CHANGE IN CONTROL AGREEMENT

Exhibit 10.5(b)

Form of Change in Control Agreement – Executive Vice President

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this “ Agreement ”) is entered into as of the      day of             , 20       between People’s United Financial, Inc. (the “ Company ”), and                     , an officer of the Company or its wholly-owned subsidiary, People’s United Bank (the “Bank”) or one of the Bank’s wholly-owned subsidiaries (the “ Executive ”).

W I T N E S S E T H

WHEREAS the Board of Directors of the Company (the “ Board ”) has determined that it is in the best interests of the Company and its stockholders to secure Executive’s continued services and to ensure Executive’s continued dedication to Executive’s duties in the event of any threat or occurrence of a Change in Control (as defined in Section 2(e)); and

WHEREAS the Company desires to enter into this Agreement with Executive according to the terms set forth herein, and Executive desires to enter into this Agreement with the Company on such terms.

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the parties agree as follows:

1. Term of Agreement .

(a) This Agreement is effective on the date hereof and shall continue in effect until the third anniversary of the date hereof; provided , that , notwithstanding the occurrence of such third anniversary, this Agreement shall continue in effect until the end of the Protection Period (as defined in Section 1(b)) if a Change in Control shall have occurred during the term of this Agreement. This Agreement shall terminate if (1) either Executive or the Company terminates Executive’s employment for any reason before a Change in Control, or (2) a Change in Control occurs and Executive’s employment continues through the end of the Protection Period.

(b) For purposes of this Agreement, the “ Protection Period ” means the period commencing on the date on which a Change in Control occurs and ending on the third anniversary of such date.

2. Termination .

(a) Rights and Duties . If Executive’s employment terminates for any reason during the Protection Period, Executive shall be entitled to receive the payment and benefits shown on the applicable row of the following table, subject to the balance of this Section 2, beyond which the Company and Executive shall have no further obligations to each other, except: (1) Executive’s obligations under Section 3; (2) the Company’s obligation’s under Sections 2, 4 and 18; (3) the Company’s and Executive’s

respective obligations under Sections 8 and 10; and (4) as set forth in any written agreement the parties may subsequently enter into. The parties hereto acknowledge and agree that, upon a Change in Control, all equity or equity-based awards that have been granted to Executive by the Company, its subsidiaries and/or their affiliates shall be subject to the terms and conditions contained in the applicable plans and award agreements. For purposes of clarity, Executive shall not be entitled to any payment under this Section 2 if Executive’s Employment does not terminate during the Protection Period.

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(b) Discharge for Cause . The Company may terminate Executive’s employment at any time for Cause. “ Cause ” shall mean (i) Executive’s willful failure to perform or substantially perform Executive’s duties with the Company or People’s United Bank (a wholly owned subsidiary of the Company (the “ Bank ”)); (ii) illegal conduct or gross misconduct by Executive that is willful and demonstrably and materially injurious to the Company’s or the Bank’s business, monetarily or otherwise; (iii) a willful and material breach by Executive of Section 3 of this Agreement or the Company’s written code of conduct; (iv) Executive’s indictment for, or entry of a plea of guilty or nolo contendere with respect to, a felony crime or a crime involving moral turpitude, fraud, forgery, embezzlement or similar conduct; or (v) Executive is removed and/or permanently prohibited from participating in the conduct of the Company’s affairs pursuant to an order issued under Section 21C(f) of the Securities Exchange Act of 1934 or in the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act; provided , however , that the actions in (i) through (iii), above, shall not be considered Cause unless Executive has failed to cure such actions within 30

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days of receiving written notice specifying with particularity the events allegedly giving rise to Cause and that such actions shall not be considered Cause unless the Company provides such written notice within 180 days of any Board member (other than Executive, if applicable at the time of such notice) having knowledge of the relevant action. Further, no act or failure to act by the Executive shall be deemed “willful” unless done or omitted to be done not in good faith and without reasonable belief that such action or omission was in the Company’s best interests, and any act or omission by Executive pursuant to authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company will be deemed made in good faith and in the best interests of the Company. Executive shall not be deemed to be discharged for Cause hereunder unless and until there is delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding Executive, if applicable), at a meeting called and duly held for such purpose (after reasonable notice to Executive and an opportunity for Executive and Executive’s counsel to be heard before the Board), finding in good faith that Executive is guilty of the conduct set forth above and specifying the particulars thereof in detail.

