior management reported to United Financial’s board of directors on People’s United’s presentation to United Financial in Bridgeport, Connecticut. Representatives of Sandler O’Neill reviewed the financial analyses performed by Sandler O’Neill in connection with its evaluation of the consideration to be paid by People’s United in connection with the merger, including discussing the various financial methodologies used in its analysis. Representatives of RP Financial provided an update to its previous analyses that included an analysis of an additional strategic stand-alone scenario under various assumptions that differed from United Financial’s stand-alone strategic plan, as well as comparisons of United Financial’s stand-alone value to the value in connection with the proposed merger with People’s United based on, among other things, its estimates of future earnings per share and tangible book value. See “—RP Financial Analysis” beginning on page [●]. A representative of Sullivan & Cromwell reviewed again with United Financial’s board of directors its fiduciary duties in connection with the potential transaction with People’s United and the key terms of the draft merger agreement delivered by Sullivan & Cromwell to Simpson Thacher on July 5, 2019. A representative of Sullivan & Cromwell also reviewed the regulatory requirements for a transaction with People’s United. Representatives of United Financial’s senior management and Sullivan & Cromwell also discussed with United Financial’s board of directors certain considerations in connection with the proposed merger with People’s United that would impact various constituencies, including (i) the long and short-term interests of United Financial, (ii) the long and short-term interests of United Financial’s shareholders, (iii) the interests of United Financial’s employees, customers, creditors and suppliers and (iv) community and societal considerations, including the communities that United Financial serves. Following robust discussion, United Financial’s board of directors authorized United Financial’s senior management to continue negotiations to reach a definitive agreement with People’s United.

Between July 11, 2019 and July 15, 2019, the parties and their respective legal advisors continued to negotiate the terms of the merger agreement.

On July 15, 2019, United Financial’s board of directors held a special meeting to consider the approval of the merger agreement and the transactions contemplated thereby, including the merger with People’s United. Representatives of United Financial’s senior management, Sandler O’Neill, RP Financial and Sullivan & Cromwell were also in attendance. Mr. Crawford updated and reviewed the status of discussions with People’s United with United Financial’s board of directors, noting that the open issues in the merger agreement were resolved. A representative of Sullivan & Cromwell summarized revisions to the merger agreement made subsequent to Sullivan & Cromwell’s prior presentation to United Financial’s board of directors regarding key terms of the proposed transaction. Representatives of Sandler O’Neill reviewed the updated financial analyses performed by Sandler O’Neill in connection with its evaluation of the consideration to be paid by People’s United in connection with the merger, including discussing the various financial methodologies used in its analysis. See “—Opinion of United Financial’s Financial Advisor” beginning on page [●]. Representatives of

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Sandler O’Neill then delivered its oral opinion to United Financial’s board of directors, which was subsequently confirmed in writing on the same date, to the effect that, as of such date and based upon and subject to the various factors, assumptions, considerations, qualifications and limitations set forth in its opinion, the exchange ratio set forth in the merger agreement was fair, from a financial point of view, to the holders of United Financial’s common stock. Based on United Financial’s board of directors’ discussions with its financial and legal advisors on July 15, 2019, and after extensive review and discussion, including consideration of the factors described under “—Recommendation of the United Financial Board of Directors and Reasons for the Merger” below, and consideration of the above referenced presentations and those made at the July 11, 2019 special meeting, United Financial’s board of directors unanimously approved and adopted the merger agreement, on the terms reviewed by United Financial’s board of directors, and the transactions contemplated thereby, and declared the merger and other transactions contemplated by the merger agreement to be in the best interests of United Financial and its shareholders. United Financial’s board of directors also directed that the merger agreement and the merger be submitted to United Financial’s shareholders for approval and recommended that United Financial’s shareholders approve and adopt the merger agreement, the proposed merger and any other matters submitted for shareholder approval in connection with the merger agreement and the proposed merger.

Later on July 15, 2019, the merger agreement was executed and delivered by United Financial and People’s United. The parties announced the transaction following the closing of the stock markets in New York on July 15, 2019.

United Financial’s Reasons for the Merger; Recommendation of United Financial’s Board of Directors

In reaching its unanimous decision to approve and adopt the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that United Financial’s shareholders approve the merger proposal, United Financial’s board of directors evaluated the merger in consultation with United Financial’s senior management, as well as United Financial’s outside financial and legal advisors, and considered a number of factors, including the following factors:

• an extensive review of strategic alternatives available to United Financial;

• a review of the risks and prospects of United Financial remaining independent, including (i) the challenges of the current financial, operating, regulatory and interest rate environment, generally; (ii) the additional risks associated with executing on any of the alternatives developed by United Financial senior management and RP Financial to support a stand-alone strategy, including the risk that United Financial could not achieve profitability consistent with its peers; (iii) the potential loss on United Financial’s investments in the D.C. Solar LLCs; (iv) the increasing costs associated with banking regulation, compliance and technology, generally; (v) the anticipated costs of continuing to develop and enhance United Financial’s business capabilities; and (vi) the risk that United Financial’s existing stock price already reflected speculation of a potential transaction, thereby making it more difficult to create shareholder value as an independent institution;

• United Financial’s board of directors’ consideration that the transaction with People’s United was more favorable to holders of United Financial common stock than the potential value that might result from other alternatives reasonably available to United Financial, including:

• the challenges facing United Financial as an independent company and United Financial’s board of directors’ belief that combining with a larger financial institution would benefit United Financial’s shareholders and other constituencies; and

• the fact that Sandler O’Neill had contacted a selected group of financial institutions believed by United Financial’s senior management, United Financial’s board of directors and Sandler O’Neill to have a significant likelihood of having a serious interest in a business combination with United Financial that resulted in only one other preliminary offer to United Financial regarding a business combination that was well below the price range indicated by People’s United;

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• the fact that the implied value of the merger consideration as of July 12, 2019, the last full trading day before the announcement of the merger, of approximately $14.74 for each share of United Financial’s common stock, based on People’s United’s closing stock price of $16.85 per share on such date, represented a 4.5% premium over the closing price of United Financial’s common stock of $14.11 per share on such date;

• the fact that the dividends paid by People’s United to its stockholders were higher than dividends paid by United Financial to its shareholders and the potential for United Financial’s shareholders to participate in the future earnings and growth of the combined company;

• the fact that the consideration that United Financial’s shareholders will receive in the merger is in the form of a fixed exchange ratio of People’s United common stock and the fact that United Financial shareholders would own approximately 10% of the combined company;

• the expected pro forma financial impact of the transaction, taking into account anticipated cost savings and other factors, on both United Financial shareholders and People’s United shareholders, especially the fact that the transaction is expected to be accretive to the combined company;

• the soundness of People’s United’s business, financial condition, results of operations and management, and the performance and greater liquidity of People’s United’s common stock on both a historical and prospective basis;

• United Financial’s board of directors’ expectation that the combined company will have a strong capital position upon completion of the transaction, including with respect to maintenance of People’s United’s dividend;

• the ability of United Financial’s shareholders to participate in any future improvement in the combined company’s business and/or future appreciation in People United’s stock from improved conditions for financial institutions or to the general economy;

• the written opinion of Sandler, O’Neill, dated as of July 15, 2019, delivered to United Financial’s board of directors to the effect that, as of such date and based on and subject to the various factors, assumptions, considerations, qualifications and limitations set forth in the opinion, the exchange ratio was fair to the holders of United Financial’s common stock from a financial point of view, as more fully described below under “—Opinion of United Financial’s Financial Advisor” beginning on page [●];

• the financial analyses of RP Financial regarding the potential value of United Financial on a stand-alone basis as compared to the value in connection with the merger, as more fully described below under “—RP Financial Analyses,” beginning on page [●];

• the consideration by United Financial’s board of directors, consistent with United Financial’s certificate of incorporation, of the impact of the merger on (i) the long and short-term interests of United Financial, (ii) the long and short-term interests of United Financial’s shareholders, (iii) the interests of United Financial’s employees, customers, creditors and suppliers and (iv) community and societal considerations, including the communities that United Financial serves, which includes the factors described in this section and the following:

• United Financial’s and People’s United’s shared corporate values and commitment to serve their customers and communities;

• the ability, following the merger, for United Financial customers to benefit from a broader array of retail and commercial products, enhanced access to technology and digital capabilities, as well branches that are open seven days a week; and

• People’s United’s obligations under the merger agreement to provide the salary and wages, target cash bonus opportunities and employee benefits to continuing employees, as well as severance benefits to certain employees terminated in connection with the merger, as described under

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“—Covenants and Agreements—Employee Benefit Matters,” beginning on page [●], as well as the employment opportunities for certain United Financial employees with People’s United following the merger;

• The interests in the merger of certain of United Financial’s directors and executive officers, which are different from, or in addition to, those of United Financial shareholders generally, as described under “The Merger—Interests of United Financial’s Directors and Executive Officers in the Merger,” beginning on page [●];

• the geographic and strategic fit of the branch networks of the combined company and the scale, scope, strength and diversity of operations, product lines and delivery systems that could be achieved by the combined company;

• the terms of the merger agreement, including the expected tax treatment of the merger as a “reorganization” for U.S. federal income tax purposes and the size of the termination fee in relation to the overall transaction size;

• the fact that the merger agreement does not preclude a third party from making an unsolicited acquisition proposal to United Financial and that, under certain circumstances more fully described under “The Merger Agreement—No Solicitation” beginning on page [●], United Financial may furnish non-public information to, and enter into discussions with, such a third party regarding a qualifying acquisition proposal;

• United Financial’s board of directors’ review with United Financial’s outside legal counsel of the terms of the merger agreement, including both parties’ covenant to use their reasonable best efforts to obtain the required regulatory approvals for the merger;

• the likelihood, based on People’s United’s recent track record, of receiving the required regulatory approvals and completing the merger in a timely manner;

• the potential risks associated with successfully integrating United Financial’s business, operations and workforce with those of People’s United, including the costs of successfully integrating the two companies;

• the potential for diversion of management and employee attention, and for employee attrition, during the period following announcement of the merger and prior to the completion of the merger and the potential effect on United Financial’s business and relations with customers, service providers and other stakeholders, whether or not the merger is completed;

• the merger agreement provisions generally requiring United Financial to conduct its business in the ordinary course and the other restrictions on the conduct of United Financial’s business prior to completion of the merger, which may delay or prevent United Financial from undertaking business opportunities that may arise pending completion of the merger;

• with share consideration based on a fixed exchange ratio, the risk that the consideration to be paid to United Financial shareholders could be adversely affected by a decrease in the trading price of People’s United common stock prior to the closing of the merger;

• the regulatory and other approvals required in connection with the merger and the possibility that such regulatory approvals may not be received in a timely manner and may include the imposition of burdensome conditions;

• the risk of litigation arising from shareholders in respect of the merger agreement or transactions contemplated thereby; and

• the other risks described under “Risk Factors” beginning on page [●], and the risks of investing in People’s United common stock identified in the “Risk Factors” sections of People’s United’s periodic reports filed with the SEC and incorporated by reference herein.

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The foregoing discussion of the information and factors considered by United Financial’s board of directors is not exhaustive, but includes the material factors considered by United Financial’s board of directors. The above factors are not presented in any order of priority. In view of the wide variety of factors considered by United Financial’s board of directors in connection with its evaluation of the merger and the complexity of these matters, United Financial’s board of directors did not attempt to quantify, rank or otherwise assign relative weights to specific factors that it considered in reaching its decision. Furthermore, in considering the factors described above, individual members of United Financial’s board of directors may have given different weights to different factors.

The foregoing discussion of the information and factors considered by United Financial’s board of directors is forward-looking in nature. This information should be read in light of the factors described under “Information Regarding Forward-Looking Statements” beginning on page [●].

On the basis of these considerations, United Financial’s board of directors unanimously approved and adopted the merger agreement and the transactions contemplated thereby and recommends that United Financial’s shareholders vote “FOR” the approval of the merger proposal, “FOR” the approval of the compensation proposal and “FOR” the approval of the adjournment proposal.

Opinion of United Financial’s Financial Advisor

United Financial retained Sandler O’Neill to act as financial advisor to its board of directors in connection with United Financial’s consideration of a possible business combination. Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Sandler O’Neill acted as financial advisor in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the July 15, 2019 meeting at which United Financial’s board of directors considered and approved the terms of the merger agreement and the merger, Sandler O’Neill delivered to United Financial’s board of directors its oral opinion, which was subsequently confirmed in writing on the same day, to the effect that, as of such date, the exchange ratio set forth in the merger agreement was fair to the holders of United Financial common stock, from a financial point of view. The full text of Sandler O’Neill’s opinion is attached as Annex B to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. United Financial’s shareholders are urged to read the entire opinion carefully in connection with their consideration of the merger proposal.

Sandler O’Neill’s opinion speaks only as of the date of the opinion. The opinion was directed to United Financial’s board of directors in connection with its consideration of the merger agreement and the transactions contemplated thereby and does not constitute a recommendation to any shareholder of United Financial as to how any such United Financial shareholder should vote at any meeting of shareholders called to consider and vote upon the merger proposal. Sandler O’Neill’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of United Financial common stock and did not address the underlying business decision of United Financial to engage in the merger, the form or structure of the merger or any other transactions contemplated by the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for United Financial or the effect of any other transaction in which United Financial might engage. Sandler O’Neill did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of United Financial or People’s United, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Sandler O’Neill’s opinion was approved by Sandler O’Neill’s fairness opinion committee.

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In connection with its opinion, Sandler O’Neill reviewed and considered, among other things:

• an execution copy of the merger agreement;

• certain publicly available financial statements and other historical financial information of United Financial that Sandler O’Neill deemed relevant;

• certain publicly available financial statements and other historical financial information of People’s United that Sandler O’Neill deemed relevant;

• certain internal financial projections for United Financial for the years ending December 31, 2019 through December 31, 2021, as provided by the senior management of United Financial, as well as a long-term earnings per share growth rate for United Financial for the years ending December 31, 2022 through December 31, 2023, as provided by the senior management of United Financial, and estimated dividends per share for United Financial for the years ending December 31, 2019 through December 31, 2023, as confirmed with the senior management of United Financial;

• publicly available mean analyst net income and earnings per share estimates for People’s United for the years ending December 31, 2019 and December 31, 2020, as, with respect to the earnings per share estimates only, confirmed by the senior management of People’s United, as well as a long-term earnings per share growth rate for People’s United for the years ending December 31, 2021 through December 31, 2023 based on publicly available mean analyst estimates, as approved by the senior management of United Financial for use in Sandler O’Neill’s analysis, and estimated dividends per share for People’s United for the years ending December 31, 2019 through December 31, 2020, based on guidance provided by the senior management of People’s United;

• the pro forma financial impact of the merger on People’s United based on certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses, as well as certain assumptions related to balance sheet restructuring activities following the closing of the merger, as provided by the senior management of People’s United;

• the publicly reported historical price and trading activity for United Financial common stock and People’s United common stock, including a comparison of certain stock market information for United Financial common stock and People’s United common stock and certain stock indices as well as publicly available information for certain other similar companies, the securities of which are publicly traded;

• a comparison of certain financial information for United Financial and People’s United with similar financial institutions for which information was publicly available;

• the financial terms of certain recent business combinations in the bank and thrift industry (on a regional basis), to the extent publicly available;

• the current market environment generally and the banking environment in particular; and

• such other information, financial studies, analyses and investigations and financial, economic and market criteria as Sandler O’Neill considered relevant.

