On December 3, 2012, People's United Financial, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the "Underwriters"), that provided for the issuance and sale by the Company, and the purchase by the Underwriters, of $500,000,000 aggregate principal amount of the Company's 3.65% Senior Notes due 2022 (the "Notes"). The terms of the Notes are governed by a senior indenture (the "Indenture"), dated December 6, 2012, between the Company and The Bank of New York Mellon, as trustee, and an officer's certificate, dated December 6, 2012 (the "Officer's Certificate"), establishing the terms of the Notes. On December 6, 2012, the Company completed the offering of the Notes.

Copies of the Underwriting Agreement, the Officer's Certificate and the Form of Note are filed as Exhibits 1.1, 4.1 and 4.2 hereto, respectively, and are incorporated by reference herein.

The following documents are being filed with this Current Report on Form 8-K and are incorporated by reference into the registration statement on Form S-3 (File No. 333-184753) of the Company which was automatically effective on November 5, 2012: (i) the Underwriting Agreement, filed as Exhibit 1.1 hereto; (ii) the Officers' Certificate, filed as Exhibit 4.1 hereto; (iii) the form of Note, filed as Exhibit 4.2 hereto; and (iv) the opinion of counsel addressing the validity of the Notes, filed as Exhibit 5.1 hereto.

(d) Exhibits.

Exhibit
Number       Description

 1.1         Underwriting Agreement, dated December 3, 2012, between People's
             United Financial, Inc. and J.P. Morgan Securities LLC, as
             representative of the several underwriters named therein

 4.1         Officer's Certificate, dated as of December 6, 2012, of People's
             United Financial, Inc. establishing the terms of the 3.65% Notes due
             2022

 4.2         Form of Note (included as Annex A to Exhibit 4.1)

 5.1         Opinion of Simpson Thacher & Bartlett LLP regarding the validity of
             the Notes

23.1         Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)