Sandler O’Neill also discussed with certain members of the management of United Financial and its representatives the business, financial condition, results of operations and prospects of United Financial and held similar discussions with certain members of the management of People’s United and its representatives regarding the business, financial condition, results of operations and prospects of People’s United.

In performing its review, Sandler O’Neill relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Sandler O’Neill from public sources, that was provided to Sandler O’Neill by United Financial or People’s United or their respective representatives, or that was otherwise reviewed by Sandler O’Neill, and Sandler O’Neill assumed such accuracy and completeness for

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purposes of rendering its opinion without any independent verification or investigation. Sandler O’Neill relied on the assurances of the respective managements of United Financial and People’s United that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Sandler O’Neill was not asked to and did not undertake an independent verification of any of such information and Sandler O’Neill did not assume any responsibility or liability for the accuracy or completeness thereof. Sandler O’Neill did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of United Financial or People’s United or any of their respective subsidiaries, nor was Sandler O’Neill furnished with any such evaluations or appraisals. Sandler O’Neill rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of United Financial or People’s United. Sandler O’Neill did not make an independent evaluation of the adequacy of the allowance for loan losses of United Financial or People’s United, or of the combined entity after the merger, and Sandler O’Neill did not review any individual credit files relating to United Financial or People’s United. Sandler O’Neill assumed, with United Financial’s consent, that the respective allowances for loan losses for both United Financial and People’s United were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Sandler O’Neill used certain internal financial projections for United Financial for the years ending December 31, 2019 through December 31, 2021, as provided by the senior management of United Financial, as well as a long-term earnings per share growth rate for United Financial for the years thereafter, as provided by the senior management of United Financial, and estimated dividends per share for United Financial for the years ending December 31, 2019 through December 31, 2023, as confirmed with the senior management of United Financial. In addition, Sandler O’Neill used publicly available mean analyst net income and earnings per share estimates for People’s United for the years ending December 31, 2019 and December 31, 2020, as, with respect to the earnings per share estimates only, confirmed by the senior management of People’s United, as well as a long-term earnings per share growth rate for People’s United for the years thereafter based on publicly available mean analyst estimates, as approved by the senior management of United Financial for use in Sandler O’Neill’s analysis, and estimated dividends per share for People’s United for the years ending December 31, 2019 through December 31, 2020, based on guidance provided by the senior management of People’s United. Sandler O’Neill also received and used in its pro forma analysis certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses, as well as certain assumptions related to balance sheet restructuring activities following the closing of the merger, as provided by the senior management of People’s United. With respect to the foregoing information, the respective senior managements of United Financial and People’s United confirmed to Sandler O’Neill that such information reflected (or, in the case of the publicly available mean analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective managements as to the future financial performance of United Financial and People’s United, respectively, and the other matters covered thereby, which projections are subject to the numerous assumptions made at the time of preparation (See “—Certain Financial Forecasts of United Financial” beginning on page [●]), and Sandler O’Neill assumed for purposes of its analyses that the future financial performance reflected in such information would be achieved. Sandler O’Neill did not express an opinion as to such information, or the assumptions on which such information was based. Sandler O’Neill assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of United Financial or People’s United since the date of the most recent financial statements made available to Sandler O’Neill. Sandler O’Neill assumed in all respects material to its analyses that United Financial and People’s United would remain as going concerns for all periods relevant to its analyses.

Sandler O’Neill also assumed, with United Financial’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no

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delay, limitation, restriction or condition would be imposed that would have an adverse effect on United Financial, People’s United, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with United Financial’s consent, Sandler O’Neill relied upon the advice that United Financial received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Sandler O’Neill expressed no opinion as to any such matters.

Sandler O’Neill’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Sandler O’Neill as of, the date of its opinion. Events occurring after the date thereof could materially affect Sandler O’Neill’s opinion. Sandler O’Neill did not undertake to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Sandler O’Neill expressed no opinion as to the trading value of United Financial common stock or People’s United common stock at any time or what the value of People’s United common stock would be once it is actually received by the holders of United Financial common stock.

In rendering its opinion, Sandler O’Neill performed a variety of financial analyses. The summary below is not a complete description of the analyses underlying Sandler O’Neill’s opinion or the presentation made by Sandler O’Neill to United Financial’s board of directors, but is a summary of all material analyses performed and presented by Sandler O’Neill. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Sandler O’Neill believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Sandler O’Neill’s comparative analyses described below is identical to United Financial or People’s United and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of United Financial and People’s United and the companies to which they are being compared. In arriving at its opinion, Sandler O’Neill did not attribute any particular weight to any analysis or factor that it considered. Rather, Sandler O’Neill made qualitative judgments as to the significance and relevance of each analysis and factor. Sandler O’Neill did not form an opinion as to whether any individual factor (positive or negative) or analysis considered in isolation supported or failed to support its opinion, rather, Sandler O’Neill made its determination as to the fairness of the exchange ratio on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Sandler O’Neill also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which are beyond the control of United Financial, People’s United and Sandler O’Neill. The analyses performed by Sandler O’Neill are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Sandler O’Neill prepared its analyses solely for purposes of rendering its opinion and provided such analyses to United Financial’s board of directors at its July 15, 2019 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler O’Neill’s analyses do not necessarily reflect the value of United Financial common stock or the prices at which United Financial common stock or People’s United common stock may be sold at any time. The analyses of Sandler O’Neill and its opinion were among a number of

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factors taken into consideration by United Financial’s board of directors in making its determination to approve the merger agreement and should not be viewed as determinative of the merger consideration or the decision of United Financial’s board of directors or management with respect to the fairness of the merger. The type and amount of consideration payable in the merger were determined through negotiations between United Financial and People’s United.

Summary of Aggregate Merger Consideration and Implied Transaction Metrics

Sandler O’Neill reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, (i) each share of United Financial common stock outstanding immediately prior to the effective time, except for specified shares of United Financial common stock owned by United Financial or People’s United (which will be cancelled), will be converted into the right to receive the merger consideration, and (ii) each United Financial PSU and other United Financial equity award will be converted into the right to receive a number of shares of People’s United common stock based on the number of shares of United Financial common stock subject to such United Financial PSU or other United Financial equity award, as applicable, multiplied by the exchange ratio. Based on the closing price per share of People’s United common stock on July 12, 2019 of $16.85 and based upon 50,884,457 shares of United Financial common stock outstanding (which included shares of United Financial restricted stock and shares of United Financial common stock reserved for issuance upon settlement of United Financial PSUs, but excluded the ESOP loan, which will be repaid pursuant to the merger agreement by delivering a sufficient number of unallocated shares of United Financial common stock to United Financial at least five business days prior to the closing date of the merger) and 1,303,937 United Financial stock options outstanding with a weighted average exercise price of $11.79, Sandler O’Neill calculated an aggregate implied transaction value of $754.1 million. Based upon publicly available historical financial information for United Financial as of or for the last twelve months (which we refer to as “LTM”) ended March 31, 2019, earnings per share estimates for United Financial for the year ending December 31, 2019 and December 31, 2020, as provided by United Financial senior management, adjusted tangible book value per share, as adjusted by United Financial senior management, and the closing price of United Financial common stock on July 12, 2019 of $14.11 per share, as well as the July 12, 2019 20-day volume-weighted average price (which we refer to as “VWAP”) United Financial stock price of $13.87, Sandler O’Neill calculated the following implied transaction metrics:

Transaction Price / United Financial LTM Earnings Per Share:	13.2	x
Transaction Price / United Financial 2019 Estimated Earnings Per Share(1):	15.4	x
Transaction Price / United Financial 2020 Estimated Earnings Per Share(1):	14.5	x
Transaction Price / United Financial March 31, 2019 Tangible Book Value Per Share:	125	%
Transaction Price / United Financial March 31, 2019 Adjusted Tangible Book Value Per Share(1):	135	%
Tangible Book Premium / Core Deposits(2):	3.4	%
Adjusted Tangible Book Premium / Core Deposits(1)(2):	4.3	%
Market Premium(3):	4.5	%
Market Premium based on People’s United 20-Day VWAP(4):	6.3	%

(1) Based on adjusted tangible book value and adjusted 2019 and 2020 earnings per share estimates, as provided by United Financial senior management

(2) Defined as total deposits excluding time deposits with balances greater than $100,000

(3) Based on United Financial’s closing stock price on July 12, 2019 of $14.11

(4) Based on United Financial’s 20-Day VWAP stock price on July 12, 2019 of $13.87

Stock Trading History

Sandler O’Neill reviewed the historical stock price performance of United Financial common stock for the one-year period and the three-year period ended July 12, 2019. Sandler O’Neill then compared the relationship between the stock price performance of United Financial common stock to movements in People’s United stock price performance as well as the United Financial Peer Group (as defined below) and certain stock indices.

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United Financial One-Year Stock Price Performance

	July 12, 2018			July 12, 2019
United Financial		100	%		80.2	%
People’s United		100	%		92.6	%
United Financial Peer Group		100	%		90.6	%
NASDAQ Bank Index		100	%		88.5	%
S&P 500 Index		100	%		107.7	%

United Financial Three-Year Stock Price Performance

	July 12, 2016			July 12, 2019
United Financial		100	%		104.4	%
People’s United		100	%		110.6	%
United Financial Peer Group		100	%		128.5	%
NASDAQ Bank Index		100	%		130.9	%
S&P 500 Index		100	%		140.0	%

Sandler O’Neill also reviewed the historical stock price performance of People’s United common stock for the one-year period and three-year period ended July 12, 2019. Sandler O’Neill then compared the relationship between the stock price performance of People’s United common stock to movements in United Financial’s stock price performance as well as the People’s United Peer Group (as defined below) and certain stock indices.

People’s United One-Year Stock Price Performance

	July 12, 2018			July 12, 2019
People’s United		100	%		92.6	%
United Financial		100	%		80.2	%
People’s United Peer Group		100	%		84.2	%
NASDAQ Bank Index		100	%		88.5	%
S&P 500 Index		100	%		107.7	%

People’s United Stock Three-Year Stock Price Performance

	July 12, 2018			July 12, 2019
People’s United		100	%		110.6	%
United Financial		100	%		104.4	%
People’s United Peer Group		100	%		132.8	%
NASDAQ Bank Index		100	%		130.9	%
S&P 500 Index		100	%		140.0	%

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Comparable Company Analyses

Sandler O’Neill used publicly available information to compare selected financial information for United Financial with a group of financial institutions selected by Sandler O’Neill (which we refer to as the “United Financial Peer Group”). The United Financial Peer Group consisted of major exchange traded banks headquartered in the Mid-Atlantic and Northeast regions with total assets between $5 billion and $10 billion, excluding announced merger targets and mutual holding companies. The United Financial Peer Group consisted of the following companies:

Provident Financial Services	Kearny Financial Corp.
NBT Bancorp Inc.	OFG Bancorp
Independent Bank Corp.	Dime Community Bancshares
Boston Private Financial	Lakeland Bancorp, Inc.
Eagle Bancorp, Inc.	TriState Capital Holdings, Inc.
Sandy Spring Bancorp, Inc.	Meridian Bancorp, Inc.
OceanFirst Financial Corp.	ConnectOne Bancorp, Inc.
First Commonwealth Financial	Century Bancorp, Inc.
Brookline Bancorp, Inc.	TrustCo Bank Corp NY
S&T Bancorp, Inc.	Washington Trust Bancorp
Flushing Financial Corporation	Univest Financial Corporation
Tompkins Financial Corporation

Sandler O’Neill compared publicly available financial information for United Financial and the United Financial Peer Group as of or for the LTM ended March 31, 2019, with pricing data as of July 12, 2019. The table below sets forth the data for United Financial and the high, low, median and mean data for the United Financial Peer Group.

	United Financial			United Financial Peer Group Median		United Financial Peer Group Mean		United Financial Peer Group High		United Financial Peer Group Low
Market Capitalization ($mm)		714			1,185		1,141		2,517		493
Price / LTM Earnings per Share (x)		12.6			13.1		14.2		30.2		10.6
Price / 2019E Earnings per Share (x)(1)		14.2 / 14.7	(2)		12.9		13.5		27.7		10.2
Price / 2020E Earnings per Share (x)(1)		13.2 / 13.8	(2)		12.0		12.5		25.1		9.0
Price / Tangible Book Value (%)		120 / 129	(2)		165		171		248		116
Dividend Yield (%)		3.40			2.88		2.65		4.06		0.54
Total Assets ($mm)		7,340			6,739		7,107		9,803		5,036
Loans / Deposits (%)		102			102		101		125		52
Non-performing Assets / Total Assets (%)		0.68			0.45		0.64		3.96		0.12
Tangible Common Equity / Tangible Assets (%)		8.34			9.28		9.36		14.61		5.78
Tier 1 Leverage Ratio (%)		8.43			9.96		10.04		14.64		6.92
Total Risk-Based Capital Ratio (%)		12.52			13.76		14.56		23.45		11.26
Commercial Real Estate Loans / Risk-Based Capital (%)		270.8			317.4		304.2		706.1		20.7
LTM Return on Average Assets (%)		0.79			1.22		1.18		1.84		0.62
LTM Return on Average Equity (%)		8.07			10.56		10.70		16.11		3.33
LTM Net Interest Margin (%)		2.92			3.37		3.34		5.44		2.16
LTM Efficiency Ratio (%)		67.49			54.47		55.43		68.95		38.44

1) Based on publicly available median analyst consensus estimates

2) Based on adjusted tangible book value and adjusted 2019 and 2020 earnings per share estimates, as provided by United Financial senior management

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Sandler O’Neill used publicly available information to perform a similar analysis for People’s United and a group of financial institutions selected by Sandler O’Neill (which we refer to as the “People’s United Peer Group”). The People’s United Peer Group consisted of nationwide major exchange traded banks and thrifts with total assets between $30 billion and $80 billion, excluding announced merger targets and mutual holding companies. The People’s United Peer Group consisted of the following companies.

Comerica Incorporated	BOK Financial Corporation
Zions Bancorporation	First Citizens BancShares, Inc.
SVB Financial Group	Associated Banc-Corp
New York Community Bancorp	F.N.B. Corporation
CIT Group Inc.	BankUnited, Inc.
Signature Bank	Valley National Bancorp
Synovus Financial Corp.	Wintrust Financial Corporation
East West Bancorp, Inc.	Cullen/Frost Bankers, Inc.
First Horizon National Corp.	IBERIABANK Corporation

Sandler O’Neill compared publicly available financial information for People’s United and the People’s United Peer Group as of or for the LTM ended March 31, 2019, with pricing data as of July 12, 2019. The table below sets forth the data for People’s United and the high, low, median and mean data for the People’s United Peer Group.

	People’s United		People’s United Peer Group Median		People’s United Peer Group Mean		People’s United Peer Group High		People’s United Peer Group Low
Market Capitalization ($mm)		6,608		5,068		5,788		11,563		3,216
Price / LTM Earnings per Share (x)		13.1		11.3		11.3		13.5		8.9
Price / 2019E Earnings per Share (x)(1)		12.4		10.8		10.9		13.7		8.8
Price / 2020E Earnings per Share (x)(1)		11.7		10.1		10.3		13.5		8.6
Price / Tangible Book Value (%)		180		159		159		226		98
Dividend Yield (%)		4.21		2.65		2.79		6.46		0.00
Total Assets ($mm)		48,092		40,491		43,613		70,690		31,260
Loans / Deposits (%)		96.2		91.8		90.9		128.2		54.8
Non-performing Assets / Total Assets (%)		0.65		0.50		0.52		0.95		0.15
Tangible Common Equity / Tangible Assets (%)		7.70		8.68		8.51		10.20		6.70
Tier 1 Leverage Ratio (%)		8.76		9.10		9.23		11.00		7.58
Total Risk-Based Capital Ratio (%)		12.44		13.02		13.00		14.81		11.37
Commercial Real Estate Loans / Risk-Based Capital (%)		250.4		186.4		227.9		733.4		4.1
LTM Return on Average Assets (%)		1.03		1.25		1.29		1.94		0.81
LTM Return on Average Equity (%)		7.63		11.33		11.93		21.44		6.14
LTM Net Interest Margin (%)		3.16		3.52		3.41		3.81		2.15
LTM Efficiency Ratio (%)		58.12		54.97		55.10		64.57		35.77

1) Based on median analyst consensus estimates

Analysis of Selected Merger Transactions

Sandler O’Neill reviewed a group of recent merger and acquisition transactions consisting of bank and thrift transactions where targets were headquartered in the Northeast region, New York and New Jersey, announced between January 1, 2016 and July 12, 2019 with disclosed deal values and target total assets between $1 billion and $10 billion and target LTM return on average assets between 0.00% and 1.00%; including Valley National Bancorp’s acquisition of Oritani Financial Corp., which had a target LTM return on average assets outside the range but that Sandler O’Neill determined in its professional judgment was a comparable transaction (which we refer to as the “Precedent Transactions”).

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The Precedent Transactions group was composed of the following transactions:

Buyer	Target
Valley National Bancorp	Oritani Financial Corp.
Berkshire Hills Bancorp Inc.	SI Financial Group Inc.
People’s United	BSB Bancorp Inc.
Independent Bank Corp.	Blue Hills Bancorp Inc
People’s United	First Connecticut Bancorp, Inc.
Kearny Financial Corp.	Clifton Bancorp Inc.
Berkshire Hills Bancorp Inc.	Commerce Bancshares Corp.
Community Bank System Inc.	Merchants Bancshares Inc.
OceanFirst Financial Corp.	Ocean Shore Holding Co.
Berkshire Hills Bancorp Inc.	First Choice Bank
People’s United	Suffolk Bancorp
Bar Harbor Bankshares	Lake Sunapee Bank Group
OceanFirst Financial Corp.	Cape Bancorp Inc.

Using the latest publicly available information prior to the announcement of the relevant transactions, Sandler O’Neill reviewed the following transaction metrics for each transaction: transaction price to LTM earnings per share, transaction price to forward earnings per share, transaction price to tangible book value, core deposit premium and one-day market premium. Sandler O’Neill compared the indicated transaction multiples for the merger to the high, low, mean and median multiples of the Precedent Transactions group.

	United Financial / People’s United			Precedent Transactions Median		Precedent Transactions Mean		Precedent Transactions High		Precedent Transactions Low
Transaction Price / LTM Earnings (x)		13.2			21.7		27.9		65.1		14.1
Transaction Price / Forward Earnings (x)		15.4	(1)		19.8		25.0		59.7		14.2
Transaction Price / Tangible Book Value (%)		135	(1)		140		153		196		110
Core Deposit Premium (%)		4.3	(1)		8.0		8.8		19.2		1.5
1-Day Market Premium (%)		4.5			20.7		20.5		42.8		0.5

1) Based on adjusted tangible book value and adjusted 2019 earnings per share estimates, as provided by United Financial senior management

Net Present Value Analyses

Sandler O’Neill performed an analysis that estimated the per share net present value of United Financial common stock assuming United Financial performed in accordance with internal financial projections for United Financial for the years ending December 31, 2019 through December 31, 2021, as provided by the senior management of United Financial, as well as a long-term earnings per share growth rate for the years thereafter, as provided by the senior management of United Financial, and estimated dividends per share for United Financial for the years ending December 31, 2019 through December 31, 2023, as confirmed with the senior management of United Financial. To approximate the terminal value per share of United Financial common stock at December 31, 2023, Sandler O’Neill applied price to 2023 earnings per share multiples ranging from 11.0x to 16.0x and price to December 31, 2023 tangible book value per share multiples ranging from 105% to 180%. The terminal values were then discounted to present values using different discount rates ranging from 9.0% to 13.0% which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of United Financial common stock. As illustrated in the following tables, the analysis indicated an imputed range of per share values of United Financial common stock of $8.90 to $14.36 when applying multiples of earnings and $9.90 to $18.61 when applying multiples of tangible book value.

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Earnings Per Share Multiples

Discount Rate	11.0x		12.0x		13.0x		14.0x		15.0x		16.0x
9.0%	$	10.43	$	11.21	$	12.00	$	12.78	$	13.57	$	14.36
10.0%	$	10.02	$	10.77	$	11.52	$	12.27	$	13.03	$	13.78
11.0%	$	9.63	$	10.35	$	11.07	$	11.79	$	12.51	$	13.23
12.0%	$	9.26	$	9.95	$	10.64	$	11.33	$	12.02	$	12.71
13.0%	$	8.90	$	9.57	$	10.23	$	10.89	$	11.55	$	12.22

Tangible Book Value Per Share Multiples

Discount Rate	105%		120%		135%		150%		165%		180%
9.0%	$	11.61	$	13.01	$	14.41	$	15.81	$	17.21	$	18.61
10.0%	$	11.15	$	12.49	$	13.83	$	15.17	$	16.51	$	17.85
11.0%	$	10.71	$	12.00	$	13.28	$	14.57	$	15.85	$	17.13
12.0%	$	10.30	$	11.53	$	12.76	$	13.99	$	15.22	$	16.45
13.0%	$	9.90	$	11.08	$	12.26	$	13.44	$	14.62	$	15.80

Sandler O’Neill also considered and discussed with United Financial’s board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to net income. To illustrate this impact, Sandler O’Neill performed a similar analysis assuming United Financial’s net income varied from 20% above projections to 20% below projections. This analysis resulted in the following range of values per United Financial common share, applying the price to 2023 earnings per share multiples range of 11.0x to 16.0x referred to above and a discount rate of 11.35%.

Earnings Per Share Multiples

Annual Budget Variance	11.0x		12.0x		13.0x		14.0x		15.0x		16.0x
(20.0%)	$	7.93	$	8.50	$	9.07	$	9.64	$	10.20	$	10.77
(10.0%)	$	8.71	$	9.35	$	9.99	$	10.63	$	11.27	$	11.91
0.0%	$	9.49	$	10.20	$	10.92	$	11.63	$	12.34	$	13.05
10.0%	$	10.28	$	11.06	$	11.84	$	12.62	$	13.40	$	14.18
20.0%	$	11.06	$	11.91	$	12.76	$	13.61	$	14.47	$	15.32

Sandler O’Neill also performed an analysis that estimated the net present value per share of People’s United common stock assuming that People’s United performed in accordance with publicly available mean analyst net income and earnings per share estimates for People’s United for the years ending December 31, 2019 and December 31, 2020, as, with respect to the earnings per share estimates only, confirmed by People’s United senior management, as well as a long-term earnings per share growth rate for the years thereafter based on publicly available mean analyst estimates for the years ending December 31, 2019 and December 31, 2020, as approved by United Financial senior management for use in Sandler O’Neill’s analysis, and estimated dividends per share for the years ending December 31, 2019 through December 31, 2020, based on guidance provided by the senior management of People’s United. To approximate the terminal value per share of People’s United common stock at December 31, 2023, Sandler O’Neill applied price to 2023 earnings per share multiples ranging from 10.5x to 13.0x and price to December 31, 2023 tangible book value per share multiples ranging from 120% to 195%. The terminal values were then discounted to present values using different discount rates ranging from 8.0% to 12.0% chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of People’s United common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of People’s United common stock of $13.07 to $18.29 when applying multiples of earnings per share and $11.85 to $20.79 when applying multiples of tangible book value per share.

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Earnings Per Share Multiples

Discount Rate	10.5x		11.0x		11.5x		12.0x		12.5x		13.0x
8.0%	$	15.31	$	15.91	$	16.50	$	17.10	$	17.69	$	18.29
9.0%	$	14.71	$	15.28	$	15.85	$	16.42	$	16.98	$	17.55
10.0%	$	14.13	$	14.68	$	15.22	$	15.77	$	16.31	$	16.86
11.0%	$	13.59	$	14.11	$	14.63	$	15.15	$	15.68	$	16.20
12.0%	$	13.07	$	13.57	$	14.07	$	14.57	$	15.07	$	15.57

Tangible Book Value Per Share Multiples

Discount Rate	120%		135%		150%		165%		180%		195%
8.0%	$	13.87	$	15.25	$	16.64	$	18.02	$	19.41	$	20.79
9.0%	$	13.33	$	14.65	$	15.98	$	17.30	$	18.63	$	19.95
10.0%	$	12.81	$	14.08	$	15.35	$	16.62	$	17.89	$	19.16
11.0%	$	12.32	$	13.53	$	14.75	$	15.97	$	17.18	$	18.40
12.0%	$	11.85	$	13.02	$	14.18	$	15.35	$	16.51	$	17.68

Sandler O’Neill also considered and discussed with the United Financial’s board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to net income. To illustrate this impact, Sandler O’Neill performed a similar analysis assuming People’s United’s net income varied from 20% above estimates to 20% below estimates. This analysis resulted in the following range of per share values for People’s United shares, applying the price to 2023 earnings per share multiples range of 10.5x to 13.0x referred to above and a discount rate of 10.10%.

Earnings Per Share Multiples

Annual Budget Variance	10.5x		11.0x		11.5x		12.0x		12.5x		13.0x
(20.0%)	$	11.79	$	12.23	$	12.66	$	13.10	$	13.53	$	13.97
(10.0%)	$	12.93	$	13.42	$	13.91	$	14.40	$	14.89	$	15.38
0.0%	$	14.07	$	14.62	$	15.16	$	15.70	$	16.25	$	16.79
10.0%	$	15.21	$	15.81	$	16.41	$	17.00	$	17.60	$	18.20
20.0%	$	16.35	$	17.00	$	17.66	$	18.31	$	18.96	$	19.61

Sandler O’Neill noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Pro Forma Merger Analysis

Sandler O’Neill analyzed certain potential pro forma effects of the merger on People’s United, assuming the merger closes at the end of the fourth calendar quarter of 2019. In performing this analysis, Sandler O’Neill utilized certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses, as well as certain assumptions related to balance sheet restructuring activities following the closing of the merger, as provided by the senior management of People’s United, and estimated earnings per share for United Financial for the years ending December 31, 2019 through December 31, 2021 as well as a long-term earnings per share growth rate for United Financial for the years ending December 31, 2022 through December 31, 2023, as provided by the senior management of United Financial and as adjusted for the years ending December 31, 2019 through December 31, 2020 based on discussions with representatives of People’s United. The analysis indicated that the merger could be accretive to People’s United’s estimated earnings per share (excluding one-time transaction costs and expenses) in the years ending December 31, 2020, December 31, 2021,

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December 31, 2022 and December 31, 2023, dilutive to People’s United’s estimated tangible book value per share at closing, December 31, 2019 and December 31, 2020, and accretive to People’s United’s estimated tangible book value per share at December 31, 2021, December 31, 2022 and December 31, 2023. For more information about the assumptions provided by People’s United to Sandler O’Neill for use in Sandler O’Neill’s pro forma analysis, see the Investor Presentation, dated July 15, 2019, filed by People’s United with the SEC which is incorporated by reference herein.

In connection with this analysis, Sandler O’Neill considered and discussed with United Financial’s board of directors how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the merger, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material.

Sandler O’Neill’s Relationship

Sandler O’Neill acted as financial advisor to United Financial in connection with the merger. United Financial has agreed to pay Sandler O’Neill a transaction fee in an amount equal to 1.00% of the aggregate merger consideration, which transaction fee is contingent upon the closing of the merger. At the time of announcement of the merger, based on People’s United’s closing stock price of $16.85 as of July 12, 2019, Sandler O’Neill’s transaction fee was approximately $7.5 million. Sandler O’Neill also received a $500,000 fee upon rendering its fairness opinion to United Financial’s board of directors. United Financial has also agreed to indemnify Sandler O’Neill against certain claims and liabilities arising out of its engagement and to reimburse Sandler O’Neill for certain of its out-of-pocket expenses incurred in connection with its engagement.

Sandler O’Neill did not provide any other investment banking services to United Financial, nor did Sandler O’Neill provide any investment banking services to People’s United, in the two years preceding the date of its opinion. In the ordinary course of Sandler O’Neill’s business as a broker-dealer, Sandler O’Neill may purchase securities from and sell securities to United Financial, People’s United and their respective affiliates. Sandler O’Neill may also actively trade the equity and debt securities of United Financial, People’s United and their respective affiliates for Sandler O’Neill’s own account and for the accounts of Sandler O’Neill’s customers.

RP Financial Analyses

United Financial’s board of directors initially engaged RP Financial on April 23, 2019 to provide certain strategic planning services in conjunction with its assessment of an internal strategic plan prepared by United Financial’s senior management including the independent evaluation of the forecasts that had been prepared by United Financial’s management (which we refer to in this section as “United Financial management’s forecasts” and are described in the section entitled “—Certain Financial Forecasts of United Financial” beginning on page [●]) and related implications to shareholder value, as well as to assess potential alternative strategies that United Financial could feasibly implement to enhance shareholder value as an independent company. United Financial’s board of directors subsequently engaged RP Financial to also evaluate United Financial’s standalone value as compared to the value which might be generated in the proposed merger (which we refer to as the “subsequent planning analyses”). RP Financial also reviewed financial and other benefits of the merger, as well as key considerations in the event that United Financial did not complete the merger and continued to operated independently instead.

RP Financial’s subsequent planning analyses were based on public information and information made available to RP Financial by United Financial, including United Financial management’s forecasts, as well as prevailing economic, market and other conditions as of the date of the report or as otherwise indicated. In providing its strategic planning services, RP Financial discussed with certain United Financial senior management and members of United Financial’s board of directors, the overall business, historical and current financial condition and performance, capitalization, results of operations, future prospects and financial forecasts, historical and current stock pricing and trading characteristics, cash dividends, as well as their assessment of the rationale for the merger. RP Financial also had discussions with Sandler O’Neill regarding its financial assumptions

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pertaining to the merger. RP Financial was not engaged to conduct due diligence of People’s United, engage in merger negotiations directly or indirectly with People’s United’s financial advisor, or address the fairness of the merger consideration to the United Financial shareholders from a financial point of view.

United Financial selected RP Financial to evaluate its internal business plan as an independent company and to perform the related subsequent planning analyses described herein because of RP Financial’s qualifications, expertise and reputation and because it was not providing a fairness opinion on, or receiving compensation based upon, the outcome of any merger transaction.

The RP Financial reports expressed no opinion regarding (i) the fairness of the merger consideration to be paid to United Financial’s shareholders in the merger, (ii) the fairness of any consideration paid in connection with the merger to the holders of any other class of securities, creditors or other constituencies of United Financial or (iii) the underlying decision by United Financial to engage in the merger. RP Financial expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the merger, or any class of such persons relative to the merger consideration to be paid to United Financial’s shareholders pursuant to the merger agreement or with respect to the fairness of any such compensation. RP Financial was not involved in any discussions with any potential acquirors or their financial advisors regarding a prospective acquisition of United Financial.

RP Financial provided its analyses and estimates to United Financial’s board of directors (in its capacity as such) in connection with and for the purpose of its evaluation of United Financial’s internal strategic plan and its prospective merger with People’s United. RP Financial made no recommendation to United Financial’s management or United Financial’s board of directors and makes no recommendation to any United Financial shareholder as to how such shareholder should vote with respect to the merger or any other matter at the special meeting or whether to take any other action with respect to the merger. RP Financial’s analyses and estimates were among the many factors considered by United Financial’s board of directors in its evaluation of the transactions contemplated by the merger agreement and should not be viewed as determinative of the views of United Financial’s board of directors or management with respect to the merger consideration or the transactions contemplated by the merger agreement, and the decision to approve and recommend the transactions contemplated by the merger agreement to United Financial’s shareholders was made independently by United Financial’s board of directors.

RP Financial was not consulted by United Financial’s board of directors or management of United Financial with respect to the sufficiency of the merger consideration, or any decision with respect to whether to accept the offer of People’s United or any other party, nor did RP Financial express any opinion with respect to such matters at any time. RP Financial does not express any opinion with respect to such matters to any United Financial shareholder.

RP Financial is not, and was not acting in, a legal, regulatory or tax expert capacity and, if and where relevant, relied on the assessments made by United Financial with respect to such issues.

RP Financial Subsequent Planning Analyses

Alternative Stand-Alone Planning Scenario

As part of the subsequent planning analyses, RP Financial performed an analysis of an additional strategic stand-alone scenario under the assumptions described below, including a full write-down of United Financial’s investment in the D.C. Solar LLCs (which we refer to as the “D.C. Solar write-down”) and an updated lower adjustment for United Financial’s credit losses using the expected credit losses methodology (which we refer to as “CECL”). RP Financial also considered a hypothetical scenario assuming that if United Financial were to remain independent, it may need to raise additional equity if it intended to maintain its quarterly dividend practice due to the company’s weakened capital position after the D.C. Solar write-down and the adoption of the

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expected CECL (which we refer to as the “alternative stand-alone planning scenario”). These assumptions differed from United Financial’s senior management’s stand-alone strategic plan and the assumptions underlying United Financial management’s forecasts.

The following table presents select unaudited prospective financial data for fiscal years ending December 31, 2019 through December 31, 2021 prepared by RP Financial and used by RP Financial in its alternative stand-alone planning scenario which were developed by RP Financial based on numerous estimates, assumptions and professional judgments of RP Financial made at the time they were prepared. Such financial forecasts are not fact and should not be relied upon as being necessarily indicative or a reliable predictor of future results. Such information can be adversely affected by inaccurate assumptions or by known or unknown factors, including the risks and uncertainties described under “Information Regarding Forward-Looking Statements” beginning on page [●]. The financial forecasts were not prepared for the purposes of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or GAAP requirements. A summary of certain significant elements of this financial information is set forth below and does not comprise all of the prospective financial information employed, prepared or relied upon by RP Financial in its subsequent planning analyses:

	For the Year Ended
	December 31, 2019		December 31, 2020		December 31, 2021
(in thousands)
Earnings	$	49,180	$	54,189	$	55,659
Tangible Common Equity	$	627,617	$	645,957	$	675,841
Diluted Common Shares Outstanding for Earnings Per Share		52,194		57,096		57,660
Common Shares Outstanding		56,921		57,271		57,571

RP Financial used this forecasted financial information to prepare the alternative stand-alone planning scenario, which was based on the following assumptions:

(1) a full write-down of investment in the D.C. Solar LLCs and the related impact on earnings;

(2) the pre-tax impact of the adoption of CECL effective as of January 1, 2020, was $12.5 million;

(3) the trading price of United Financial’s common stock would adjust downward to $11.00 per share based on RP Financial’s estimate of a normalized price-to-earnings multiple in a range of 11 times, which incorporates required discounting typically present in a secondary offering of common stock and United Financial’s and analysts’ consensus earnings estimate of $1.00 per share for 2019 which excludes potential acquisition speculation incorporated into existing trading value which would be eliminated in the absence of a merger transaction;

(4) the completion of a $65 million stock offering in the December 2019 quarter to support future growth with the shares issued at $11.00 per share yielding net proceeds of $61.1 million after offering expenses (due to United Financial’s weakened capital position after the D.C. Solar write-down and the adoption of CECL); and

(5) dividends would be held constant at $0.48 per share of United Financial common stock.

RP Financial estimated the trading value of United Financial at the end of fiscal 2019, 2020 and 2021 pursuant to the hypothetical stand-alone alternative planning scenario by applying a 12 times earnings multiple to the projected trailing 12-month earnings per share and by applying a 1.15 times multiple to tangible book value per share, weighting the earnings and tangible book value approaches equally. The foregoing price multiples were determined by RP Financial based on the price multiples observed pursuant to a peer group analysis of regionally and financially comparable public companies and RP Financial’s professional experience. RP Financial estimated

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the net present value at the end of each year incorporating an 11.5% discount rate to the estimated future trading value, which discount rate was based on the application of capital assets pricing model, assumed a bank holding company capital structure which included 90% equity/10% debt based on a regional peer group, and a company specific premium based on RP Financial’s professional judgment.

The following table presents prospective net present value of the trading price of United Financial common stock, including the net present value of dividends, for the years ending December 31, 2019 through December 31, 2021 prepared by RP Financial based on the assumptions incorporated into the alternative stand-alone planning scenario:

	For the Year Ended
	December 31, 2019		December 31, 2020		December 31, 2021
Net Present Value (per share)	$	11.21	$	10.65	$	10.28

Value Comparison

RP Financial also provided a summary of the indicated value for United Financial on a stand-alone basis versus the value of United Financial’s stock in a merger with People’s United based on the value of People’s United at the proposed 0.875 exchange ratio. Based on United Financial management’s forecasts, RP Financial estimated that operating on a stand-alone basis as an independent entity, United Financial’s common stock had a trading value of $10.56 per share based on 2019 earnings per share of $0.96 per share, as included in United Financial management’s forecasts, and $11.22 per share based on 2020 earnings per share of $1.02 per share, as included in United Financial management’s forecasts, both of which were based on the assumption that United Financial would trade at 11 times normalized earnings per share, which excluded a speculative acquisition premium that RP Financial believed in its professional judgment was reflected in the then-existing trading price of United Financial common stock. RP Financial compared these stand-alone values to the per share value of the combined company on a merged basis. Assuming that People’s United earned $1.54 per share after the merger, which assumption was based on 2020 mean analyst earnings per share estimates for People’s United, as confirmed by the senior management of People’s United and included in Sandler O’Neill’s analysis, 2020 earnings per share estimates for United Financial, as provided by the senior management of United Financial and the pro forma impact of the completion of the merger, and People’s United’s stock traded in a range of 11 times to 13 times earnings, which assumption was consistent with the range of multiples for Peoples United’s stock based on the trailing 12 month earnings and analyst consensus earnings estimates for the next 12 months, RP Financial estimated the value of the merger consideration to range from $14.82 per share to $17.52 per share.

Merger Market Update

RP Financial also compared United Financial on a stand-alone basis on the basis of multiples and/or ratios involving reported earnings, tangible book value and tangible book premium to core deposits reported in a selected comparable group of completed and pending bank mergers and acquisitions. The comparable transaction groups consisted of sale of control transactions and included nationwide bank and thrift transactions announced during the period from January 1, 2018, through June 28, 2019, involving targets with total assets between $1 billion and $10 billion at the announcement date (which we refer to as the “Nationwide Transactions Group”); including Valley National Bancorp’s recent acquisition of Oritani Financial Corp. which was determined by RP Financial in its professional judgment to be a comparable transaction because the target was a New Jersey-based financial institution in a regionally comparable market, and the premium relative to the trading price one day prior to the announcement of the merger was less than 1%. In addition, RP Financial evaluated subsets of the comparable transactions, including transactions within the New England and Mid-Atlantic regions of the United States versus those transactions involving targets outside of United Financial’s regional market (which we refer to as the “Regional Subsets”) and transactions announced in 2018 versus transactions announced in 2019 (which we refer to as the “Annual Subsets”). The transactions included in RP Financial’s analysis are set forth below.

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Acquirer	Target
Valley National Bancorp	Oritani Financial Corp.
Prosperity Bancshares Inc.	LegacyTexas Finl Group Inc
S&T Bancorp Inc.	DNB Financial Corp.
Hancock Whitney Corp.	MidSouth Bancorp Inc.
First Citizens BancShares Inc.	Entegra Financial
Ameris Bancorp	Fidelity Southern Corp.
Berkshire Hills Bancorp Inc.	SI Financial Group Inc.
People’s United Inc.	BSB Bancorp Inc.
CenterState Bank Corp.	National Commerce Corp.
Simmons First National Corp.	Reliance Bancshares Inc.
Enterprise Financial Services	Trinity Capital Corp.
First Merchants Corp.	MBT Financial Corp.
Union Bkshs Corp	Access National Corp.
Independent Bank Corp.	Blue Hills Bancorp Inc
WSFS Financial Corp.	Beneficial Bancorp Inc
Veritex Holdings Inc.	Green Bancorp Inc.
People’s United Inc.	First Connecticut Bancorp, Inc
BOK Financial Corp.	CoBiz Financial Inc.
Independent Bk Group Inc.	Guaranty Bancorp
Cadence Bancorp.	State Bank Financial Corp.
CenterState Bank Corp.	Charter Financial Corp.
WesBanco Inc.	Farmers Capital Bank Corp.
CVB Financial Corp.	Community Bank
Pacific Premier Bancorp	Grandpoint Capital Inc.
Ameris Bancorp	Hamilton State Bancshares

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The average selected financial data and acquisition pricing multiples or ratios at announcement for the Nationwide Transactions Group, the Regional Subsets and the Annual Subsets are shown below:

	Assets		Tangible Equity/ Assets			Return on Average Assets			Return on Average Equity			Price/ Tangible Book			Price/ Earnings		Tangible Book Value Premium/ Core Deposits			1 Day Premium(2)
	($ Mil)		(%)			(%)			(%)			(%)			(x)		(%)			(%)
Comparable Transactions
Nationwide Transactions Group
All Deals 2018-Present Assets $1-$10 B	$	3,159		9.99	%		0.76	%		6.97	%		205	%		25.3x		13.3	%		13.20	%
Oritani Financial Corp (Annd 6/26/19)	$	4,075		13.02	%		1.28	%		9.62	%		138	%		13.7x		10.2	%		0.50	%
Regional Subsets
Outside New England & MidAtlantic	$	3,195		9.64	%		0.77	%		7.03	%		220	%		24.3x		14.2	%		12.60	%
New England & MidAtlantic	$	3,067		10.90	%		0.73	%		6.81	%		166	%		27.6x		11.6	%		15.00	%
Annual Subsets
2018 Announcements	$	3,051		9.95	%		0.78	%		7.09	%		213	%		27.4x		13.9	%		13.50	%
2019 Announcements	$	3,593		10.16	%		0.67	%		6.48	%		175	%		15.2x		11.3	%		12.10	%
United Financial Stand-Alone
United Financial– As Reported (1)	$	7,340		8.34	%		0.79	%		8.07	%		120	%		12.6x		3.3	%		4.60	%
United Financial– Adjusted for DC Solar (1)													129	%		13.1x		4.3	%

(1) Based on exchange ratio of 0.875x and People’s United closing stock price of $16.83 as of July 1, 2019.

(2) Reflects premium relative to the trading price one day prior to public announcement of the merger.

Source: S&P Global Market Intelligence provided public market financial and stock pricing data and market medians and averages as well as United Financial data adjusted for the D.C. Solar LLCs was calculated by RP Financial, LC.

RP Financial made two observations regarding the pricing multiples of the comparable transactions. First, New England and Mid-Atlantic transactions reflect discounted price/tangible book values and tangible book value premiums/core deposit ratios relative to the ratios in other regions. Second, transactions announced in 2019 are discounted to the transactions announced in 2018.

Other Subsequent Planning Analyses

RP Financial also reviewed the interest rate and economic trends on a monthly basis from April 2019 to June 2019, including certain adverse earnings trends for United Financial which could negatively impact shareholder value on a stand-alone basis, and prepared an independent analysis of People’s United financial position relative to a peer group comprised of nine publicly-traded financial institutions in the New England and Mid-Atlantic region of the United States with assets between $25 billion and $125 billion. RP Financial’s evaluation of People’s United noted certain characteristics and trends, including that People’s United is more leveraged on a

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tangible equity basis given recent acquisitions to expand its regional footprint, has greater funding with deposits than peers and recent acquisition activity has contributed to its faster deposit and loan growth. Additionally, RP Financial reviewed key considerations in the event that the parties terminated the merger agreement and United Financial continued to operate independently, including consideration of the lack of other prospective merger partners for a potential business combination with United Financial, a potential for reduction in the price of United Financial common stock and the potential need to raise capital assuming the D.C. Solar write-down.

RP Financial’s Relationship

RP Financial provided strategic planning and advisory services to United Financial in conjunction with its assessment of United Financial’s internal strategic plan assuming United Financial continued to operate independently and to assist the board of directors in its evaluation of a prospective merger with People’s United. RP Financial did not provide any other strategic planning or advisory services to United Financial, nor did RP Financial provide any strategic planning or other advisory services to People’s United, in the two years preceding the date of this proxy statement/prospectus.

Certain Financial Forecasts of United Financial

United Financial does not, as a matter of course, publicly disclose forecasts or internal projections as to its future performance, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates, the risk that they will prove incorrect and the inherent difficulty of accurately predicting financial performance for future periods. However, in connection with the merger, United Financial’s management provided its financial advisor, Sandler O’Neill with certain nonpublic unaudited prospective financial information regarding United Financial, on a stand-alone basis, prepared by United Financial’s management that was considered by Sandler O’Neill for the purpose of preparing its fairness opinion to United Financial’s board of directors, as described in this proxy statement/prospectus under the heading “—Opinion of United Financial’s Financial Advisor” beginning on page [●]. United Financial’s management also provided RP Financial with certain nonpublic unaudited prospective financial information regarding United Financial, prepared by United Financial’s management that was considered by RP Financial for the purpose of preparing its independent analyses, as described in this proxy statement/prospectus under the heading “—RP Financial Analyses” beginning on page [●]. This nonpublic unaudited prospective financial information was prepared as part of United Financial’s overall process of analyzing various strategic initiatives, and was not prepared for the purposes of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or GAAP. A summary of certain significant elements of this information is set forth below, and is included in this proxy statement/prospectus solely because such information was made available to Sandler O’Neill and RP Financial in connection with the preparation of their respective fairness opinions and analyses. The information included below does not comprise all of the prospective financial information provided by United Financial to Sandler O’Neill and RP Financial.

The financial forecasts set forth below were presented to the board of directors of United Financial on June 4, 2019. Although presented with numeric specificity, the financial forecasts reflect numerous estimates and assumptions of United Financial management made at the time they were prepared, including based on management’s expectation of low interest rates and low-growth economic environment. The financial forecasts also assumed a partial loss on United Financial’s investment in the D.C. Solar LLCs. These and the other estimates and assumptions underlying the financial forecasts involve judgments with respect to, among other things, the future interest rate environment and other economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which United Financial and People’s United operate, and the risks and uncertainties described under the sections entitled “Risk Factors”

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and “Information Regarding Forward-Looking Statements” beginning on pages [●] and [●], respectively, all of which are difficult to predict and many of which are outside the control of United Financial and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions would prove to be accurate or that the projected results would be realized, and actual results likely would differ materially from those reflected in the financial forecasts, whether or not the merger is completed. Further, these assumptions do not include all potential actions that management could or might have taken during these time periods. The inclusion in this proxy statement/prospectus of the unaudited prospective financial information below should not be regarded as an indication that United Financial, People’s United, their respective boards of directors, Sandler O’Neill or RP Financial considered, or now consider, these projections and forecasts to be a reliable predictor of future results or to be material information to any United Financial shareholder particularly in light of the inherent risks and uncertainties associated with such projections and forecasts. The financial forecasts are not fact and should not be relied upon as being necessarily indicative of future results, and this information should not be relied on as such. In addition, this information represents United Financial’s management’s evaluation at the time it was prepared of certain measures of United Financial’s expected future financial performance on a standalone basis, based on certain assumptions regarding strategic investment expenses and without reference to the proposed merger or transaction-related costs or benefits. No assurances can be given that these financial forecasts and the underlying assumptions are reasonable or that, if they had been prepared as of the date of this proxy statement/prospectus, similar assumptions would be used. In addition, the financial forecasts may not reflect the manner in which People’s United would operate the United Financial business after the merger.

The financial forecasts summarized in this section were prepared by and are the responsibility of the management of United Financial. Wolf & Company, P.C. (United Financial’s independent registered public accounting firm) has not examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these financial forecasts and, accordingly, Wolf & Company, P.C. has not expressed any opinion or given any other form of assurance with respect thereto and they assume no responsibility for the prospective financial information. The reports of the independent registered public accounting firms either incorporated by reference or included in this proxy statement/prospectus relate to the historical financial information of People’s United and United Financial, respectively. Such reports do not extend to the financial forecasts and should not be read to do so. No independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these financial forecasts and, accordingly, no independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent registered public accounting firm assumes any responsibility for the prospective financial information. By including in this proxy statement/prospectus a summary of certain financial forecasts, neither People’s United nor United Financial nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of United Financial or People’s United compared to the information contained in the financial forecasts. Neither United Financial, People’s United nor, after completion of the merger, the combined company undertakes any obligation to update or otherwise revise the financial forecasts or financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

The financial forecasts summarized in this section are not being included in this proxy statement/prospectus in order to induce any United Financial shareholder to vote in favor of the merger proposal or any of the other proposals to be voted on at the United Financial special meeting but are included solely for the purpose of providing United Financial shareholders with access to certain nonpublic information that was made available to United Financial’s financial advisors for the purposes of performing financial analyses regarding the proposed merger.

In light of the foregoing as well as the uncertainties inherent in any forecasted information, United Financial shareholders are strongly cautioned not to place unwarranted reliance on such information, and United Financial and People’s United urge all United Financial shareholders to review United Financial’s most recent SEC filings

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for a description of United Financial’s reported financial results. See “Where You Can Find More Information” beginning on page [●].

The following table presents select unaudited prospective financial data for the fiscal years ended December 31, 2019 through December 31, 2023 prepared by United Financial’s management and considered by Sandler O’Neill for the purpose of preparing its fairness opinion to United Financial’s board of directors, as described in this proxy statement/prospectus under the heading “—Opinion of United Financial’s Financial Advisor” beginning on page [●].

	For the Year Ended
	December 31, 2019		December 31, 2020		December 31, 2021		December 31, 2022(1)		December 31, 2023(1)
Net Income (in millions)	$	7,026	$	52,576	$	55,395	$	58,191	$	61,128
Earnings Per Share	$	0.96	$	1.02	$	1.07	$	1.13	$	1.18

(1) Figures for the years ended December 31, 2022 and December 31, 2023 were calculated by Sandler O’Neill by using a growth rate of 5% for the years ended December 31, 2022 and December 31, 2023 that was provided by United Financial senior management.

The following table presents select unaudited prospective financial data for the fiscal years ending December 31, 2019 through December 31, 2021 prepared by United Financial’s management and considered by RP Financial for the purpose of preparing its analyses for United Financial’s board of directors, as described in this proxy statement/prospectus under the heading “—RP Financial Analyses” beginning on page [●].

	For the Year Ended
	December 31, 2019		December 31, 2020		December 31, 2021
Earnings Per Share	$	0.96	$	1.02	$	1.07

Interests of United Financial’s Directors and Executive Officers in the Merger

In considering the recommendation of United Financial’s board of directors that you vote “FOR” the merger proposal, you should be aware that aside from their interests as United Financial shareholders, United Financial’s directors and executive officers have interests in the merger that are different from, or in addition to, those of United Financial shareholders generally. References to the named executive officers of United Financial include Messrs. Crawford, Eric R. Newell, John J. Smith, David C. Paulson and Brandon C. Lorey; however, Mr. Lorey submitted his resignation to United Financial and United Bank, effective June 3, 2019. Members of United Financial’s board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that United Financial shareholders vote in favor of the merger proposal. For more information, see “—Background of the Merger” beginning on page [●] and “The Merger—United Financial’s Reasons for the Merger; Recommendation of United Financial’s Board of Directors” beginning on page [●]. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “—Quantification of Potential Payments and Benefits to United Financial’s Named Executive Officers in Connection with the Merger” beginning on page [●].

Treatment of Existing United Financial Stock Awards

As described further in the section entitled “The Merger Agreement—Treatment of United Financial Stock Awards” beginning on page [●], United Financial stock awards will be subject to the following treatment:

• United Financial stock options: At the effective time of the merger, subject to the terms and conditions of the merger agreement, each United Financial stock option, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, will be cancelled and converted into the right to receive a number of shares of People’s United common stock

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equal to the quotient of (i) the product of (A) the number of shares of United Financial common stock subject to such United Financial stock option and (B) the excess, if any, of the per share stock consideration over the exercise price per share of United Financial common stock of such United Financial stock option, divided by (ii) the average of the closing-sale prices of People’s United common stock for the five full trading days ending on the trading day immediately preceding the closing date of the merger, with cash payable in lieu of any fractional shares. The consideration payable in respect of United Financial stock options will be issued net of applicable tax withholdings, which will be accomplished through the withholding of shares of People’s United common stock with a value equal to the applicable tax withholding obligation, within five business days following the closing date.

• United Financial PSUs: At the effective time of the merger, subject to the terms and conditions of the merger agreement, each United Financial PSU, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, will be cancelled and converted into the right to receive a number of shares of People’s United common stock equal to the product of (A) the number of shares of United Financial common stock subject to such United Financial PSU at the target level of performance applicable to such United Financial PSU, as determined in accordance with the applicable award agreement pursuant to which such United Financial PSU was granted multiplied by (B) the exchange ratio, with cash payable in lieu of fractional shares. The consideration payable in respect of United Financial PSUs will be issued net of applicable tax withholdings, which will be accomplished through the withholding of shares of People’s United common stock with a value equal to the applicable tax withholding obligation, within five business days following the closing date.

• Other United Financial equity awards: At the effective time of the merger, subject to the terms and conditions of the merger agreement, each other United Financial equity award, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, will be cancelled and converted into the right to receive a number of shares of People’s United common stock equal to the product of (A) the number of shares of United Financial common stock subject to such other United Financial equity award multiplied by (B) the exchange ratio, with cash payable in lieu of fractional shares. The consideration payable in respect of other United Financial equity awards will be issued net of applicable tax withholdings, which will be accomplished through the withholding of shares of People’s United common stock with a value equal to the applicable tax withholding obligation, within five business days following the closing date.

For an estimate of the amounts that would be payable to each of United Financial’s named executive officers on settlement of their unvested United Financial stock awards, see “—Quantification of Potential Payments and Benefits to United Financial’s Named Executive Officers in Connection with the Merger” beginning on page [●]. The estimated aggregate amount that would be payable to United Financial’s four other executive officers who are not named executive officers in settlement of their unvested United Financial stock awards that are outstanding as of the date of this proxy statement/prospectus if the merger were to be completed on November 1, 2019 is $847,437. The estimated aggregate amount that would be payable to United Financial’s seven non-employee directors in settlement of their unvested United Financial stock awards that are outstanding as of the date of this proxy statement/prospectus if the effective time were to occur on November 1, 2019 is $213,530. The amounts in this paragraph were determined using a price per share of United Financial Common Stock of $14.10 (the average closing market price of United Financial common stock over the first five business days following the public announcement of the merger on July 15, 2019). These amounts do not include any other incentive award grants, issuances or forfeitures that may be made or occur, or future dividends or dividend equivalents that may be accrued, prior to the completion of the merger, and do not reflect any United Financial equity or other incentive awards that are expected to vest in accordance with their terms prior to November 1, 2019.

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Executive Employment Agreements

United Financial has employment agreements with Messrs. Crawford, Newell, Smith and Paulson and two other executive officers who are not named executive officers (which we refer to as the “employment agreements”). The employment agreements provide that, upon a termination without cause or voluntary resignation for good reason within two years after a change in control, the named executive officer or other executive officer is entitled to the following benefits:

• a lump-sum payment equal to three times the sum of such executive officer’s base salary immediately prior to termination, plus an amount equal to the named executive officer’s annual target incentive compensation payable in cash for the year of termination;

• a lump-sum payment equal to such executive officer’s annual target incentive compensation (which for Mr. Crawford is prorated based on the number of days he was employed in the year of termination and in lieu of any annual incentive compensation for the year in which the termination occurs) payable in cash for the year of termination;

• for such executive officers other than Mr. Crawford (for whom acceleration of unvested United Financial stock awards is set forth in his employment agreement), rights under any long term incentive plan will be determined in accordance with the controlling plan document and/or award agreements, which generally provide for accelerated vesting in the event of a qualifying termination; provided, however, that United Financial stock awards will be subject to accelerated vesting at the effective time of the merger, in accordance with the terms and conditions of the merger agreement as set forth above;

• a lump-sum payment equal on an after-tax basis to the present value of the total cost of the medical coverage under United Financial’s health plan that would have been incurred by both the executive officer and United Financial for three years, provided that the named executive officer is not eligible for retiree benefits under United Financial’s health plan or Medicare; and

• a lump-sum payment equal on an after-tax basis to the cost of continuing coverage under United Bank’s group long-term disability and group life insurance policies for three years.

For such executive officers, receipt of the severance benefits set forth above is conditioned upon the executive officer’s execution of a general release and compliance with restrictive covenants relating to non-competition and non-solicitation, in each case for a period of two years following the qualifying termination, indefinite confidentiality and non-disparagement requirements.

The above benefits, if any, due under the employment agreements are payable in the payroll period following the payroll period in which termination of employment occurs. However, any change in control benefits that are subject to Section 409A of the Code will be delayed six months following the date of termination if such executive officer is a “key employee” under applicable regulations. If payments are delayed for such six-month period, the executive officer is entitled to interest on the delayed payment at the six month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury on the date such payment would have been made but for the delay.

If payments and benefits payable to the executive officers under the employment agreements, together with other payments and benefits they may have the right to receive on account of a change in control, would exceed the maximum limit imposed on the total of such payments by Section 280G of the Code (without triggering the excise tax imposed under Section 4999 of the Code), then payments to the executive officers will be reduced to the maximum amount that will not exceed that limit, provided that the net after-tax proceeds to the executive officer is not thereby decreased. Specifically, if the payments and benefits payable in connection with a change in control would be subject to the excise tax under Section 4999 of the Code, the executive officer will receive either (a) the payment reduced to the maximum amount that will not result in any excise tax under Code Section 4999 being triggered; or (b) the full payment, in which case, the executive officer will be responsible for paying the excise tax, but only if this alternative leaves the executive officer in a better after-tax position.

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For an estimate of the value of the payments and benefits described above that would be payable to United Financial’s named executive officers under the employment agreements upon a qualifying termination in connection with the merger, see the section entitled “—Quantification of Potential Payments and Benefits to United Financial’s Named Executive Officers in Connection with the Merger” beginning on page [●]. The estimated aggregate amount that would be payable to the two other United Financial executive officers (who are not named executive officers) with employment agreements if the merger were to be completed and they were to experience a qualifying termination on November 1, 2019 is $3,826,831, based on current base salary and target incentive compensation. These amounts do not reflect any possible reductions under the Section 280G “net-better” cutback provision included in the employment agreements.

Executive Severance Plan

United Financial maintains an Executive Change in Control Severance Plan for two other executive officers (excluding the named executive officers and two executive officers who are subject to the employment agreements), pursuant to which they are entitled to the following benefits upon a termination without cause or voluntary resignation for good reason within two years after a change in control or the six-month period prior to the date of any change in control if the participant is terminated during such six-month period in connection with or in anticipation of the change in control:

• a multiple (either two, one and one half or one) times the sum of the participant’s then annual base salary and his or her target bonus for the fiscal year during which the termination occurs (or, in each case, if greater, the base salary or target bonus for the year immediately preceding the change in control);

• an amount equal to a pro rata portion of the participant’s target bonus for the fiscal year during which the termination occurs (or, if greater, for the year immediately preceding the change in control) based on the total number of days in the performance cycle that the participant was employed by United Financial;

• a cash allowance for outplacement and job search activities in the amount of the lesser of 10% of the base salary set forth above or $25,000;

• continued health insurance coverage for 18 months following the date of termination at no cost to the participant; provided that such coverage will cease on the date the participant is eligible for medical coverage through another employer; and

• such other compensation or benefits as are provided in accordance with the terms and conditions of any applicable plans and programs of United Financial.

Receipt of the severance benefits set forth above is conditioned upon the executive officer’s execution of a general release and compliance with indefinite confidentiality and non-disparagement requirements.

In the event the benefits described above, taken together with all other benefits payable to the participant in connection with a change in control, could subject the participant to an excise tax under Section 4999 of the Code, then notwithstanding the foregoing, United Financial will reduce the severance benefits by the amount necessary to result in the participant not being subject to the excise tax if such reduction would result in the participant’s “Net After Tax Amount” attributable to the severance benefits being greater than it would be if no benefit reduction was effected.

The estimated aggregate amount that would be payable to the two other United Financial executive officers (who are not named executive officers or the two other executive officers who do not have employment agreements described above) under the Executive Change in Control Severance Plan if the merger were to be completed and they were to experience a qualifying termination on November 1, 2019 is $1,867,473, based on current base salary, target incentive compensation, estimated continued health insurance coverage for 18 months following

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the date of termination and cash allowance for outplacement and job search activities. These amounts do not reflect any possible reductions under the Section 280G “net-better” cutback provision included in the Executive Change in Control Severance Plan.

Supplemental Executive Retirement Plan and Agreement

In December 2012, United Financial adopted a defined contribution Supplemental Executive Retirement Plan (which we refer to as the “SERP”) for Mr. Crawford to fulfill the promise made in Mr. Crawford’s 2011 employment agreement, as well as to encourage retention and provide an additional opportunity for long-term performance-based compensation. Upon involuntary termination (or termination for good reason) within two years following a change in control, the account balance becomes 100% vested and additional amounts are added to the account equal to the product of A and B, where:

• A is an amount equal to 30% of annual salary, less all employer contributions (other than matching contributions) to Mr. Crawford’s accounts under the United 401(k) Plan and the Supplemental Savings and Retirement Plan for the respective plan year; and

• B is the lesser of 10 or the number of years between Mr. Crawford’s age at separation from service and age 65.

All benefits under the SERP are forfeited if Mr. Crawford is terminated for cause. As the SERP is an unfunded, non-qualified plan, Mr. Crawford has the status of an unsecured general creditor of United Financial with respect to the benefits accrued under the SERP.

Pursuant to a Supplemental Executive Retirement Agreement with one other executive officer (who is not a named executive officer), upon a termination without cause (or termination for good reason) within two years after a change in control, the executive will be deemed to have completed five years of service as of his separation from service for purposes of determining his entitlement to the retirement benefit and payment will commence to be made on the first day of the month immediately following his separation from service regardless of whether he shall have attained age 60, subject, however, to a six month delay in payment under Section 409A of the Code if executive is a specified employee as of the date of his separation from service.

For an estimate of the value of the enhanced benefit that would be payable to Mr. Crawford under the SERP upon a qualifying termination in connection with the merger, see the section entitled “—Quantification of Potential Payments and Benefits to United Financial’s Named Executive Officers in Connection with the Merger” beginning on page [●]. The estimated value of the enhanced benefit that would be payable to such other United Financial executive officer who is not a named executive officer under his Supplemental Executive Retirement Agreement if the merger were to be completed and he was to experience a qualifying termination is $276,585 (based on the valuation of such executive officer’s benefit as of December 31, 2018).

Annual Cash Incentive Awards for Calendar Year 2019

Pursuant to the terms of the merger agreement, if the effective time of the merger occurs before the payment of United Financial’s 2019 incentives, People’s United will cause to be paid to each employee of United Financial and its subsidiaries who is employed by United Financial or its subsidiaries immediately prior to the effective time (including the named executive officers (other than Mr. Lorey) and other executive officers) the prorated portion of such employee’s 2019 incentives on or as soon as practicable following the closing date of the merger. For more information, see “The Merger Agreement—Covenants and Agreements—Employee Benefit Matters” beginning on page [●].

Termination of United 401(k) Plan

In accordance with the merger agreement, United Financial will take action to terminate the United 401(k) Plan (including the ESOP) effective as of the day before the closing date of the merger. The ESOP previously

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purchased shares of United Financial common stock on the open market with the proceeds of a share acquisition loan from United Financial (which we refer to as the “ESOP loan”). The shares purchased with the ESOP loan have been held in a suspense account in the ESOP and are allocated to participants’ accounts as the loan is repaid. The merger agreement requires that the ESOP loan be repaid by delivering a sufficient number of unallocated shares of United Financial common stock to United Financial at least five business days prior to the closing date of the merger. All remaining shares of United Financial common stock held by the ESOP trust after repayment of the ESOP loan will be converted into shares of People’s United common stock in accordance with the merger agreement, and the balance of the unallocated shares and any other unallocated assets remaining in the ESOP’s suspense account after repayment of the ESOP loan and conversion of the shares into People’s United common stock will be allocated as earnings to the accounts of ESOP participants (including the named executive officers (other than Mr. Lorey) and other executive officers) who are employed as of the date of termination of the United 401(k) Plan based on their ESOP account balances as of such date. Following the receipt of a favorable determination letter from the Internal Revenue Service regarding the qualified status of the United 401(k) Plan upon its termination, the account balances in the United 401(k) Plan (including the ESOP account balance and the 401(k)/non-ESOP account balance) will either be distributed to participants (including the named executive officers (other than Mr. Lorey) and other executive officers) and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. People’s United will take any actions required to permit continuing employees to make rollover contributions from the United 401(k) Plan in the form of cash, notes (in the case of participant loans) or a combination thereof, to a tax qualified retirement defined contribution plan sponsored by People’s United. For more information, see “The Merger Agreement—Covenants and Agreements—Employee Benefit Matters” beginning on page [●].

Indemnification and Insurance

The merger agreement provides that from and after the effective time of the merger, People’s United will indemnify and advance expenses to each present and former director, officer or employee of United Financial and its subsidiaries for matters existing or occurring at or prior to the effective time of the merger. For a period of six years after the effective time of the merger, People’s United will provide director and officer liability insurance to present and former directors and officers of United Financial and its subsidiaries that is no less advantageous to the insured than the coverage currently provided by United Financial, provided that People’s United will not be required to spend on an annual basis more than the premium cap. For more information, see “The Merger Agreement—Covenants and Agreements—Director and Officer Indemnification and Insurance” beginning on page [●].

Quantification of Potential Payments and Benefits to United Financial’s Named Executive Officers in Connection with the Merger

This section sets forth the information required by Item 402(t) of the SEC’s Regulation S-K regarding compensation for each “named executive officer” of United Financial that is based on, or otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to United Financial’s named executive officers. The “golden parachute” compensation payable to these individuals is subject to a non-binding, advisory vote of United Financial’s shareholders, as described below in this section.

The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of United Financial’s named executive officers would receive, assuming that (i) the effective time will occur on November 1, 2019 (which is the assumed date solely for purposes of this golden parachute compensation disclosure), (ii) each of United Financial’s named executive officers will experience a qualifying termination at such time, (iii) the named executive officer’s base salary rate and annual target bonus remain unchanged from those in effect as of the date of this proxy statement/prospectus, (iv) equity awards that are outstanding as of the date of this proxy statement/prospectus, and (v) a price per share of $14.10

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(the average closing market price of United Financial common stock over the first five business days following the public announcement of the merger on July 15, 2019). The calculations in the table below do not include amounts United Financial’s named executive officers were already entitled to receive or vested in as of the date hereof, and do not reflect any possible reductions under the Section 280G “net-better” cutback provisions included in the employment agreements described above beginning on page [●] in the section entitled “— Executive Employment Agreements.” In addition, these amounts do not include any other incentive award grants, issuances or forfeitures that may be made or occur, or future dividends or dividend equivalents that may be accrued, prior to the completion of the merger, and do not reflect any United Financial equity or other incentive awards that are expected to vest in accordance with their terms prior to November 1, 2019. Further, these amounts do not include the value of additional unallocated shares that will be allocated to the named executive officers (as with all other ESOP participants) upon termination of the ESOP in connection with the merger. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

As described above, on April 30, 2019, Mr. Lorey submitted his resignation to United Financial and United Bank and left his positions at United Financial and United Bank, primarily Executive Vice President and Head of Consumer Banking, effective June 3, 2019. Mr. Lorey is not entitled to any merger-related compensation, severance or benefits.

For purposes of this discussion, “single-trigger” refers to benefits that arise as a result of the closing of the merger and “double-trigger” refers to benefits that require two conditions, which are the closing of the merger as well as a qualifying termination of employment or specified date following the effective time of the merger, as applicable.

Golden Parachute Compensation

Name	Cash ($)(1)		Equity ($)(2)		Pension/ NQDC ($)(3)		Perquisites/ Benefits ($)(4)		Total ($)
William H. W. Crawford, IV		3,499,924		977,097		2,260,962		83,510		6,821,493
Eric R. Newell		1,640,125		428,383		—		57,673		2,126,181
John J. Smith		1,608,496		289,517		—		59,873		1,957,886
David C. Paulson		1,464,212		262,666		—		3,849		1,730,727
Brandon C. Lorey		—		—		—		—		—

(1) Cash. The cash payments payable to the named executive officers consist of the following severance benefits payable on a qualifying termination within two years after closing: (a) a lump sum payment equal to three times the sum of (i) the named executive officer’s base salary immediately prior to termination, plus (ii) an amount equal to the named executive officer’s annual target incentive compensation for the year of termination; and (b) a lump sum payment equal to the named executive officer’s annual target incentive compensation (for Mr. Crawford, prorated based on the number of days he was employed in the year of termination) for the year of termination. The cash severance amounts above are “double-trigger” (i.e., the amounts are payable only upon a termination without cause or voluntary resignation for good reason within two years after a change in control). For the named executive officers, receipt of the cash severance payments is conditioned upon the named executive officer’s execution of a general release and compliance with restrictive covenants relating to non-competition and non-solicitation, in each case for a period of two years following the qualifying termination, indefinite confidentiality and non-disparagement requirements. For named executive officers, payment of the annual target incentive compensation described above in (b) is in lieu of any annual compensation for the year in which the named executive officer’s employment terminated. Accordingly, the prorated portion of such named executive officer’s 2019 incentives to be paid

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pursuant to the merger agreement (on or as soon as practicable following the closing date of the merger) is not reflected in this table.

Name	Cash Severance Payments		Annual Target Incentive Compensation		Total
William H. W. Crawford, IV		3,185,901		314,023		3,499,924
Eric R. Newell		1,497,506		142,620		1,640,125
John J. Smith		1,468,627		139,869		1,608,496
David C. Paulson		1,336,889		127,323		1,464,212

(2) Equity. As of June 20, 2019, all United Financial stock options awarded to named executive officers are fully vested and are not reflected in this table. As described above, at the effective time, (a) each United Financial PSU, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, will be cancelled and converted into the right to receive a number of shares of People’s United common stock equal to the product of (i) the number of shares of United Financial common stock subject to such United Financial PSU at the target level of performance applicable to such United Financial PSU, as determined in accordance with the applicable award agreement pursuant to which such United Financial PSU was granted multiplied by (ii) the exchange ratio, with cash payable in lieu of fractional shares; and (b) each other United Financial equity award, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, will be cancelled and converted into the right to receive a number of shares of People’s United common stock equal to the product of (i) the number of shares of United Financial common stock subject to such other United Financial equity award multiplied by (ii) the exchange ratio, with cash payable in lieu of fractional shares. All such United Financial stock awards will vest in full at the closing of the merger (i.e., “single-trigger” vesting). Set forth below are the values of each type of unvested equity-based award that, in each case, would vest on closing.

Name	Stock Options ($)		PSUs ($)		Other ($)		Total ($)
William H. W. Crawford, IV		—		588,346		388,751		977,097
Eric R. Newell		—		243,772		184,611		428,383
John J. Smith		—		173,206		116,311		289,517
David C. Paulson		—		155,675		106,991		262,666

(3) Pension/NQDC. Reflects for Mr. Crawford, acceleration of his account balance in the SERP plus additional amounts added to the account equal to the product of (a) an amount equal to 30% of annual salary, less all employer contributions (other than matching contributions) to Mr. Crawford’s accounts under the United 401(k) Plan and the Supplemental Savings and Retirement Plan for the respective plan year, and (b) the lesser of ten or the number of years between Mr. Crawford’s age at separation from service and age 65. This benefit is “double-trigger” (i.e., it is only payable upon an involuntary termination or termination for good reason within two years after a change in control).

(4) Perquisites/Benefits. Reflects health and welfare benefit continuation consisting of (a) lump-sum payment equal on an after-tax basis to the present value of the total cost of the medical coverage under United Financial’s health plan that would have been incurred by both the named executive officer and United Financial’s for three years, provided that the named executive officer is not eligible for retiree benefits under United Bank’s health plan or Medicare; and (b) a lump-sum payment equal on an after-tax basis to the cost of continuing coverage under United Bank’s group long-term disability and group life insurance policies for three years. The benefits set forth above are all “double-trigger” (i.e., the benefits are payable only upon a termination without cause or voluntary resignation for good reason within two years after a change in control), with health and welfare benefit continuation subject to the execution of a release and compliance with the restrictive covenants described above in note (1). This column does not reflect the estimated dollar value of additional allocations to named executive officers in connection with the termination of the ESOP and repayment of the outstanding ESOP loan balance at closing.

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People’s United’s Reasons for the Merger

People’s United’s reasons for entering into the merger agreement include:

• the opportunity to bolster People’s United’s presence in a well-known, attractive banking market;

• the opportunity to solidify People’s United’s presence in the central Connecticut market and strengthen its franchise in Western Massachusetts;

• the opportunity to provide significant benefits to the customers and communities served by People’s United and its subsidiaries, including People’s United Bank;

• the opportunity to market People’s United’s broader product suite and drive deeper product penetration within United Financial’s long tenured and well-established client base;

• the opportunity to increasingly support clients and prospects with People’s United’s larger balance sheet;

• the opportunity to provide more comprehensive financial solutions to United Financial’s larger clients;

• the opportunity to provide enhanced technology and digital capabilities as well as seven-day a week supermarket branch locations; and

• the opportunity to invest People’s United’s capital in a transaction that is expected to be earnings accretive and generate attractive returns by realizing sizeable cost synergies.

People’s United’s board of directors approved the merger agreement after People’s United’s senior management discussed with the board of directors a number of factors, including those described above and the business, assets, liabilities, results of operations, financial performance, strategic direction and prospects of United Financial. People’s United’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. People’s United’s board of directors viewed its position as being based on all the information and the factors presented to and considered by it. In addition, individual directors may have given different weights to different information and factors.

It should be noted that this explanation of the People’s United board of directors’ reasoning and all other information presented in this section is forward-looking in nature, and therefore should be read in light of the factors discussed under the heading “Information Regarding Forward-Looking Statements” beginning on page [●].

People’s United’s Board of Directors After the Merger

People’s United’s board of directors will not change in connection with the merger and the other transactions contemplated by the merger agreement. Information regarding current directors of People’s United, including biographical information, compensation and share ownership, can be found in People’s United’s proxy statement for its 2019 annual meeting of shareholders, which was filed with the SEC and is incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [●].

Material U.S. Federal Income Tax Consequences of the Merger

The following summary describes the anticipated material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of United Financial common stock. The following summary is based upon the Code, its legislative history, existing and proposed regulations thereunder and published rulings and decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion. Tax considerations under state, local and foreign laws, or federal laws other than those pertaining to income tax, or U.S. federal laws applicable to alternative minimum taxes, are not addressed in this proxy statement/prospectus.

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For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of United Financial common stock which is:

• an individual citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any of its political subdivisions;

• a trust that (i) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or

• an estate that is subject to U.S. federal income taxation on its income regardless of its source.

This discussion addresses only those holders of United Financial common stock that hold their United Financial common stock as a capital asset within the meaning of Section 1221 of the Code and does not address all the U.S. federal income tax consequences that may be relevant to particular holders of United Financial common stock in light of their individual circumstances or to holders of United Financial common stock that are subject to special rules, such as:

• financial institutions;

• pass-through entities or investors in pass-through entities;

• insurance companies;

• mutual funds;

• tax-exempt organizations;

• dealers or brokers in securities or currencies;

• persons that hold United Financial common stock that are subject to the alternative minimum tax;

• persons that immediately before the merger owned at least 5% of United Financial common stock;

• traders in securities that elect to use a mark to market method of accounting;

• persons that hold United Financial common stock as part of a straddle, hedge, constructive sale or conversion transaction;

• regulated investment companies;

• real estate investment trusts;

• persons whose “functional currency” is not the U.S. dollar;

• persons required to accelerate the recognition of any item of gross income with respect to United Financial common stock as a result of such income being recognized on an applicable financial statement;

• persons who are not U.S. holders; and

• holders who acquired their shares of United Financial common stock through the exercise of an employee stock option or otherwise as compensation.

If a partnership or other entity taxed as a partnership holds United Financial common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships and partners in such a partnership should consult their tax advisors about the tax consequences of the merger to them.

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The actual tax consequences of the merger to you may be complex and will depend on your specific situation and on factors that are not within our control. You should consult with your own tax advisor as to the tax consequences of the merger in your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.

Tax Consequences of the Merger Generally

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, the material U.S. federal income tax consequences will be as follows:

• except as discussed below with respect to cash received instead of a fractional share of People’s United common stock, under “—Cash Received Instead of a Fractional Share of People’s United Common Stock,” no gain or loss will be recognized by U.S. holders of United Financial common stock on the exchange of United Financial common stock for People’s United common stock pursuant to the merger;

• the aggregate basis of the People’s United common stock received by a U.S. holder of United Financial common stock in the merger (including fractional shares of People’s United common stock deemed received and redeemed as described below) will be the same as the aggregate basis of the United Financial common stock surrendered in the merger; and

• the holding period of People’s United common stock received in exchange for shares of United Financial common stock (including fractional shares of People’s United common stock deemed received and redeemed as described below) will include the holding period of the United Financial common stock surrendered in the merger.

If a U.S. holder of United Financial common stock acquired different blocks of United Financial common stock at different times or at different prices, such U.S. holder’s holding period and basis will be determined separately with respect to each block of United Financial common stock.

Completion of the merger is conditioned on, among other things, the receipt by United Financial and People’s United of legal opinions from Sullivan & Cromwell and Simpson Thacher, respectively, each dated as of the closing date of the merger, that for U.S. federal income tax purposes the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. These opinions will be based on certain assumptions and on representation letters provided by United Financial and People’s United to be delivered at the time of closing. Although the merger agreement allows each of People’s United and United Financial to waive this condition to closing, neither People’s United nor United Financial currently anticipates doing so. Neither of the tax opinions will be binding on the Internal Revenue Service. Neither People’s United nor United Financial intends to request any ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the merger and there is no guarantee that the Internal Revenue Service will treat the merger as a “reorganization” within the meaning of Section 368(a) of the Code.

Cash Received Instead of a Fractional Share of People’s United Common Stock

A U.S. holder of United Financial common stock who receives cash instead of a fractional share of People’s United common stock will be treated as having received the fractional share pursuant to the merger and then as having exchanged the fractional share for cash in a redemption by People’s United. As a result, such U.S. holder of United Financial common stock will generally recognize gain or loss equal to the difference between the amount of cash received and the basis in his or her fractional share interest as set forth above. The gain or loss recognized by the U.S. holders described in this paragraph will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, the U.S. holder’s holding period for the relevant shares is greater than one year. For U.S. holders of United Financial common stock that are non-corporate holders, long-term capital gain generally will be taxed at a preferential U.S. federal income tax rate. The deductibility of capital losses is subject to limitations.

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You are urged to consult with your own tax advisors about the particular tax consequences of the merger to you, including the effects of U.S. federal, state or local, or foreign and other tax laws.

Backup Withholding and Information Reporting

Payments of cash in lieu of a fractional share to a U.S. holder of United Financial common stock pursuant to the merger may, under certain circumstances, be subject to information reporting and backup withholding unless the holder provides proof of an applicable exemption or, in the case of backup withholding, furnishes its taxpayer identification number and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a U.S. holder under the backup withholding rules are not additional tax and generally will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service.

This discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances. Moreover, it does not address any non-income tax or any foreign, state or local tax consequences of the merger. Tax matters are very complicated, and the tax consequences of the merger to you will depend upon the facts of your particular situation. Accordingly, we strongly urge you to consult with a tax advisor to determine the particular U.S. federal, state, local or foreign income or other tax consequences to you of the merger.

Accounting Treatment of the Merger

The merger will be accounted for using the purchase method of accounting with People’s United treated as the acquirer. Under this method of accounting, United Financial’s assets and liabilities will be recorded by People’s United at their respective fair values as of the closing date of the merger and added to those of People’s United. Any excess of purchase price over the net fair values of United Financial’s assets and liabilities will be recorded as goodwill. Any excess of the fair value of United Financial’s net assets over the purchase price will be recognized in earnings by People’s United on the closing date of the merger. Financial statements of People’s United issued after the merger will reflect these values, but will not be restated retroactively to reflect the historical financial position or results of operations of United Financial prior to the merger. The results of operations of United Financial will be included in the results of operations of People’s United beginning on the effective date of the merger.

Regulatory Approvals Required for the Merger

Completion of the merger and the bank merger are subject to the receipt of all approvals and consents required to complete the transactions contemplated by the merger agreement from (i) the Federal Reserve Board (subject to the waiver request described below), (ii) the OCC, (iii) the Connecticut DOB and (iv) any other regulatory approval, the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on People’s United, and the expiration of any applicable statutory waiting periods, in each case, without the imposition of a materially burdensome regulatory condition. Notifications regarding, and/or applications requesting approval for, the transactions contemplated by the merger agreement may also be submitted to various other federal and state regulatory authorities and self-regulatory organizations. United Financial and People’s United have agreed to use their reasonable best efforts to obtain as promptly as practicable all required regulatory approvals and consents. People’s United, United Financial and/or their respective subsidiaries have filed applications and/or notifications to obtain these required regulatory approvals and consents or applicable waivers therefrom.

Although we currently believe we should be able to obtain all required regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to People’s United after the completion of the merger, or will contain a materially burdensome regulatory condition.

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Board of Governors of the Federal Reserve System

Completion of the merger would ordinarily be subject, among other things, to approval by the Federal Reserve Board pursuant to Section 3 of the BHC Act. Under Section 225.12(d)(2) of the Federal Reserve Board’s regulations (12 C.F.R. 225.12(d)(2)), the prior approval of the Federal Reserve Board under the BHC Act is not required in connection with the acquisition by a bank holding company of another bank holding company if the transaction is part of the merger of the bank to be acquired with a subsidiary bank of the acquiring bank holding company, and if the transaction satisfies certain other requirements including that the bank to be acquired not be operated by the bank holding company as a separate entity, and that the transaction requires the prior approval of a federal supervisory agency under the Bank Merger Act.

On July 16, 2019, People’s United filed a notification to the Federal Reserve Board seeking the waiver contemplated by Section 225.12(d)(2) from an application under Section 3 of the BHC Act. If the Federal Reserve Board were to determine that no regulatory purpose would be served by requiring an application under Section 3 of the BHC Act for the transactions contemplated by the merger agreement, such a determination would be subject to the receipt by the parties of all other regulatory approvals necessary for the transactions contemplated by the merger agreement, and compliance with any terms and conditions that may be imposed in connection with those approvals. It is also possible that the Federal Reserve Board may determine that an application under Section 3 of the BHC Act is required for the transactions contemplated by the merger agreement.

Office of the Comptroller of the Currency

In order to consummate the merger of United Bank with and into People’s United Bank, People’s United Bank must receive the approval of the OCC under Section 18(c) of the Federal Deposit Insurance Act (which we refer to as the “Bank Merger Act”). In considering an application under the Bank Merger Act, the OCC reviews certain factors, including: (i) the competitive impact of the transaction, (ii) the financial and managerial resources of the depository institutions party to the bank merger and future prospects of the resulting institution, (iii) the convenience and needs of the communities to be served, (iv) the depository institutions’ effectiveness in combating money-laundering activities and (v) the risk to the stability of the United States banking and financial system.

In considering an application under the Bank Merger Act, the OCC also reviews the records of performance of the relevant insured depository institutions under the Community Reinvestment Act of 1977 (which we refer to as the “CRA”). In addition, in connection with an interstate bank merger transaction, the OCC considers certain additional factors under the Riegle-Neal Act Interstate Banking and Branching Efficiency Act of 1994 (which we refer to as the “Riegle-Neal Act”), state laws regarding the minimum age of the bank to be acquired, the concentration of deposits on a nationwide and statewide basis, and compliance with any applicable state community reinvestment and antitrust laws. Under the Riegle-Neal Act, the OCC may approve an interstate merger transaction only if each constituent bank is adequately capitalized at the time the application for such transaction is filed with the OCC, and the OCC determines that the resulting bank will be well capitalized and well managed upon the closing of the transaction.

Furthermore, the Bank Merger Act and OCC regulations require published notice of, and the opportunity for public comment on, the application to the OCC, and authorize the OCC to hold a public hearing or meeting if the OCC determines that a hearing or meeting would be appropriate. The OCC takes into account the views of third-party commenters, particularly on the subject of the merging parties’ CRA performance and record of service to their communities. As part of the review process in merger transactions, the OCC frequently receives protests from community groups and others. Any hearing, meeting or comments provided by third parties could prolong the period during which the application is under review by the OCC.

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People’s United Bank’s establishment and operation of branches at United Bank’s existing branch locations is also subject to approval by the OCC.

People’s United Bank filed its application for approval of the bank merger with the OCC on July 18, 2019.

State of Connecticut Department of Banking

Completion of the merger is subject to the non-objection of the Connecticut Commissioner of Banking (which we refer to as the “Connecticut Commissioner”) pursuant to Sections 36a-184 and 36a-185 of the Banking Law of the State of Connecticut. In considering the non-objection of an acquisition pursuant to Sections 36a-184 and 36a-185 of the Banking Law of the State of Connecticut, the Connecticut Commissioner reviews and considers, among other things, whether the investment and lending policies of People’s United Bank are consistent with safe and sound banking practices and will benefit the economy of the state of Connecticut, whether the services or proposed services of People’s United Bank are consistent with safe and sound banking practices and will benefit the economy of the state of Connecticut, the competitive effects of the transaction, and whether the financial and managerial resources of People’s United and People’s United Bank are adequate. The Connecticut Commissioner also reviews the records of People’s United Bank and United Bank under the CRA.

In addition, United Bank is required to provide notice regarding the bank merger to the Connecticut Commissioner pursuant to Sections 36a-125 and 36a-126 of the Banking Law of the State of Connecticut. In considering the notice under Sections 36a-125 and 36a-126 of the Banking Law of the State of Connecticut, the Connecticut Commissioner considers, among other things, whether the transaction will promote public convenience, whether benefits to the public clearly outweigh possible adverse effects, including, but not limited to, an undue concentration of resources and decreased or unfair competition, and whether the terms of the transaction are reasonable and in accordance with law and sound public policy. In addition, the Connecticut Commissioner considers whether the investment and lending policies of the constituent banks are consistent with safe and sound banking practices and will benefit the economy of the state of Connecticut, whether the services or proposed services of the constituent banks are consistent with safe and sound banking practices and will benefit the economy of the state of Connecticut, and whether the financial and managerial resources of the constituent banks are adequate. The Connecticut Commissioner also reviews the records of the constituent banks under the CRA.

People’s United filed an acquisition statement pursuant to Section 36a-184 of the Banking Law of the State of Connecticut, and United Bank filed a notice regarding the bank merger pursuant to Section 36a-126 of the Banking Law of the State of Connecticut, with the Connecticut Commissioner on July 18, 2019.

Department of Justice

In addition to the Federal Reserve Board and the OCC, the Department of Justice (which we refer to as the “DOJ”) conducts a concurrent competitive review of the merger to analyze the merger’s competitive effects and determine whether the merger would result in a violation of the antitrust laws. Transactions approved under the Bank Merger Act generally may not be completed until 30 days after the approval of the applicable federal banking agency is received, during which time the DOJ may challenge the transaction on antitrust grounds. With the approval of the applicable federal banking agency and the concurrence of the DOJ, the waiting period may be reduced to no less than 15 days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise. In reviewing the merger, the DOJ could analyze the merger’s effect on competition differently than the OCC, and thus it is possible that the DOJ could reach a different conclusion than the OCC regarding the merger’s effects on competition. A determination by the DOJ not to object to the merger may not prevent the filing of antitrust actions by private persons or state attorneys general.

People’s United and United Financial believe that the merger and the bank merger should not raise substantial antitrust or other significant regulatory concerns and that People’s United will be able to obtain all requisite

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regulatory approvals in a timely manner. However, there can be no assurance that all of the regulatory approvals described above will be obtained and, if obtained, as to the timing of any such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that would reasonably be likely to have a material adverse effect on People’s United and its subsidiaries, taken as a whole, after giving effect to the merger. There can likewise be no assurances that U.S. federal or state regulatory authorities will not attempt to challenge the merger on antitrust grounds or for other reasons, or if such a challenge is made, as to the result of such challenge.

Conversion of Shares, Exchange of Certificates, Withholding and Dividends and Distributions

Conversion of Shares and Exchange of Certificates

At or prior to the closing, People’s United will deposit or cause to be deposited with an exchange agent designated by People’s United and reasonably acceptable to United Financial, for the benefit of the holders of shares of United Financial common stock, sufficient cash and new certificates for shares of People’s United common stock to be exchanged in accordance with the merger agreement, including the merger consideration and payment of cash in lieu of fractional shares.

The conversion of United Financial common stock into the right to receive the merger consideration will occur automatically at the effective time of the merger. After completion of the merger, the exchange agent will exchange any certificates representing shares of United Financial common stock for the merger consideration to be received pursuant to the terms of the merger agreement. Promptly following the completion of the merger, shares of United Financial common stock held in book-entry form will automatically be exchanged for the merger consideration. Holders of shares of United Financial common stock held in book-entry form will not be required to take any additional actions.

Letter of Transmittal

As promptly as practicable after the effective time of the merger, and in any event within five days thereafter, the exchange agent will mail to each holder of record of United Financial common stock immediately prior to the effective time of the merger that has been converted at the effective time of the merger into the right to receive shares of People’s United common stock pursuant to the terms of the merger agreement, a letter of transmittal and instructions on how to surrender shares of United Financial common stock in exchange for the merger consideration the holder is entitled to receive under the merger agreement. From and after the effective time, United Financial’s shareholders who properly surrender their certificates to the exchange agent, together with a properly completed and duly executed letter of transmittal, and such other documents as may be required pursuant to such instructions, will receive for each share of United Financial common stock the merger consideration plus any cash payable in lieu of any fractional shares of People’s United common shares, and any dividends or distributions such holder has the right to receive pursuant to the merger agreement. No interest will be paid or accrue on any cash paid in lieu of fractional shares.

If a certificate for United Financial common stock has been lost, stolen, or destroyed, the exchange agent will issue the merger consideration upon receipt of (i) an affidavit of that fact by the claimant and (ii) if required by People’s United, the posting of a bond in an amount as People’s United may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such certificate.

After completion of the merger, there will be no further transfers on the stock transfer books of United Financial of shares of United Financial common stock that were issued and outstanding immediately prior to the effective time.

Fractional Shares

People’s United will not issue any fractional shares of People’s United common stock in the merger. Instead, a United Financial’s shareholder who otherwise would have received a fraction of a share of People’s United

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common stock will receive an amount in cash rounded to the nearest whole cent. This cash amount will be determined by multiplying (i) the average of the closing-sale prices of People’s United common stock for the five full trading days ending on the trading day immediately preceding the effective time of the merger by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of People’s United common stock which such United Financial shareholder (taking into account all fractional share interests to be received by such shareholder) would otherwise be entitled to receive.

Withholding

People’s United and the exchange agent will be entitled to deduct and withhold from any cash paid in lieu of fractional shares of People’s United common stock or any other amounts otherwise payable pursuant to the merger agreement the amounts they are required to deduct and withhold under the Code or any provision of state, local, or foreign tax law. If any such amounts are withheld and paid over to the appropriate governmental authority, these amounts will be treated for all purposes of the merger agreement as having been paid to the holder of United Financial common stock or United Financial stock awards, as applicable, from whom they were withheld.

Dividends and Distributions

No dividends or other distributions declared with respect to People’s United common stock will be paid to the holder of any unsurrendered certificates of United Financial common stock until the holder surrenders such certificate in accordance with the merger agreement. After the surrender of a certificate in accordance with the merger agreement, the record holder thereof will be entitled to receive any such dividends or other distributions, without any interest, which had previously become payable with respect to the whole shares of People’s United common stock that the shares of United Financial common stock represented by such certificate have been converted into the right to receive under the merger agreement.

No Appraisal Rights

United Financial’s shareholders are not entitled to exercise any appraisal or dissenters’ rights in connection with any of the proposals to be voted upon at the special meeting. Under Section 33-856 of the CBCA, appraisal rights are not available for the holders of shares of any class or series of shares which is a “covered security” under Section 18(b)(1)(A) or (B) of the Securities Act when the terms of the corporate action requiring appraisal rights require such holders to accept shares of any class or any series of shares of any corporation. United Financial common stock is listed on NASDAQ and United Financial’s shareholders will receive People’s United common stock as the merger consideration. As NASDAQ-listed shares are “covered securities” under Section 18(b)(1)(A) of the Securities Act and the merger consideration United Financial’s shareholders are entitled to receive is shares of stock, appraisal rights are not available for United Financial’s shareholders.

Stock Exchange Listing

Following the merger, the shares of People’s United common stock will continue to trade on NASDAQ under the symbol “PBCT.”

Delisting and Deregistration of United Financial Common Stock After the Merger

When the merger is completed, the shares of United Financial common stock currently listed on NASDAQ will be delisted from NASDAQ and will be deregistered under the Exchange Act.

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THE MERGER AGREEMENT

This section of the document describes the material terms of the merger agreement. The following summary is qualified in its entirety by reference to the complete text of the merger agreement, which is incorporated herein by reference and attached as Annex A to this proxy statement/prospectus. This summary may not contain all of the information about the merger agreement that may be important to you. You are urged to read the full text of the merger agreement.

Structure of the Merger

People’s United’s board of directors has unanimously approved and United Financial’s board of directors has unanimously approved and adopted the merger agreement and the transactions contemplated thereby. The merger agreement provides for the merger of United Financial with and into People’s United, with People’s United continuing as the surviving corporation. Immediately following the merger or at such later time as People’s United may determine, United Bank, a Connecticut-chartered stock savings bank and a wholly owned subsidiary of United Financial, will merge with and into People’s United Bank, a national banking association and a wholly owned subsidiary of People’s United, with People’s United Bank continuing as the surviving entity, pursuant to an agreement and plan of merger entered into by People’s United and United Financial on July 15, 2019, which agreement is in form and substance customary for mergers similar to such merger, including that such merger is conditioned on the prior occurrence of the merger contemplated in the merger agreement.

Merger Consideration

Each outstanding share of United Financial common stock, held immediately prior to the effective time of the merger, except for shares of United Financial common stock owned by United Financial or People’s United (in each case other than shares of United Financial common stock (1) held in any United Financial benefit plans (other than the United 401(k) Plan, including the ESOP) or trust accounts, managed accounts, mutual funds and the like or otherwise held in a fiduciary or agency capacity, or (2) held, directly or indirectly, in respect of debts previously contracted) (which will be cancelled), will be converted into the right to receive the merger consideration.

If the number of outstanding shares of People’s United common stock or United Financial common stock is increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, or there is any extraordinary dividend or distribution, an appropriate and proportionate adjustment will be made to the exchange ratio to give the holders of United Financial common stock the same economic effect as contemplated by the merger agreement prior to such event.

Fractional Shares

People’s United will not issue any fractional shares of People’s United common stock in the merger. Instead, People’s United will pay to each former United Financial’s shareholder who otherwise would be entitled to receive a fractional share of People’s United common stock will receive an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the average of the closing-sale prices of People’s United common stock for the five full trading days ending on the trading day immediately preceding the closing date (which we refer to as the “per share closing price”) of the merger by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of People’s United common stock which such United Financial’s shareholder would otherwise be entitled to receive, after taking into account all fractional share interests to be received by such United Financial’s shareholder.

Governing Documents

At the effective time of the merger, People’s United’s certificate of incorporation and People’s United’s bylaws in effect immediately prior to the effective time of the merger will be the certificate of incorporation and bylaws

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of the surviving corporation after completion of the merger, until thereafter amended in accordance with applicable law.

Treatment of United Financial Stock Awards

United Financial Stock Options

At the effective time of the merger, subject to the terms and conditions of the merger agreement, each United Financial stock option, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, will be cancelled and converted into the right to receive a number of shares of People’s United common stock equal to the quotient of (i) the product of (A) the number of shares of United Financial common stock subject to such United Financial stock option and (B) the excess, if any, of the per share stock consideration over the exercise price per share of United Financial common stock of such United Financial stock option, divided by (ii) the average of the closing-sale prices of People’s United common stock for the five full trading days ending on the trading day immediately preceding the closing date of the merger, with cash payable in lieu of any fractional shares. The consideration payable in respect of United Financial stock options will be issued net of applicable tax withholdings, which will be accomplished through the withholding of shares of People’s United common stock with a value equal to the applicable tax withholding obligation, within five business days following the closing date.

United Financial PSUs

At the effective time of the merger, subject to the terms and conditions of the merger agreement, each United Financial PSU, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, will be cancelled and converted into the right to receive a number of shares of People’s United common stock equal to the product of (A) the number of shares of United Financial common stock subject to such United Financial PSU at the target level of performance applicable to such United Financial PSU, as determined in accordance with the applicable award agreement pursuant to which such United Financial PSU was granted multiplied by (B) the exchange ratio, with cash payable in lieu of fractional shares. The consideration payable in respect of United Financial PSUs will be issued net of applicable tax withholdings, which will be accomplished through the withholding of shares of People’s United common stock with a value equal to the applicable tax withholding obligation, within five business days following the closing date.

Other United Financial Equity Awards

At the effective time of the merger, subject to the terms and conditions of the merger agreement, each other United Financial equity award, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, will be cancelled and converted into the right to receive a number of shares of People’s United common stock equal to the product of (A) the number of shares of United Financial common stock subject to such other United Financial equity award multiplied by (B) the exchange ratio, with cash payable in lieu of fractional shares. The consideration payable in respect of other United Financial equity awards will be issued net of applicable tax withholdings, which will be accomplished through the withholding of shares of People’s United common stock with a value equal to the applicable tax withholding obligation, within five business days following the closing date.

Closing and Effective Time of the Merger

The merger will be completed only if all conditions to the merger discussed in this proxy statement/prospectus and set forth in the merger agreement are either satisfied or waived. For more information, see “—Conditions to Complete the Merger.”

The merger will become effective as set forth in the certificate of merger to be filed with the Secretary of State of the State of Connecticut and the certificate of merger to be filed with the Secretary of State of the State of

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Delaware. The closing of the transactions contemplated by the merger will occur at 10:00 a.m. New York City time at the offices of Simpson Thacher, on a date no later than three business days after the satisfaction or waiver of the last to occur of the conditions set forth in the merger agreement, or such other date or time mutually agreed in writing by the parties. It currently is anticipated that the completion of the merger will occur during the fourth quarter of 2019, subject to the receipt of shareholder and regulatory approvals and other customary closing conditions, but neither United Financial nor People’s United can guarantee when or if the merger will be completed.

Conversion of Shares and Exchange of Certificates

The conversion of United Financial common stock into the right to receive the merger consideration will occur automatically at the effective time of the merger.

Letter of Transmittal

As promptly as practicable after the effective time of the merger, and in no event later than five days thereafter, the exchange agent will mail to each holder of record of one or more certificates representing United Financial common stock immediately prior to the effective time of the merger that have converted at the effective time of the merger into the right to receive People’s United common stock pursuant to the terms of the merger agreement, a letter of transmittal and instructions on how to surrender shares of United Financial common stock in exchange for the merger consideration the holder is entitled to receive under the merger agreement. Promptly following the completion of the merger, shares of United Financial common stock held in book-entry form will automatically be exchanged for the merger consideration. Holders of shares of United Financial common stock held in book-entry form will not be required to take any additional actions.

If a certificate for United Financial common stock has been lost, stolen, or destroyed, the exchange agent will issue the merger consideration upon receipt of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by People’s United, the posting of a bond in an amount as People’s United may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such certificate.

After completion of the merger, there will be no further transfers on the stock transfer books of United Financial of shares of United Financial common stock that were issued and outstanding immediately prior to the effective time.

Withholding

People’s United or the exchange agent will be entitled to deduct and withhold from any cash in lieu of fractional shares of People’s United common stock or any other cash amounts otherwise payable pursuant to the merger agreement to any holder of United Financial common stock or United Financial stock awards, as applicable, such amounts as it is required to deduct and withhold under the Code or any provision of state, local, or foreign tax law. If any such amounts are withheld and paid over to the appropriate governmental authority, such amounts will be treated for all purposes of the merger agreement as having been paid to the holder of United Financial common stock or United Financial stock awards, as applicable, in respect of which the deduction and withholding was made.

Dividends and Distributions

No dividends or other distributions declared with respect to People’s United common stock will be paid to the holder of any unsurrendered certificates of United Financial common stock until the holder thereof surrenders such certificate in accordance with the merger agreement. After the surrender of a certificate in accordance with the merger agreement, the record holder thereof will be entitled to receive any such dividends or other

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distributions, without any interest thereon, which therefore had become payable with respect to the whole shares of People’s United common stock which the shares of United Financial common stock represented by such certificate have been converted into the right to receive under the merger agreement.

Representations and Warranties

The representations, warranties, and covenants described below and included in the merger agreement were made only for purposes of the merger agreement and as of specific dates, may be subject to limitations, qualifications, or exceptions agreed upon by the parties, including those included in confidential disclosures made for the purposes of, among other things, allocating contractual risk between People’s United and United Financial rather than establishing matters as facts, and may be subject to standards of materiality that differ from those standards relevant to investors. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by People’s United or United Financial.

Therefore, the representations and warranties and other provisions of the merger agreement or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of People’s United, United Financial, or any of their respective subsidiaries or affiliates, without considering the foregoing. Instead, such provisions or descriptions should be read only in conjunction with the information provided elsewhere in this proxy statement/prospectus and in the documents incorporated by reference into this proxy statement/prospectus. For more information, see “Where You Can Find More Information” beginning on page [●]. People’s United and United Financial will provide additional disclosure in their public reports to the extent that they are or become aware of the existence of any material facts that are required to be disclosed under federal securities law and that might otherwise contradict the representations and warranties contained in the merger agreement and will update such disclosure as required under federal securities laws.

The merger agreement contains customary representations and warranties of each of People’s United and United Financial relating to their respective businesses. The representations and warranties in the merger agreement do not survive the effective time of the merger.

The merger agreement contains representations and warranties made by each of United Financial and People’s United relating to a number of matters, including the following:

• corporate matters, including due organization and qualification and subsidiaries;

• capitalization;

• authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;

• required governmental and other regulatory filings and consents and approvals in connection with the merger;

• reports to regulatory authorities;

• financial statements, internal controls, books and records, and absence of undisclosed liabilities;

• broker’s fees payable in connection with the merger;

• the absence of certain changes or events;

• legal proceedings;

• tax matters;

• compliance with applicable laws;

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• certain material contracts;

• absence of agreements with regulatory authorities;

• inapplicability of takeover statutes;

• absence of action or circumstance that would prevent the merger from qualifying as a “reorganization” under Section 368(a) of the Code; and

• the accuracy of information supplied for inclusion in this proxy statement/prospectus and other similar documents.

In addition, certain representations and warranties relating to a number of matters are made only by United Financial to People’s United, including the following:

• employee and employee benefit plan matters;

•