(c) Discharge Other Than for Cause or Resignation for Good Reason, in each case during the Protection Period . The Company may terminate the Executive’s employment at any time for any reason, and without advance notice. If, during the Protection Period, the Executive’s employment is terminated by the Company other than for Cause or Executive resigns for Good Reason, then Executive will only receive the special benefits provided under Section 2(a) if Executive signs and delivers a release of claims in the form of Annex 1 in favor of the Company and its related companies and affiliates within 21 days following the date of Executive’s termination. Unless such release is timely executed and delivered in accordance herewith and such release becomes effective in accordance with applicable law following the expiration of any applicable revocation period, no payments or benefits shall be provided to Executive pursuant to Section 2 of this Agreement. Within 30 days following the earlier of the effective date of the general release and the 30th day following the Date of Termination, the Company shall pay Executive a lump sum equal to any cash payments that Executive is entitled in accordance with Section 2(a) of this Agreement (it being acknowledged by the parties that this Agreement is intended to provide for payments that satisfy the short term deferral exception under Treas. Reg. 1.409A-1(b)(4) and are thus not intended to be deferred compensation under Internal Revenue Code section 409A).

(d) Resignation . During the Protection Period, Executive shall not resign from employment without giving the Company at least 30 days advance written notice unless Executive has Good Reason to resign. The Company may accept Executive’s resignation effective on the date set forth in Executive’s notice or any earlier date. “ Good Reason ” for resignation shall exist upon (i) a material diminution of Executive’s duties or responsibilities, authorities, powers, or functions without Executive’s written consent, (ii) any material reduction in Executive’s rate of annual base salary or target annual cash bonus, in each case as in effect immediately prior to the date of the Change in Control, (iii) a relocation that would result in Executive’s principal

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location of employment being moved fifty miles or more away from the Executive’s principal location immediately prior to a Change in Control, or (iv) the Company’s material breach of this Agreement without Executive’s written consent, provided , however , that the actions in (i) through and (iv), above, shall not be considered Good Reason unless Executive notifies the Company in writing within 30 days of Executive’s knowledge of the actions giving rise to the Good Reason, and the Company has failed to cure such actions within 30 days of receiving written notice thereof.

(e) Change in Control . For purposes of this Agreement, “ Change in Control ” means the occurrence of any one or more of the following events during the term of this Agreement:

(i) Any individual, entity or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) (“Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided , however , that for purposes of this paragraph, the following acquisitions shall not constitute a Change in Control: (X) any acquisition by the Company, (Y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its affiliates or (Z) any acquisition pursuant to a transaction that complies with Sections 2(e)(iii)(A), 2(e)(iii)(B), and 2(e)(iii)(C) of this Agreement;

(ii) Individuals who, as of the date hereof, constitute the Company’s Board (the “Incumbent Board”) cease for any reason to constitute a majority of the Board; provided , however , that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either (A) an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board or (B) agreement with any third party;

(iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or the Bank (or the issuance of stock by the Company), a sale or other disposition of all or substantially all of the assets of the Company or the deposits of the Bank, or the acquisition of assets or stock of another entity by the Company (each, a

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“ Business Combination ”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination;

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company; or

(v) Any event that would be described in Section 2(e)(i), (ii), (iii) or (iv) if the term “Bank” were substituted for the term “Company” therein.

(f) Golden Parachute Tax and Related Limitations .

(i) If there is a change in ownership or control of any member of the Bank’s or the Company’s “affiliated group” (within the meaning of Treas. Reg. 1.280G-1 or any successor thereto) (collectively, the “ Company Group ”) that causes any payment or distribution by any member of the Bank, the Company or any other person or entity to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section) (a “ Payment ”) to be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest or penalties

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incurred by Executive with respect to such excise tax, the “ Excise Tax ”), then Executive shall be entitled to receive an additional payment (a “ Gross-Up Payment ”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive will retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, if it is determined that Executive would otherwise be entitled to a Gross-Up Payment but that the Payments would not be subject to the Excise Tax if the Payments were reduced by an amount that is less than 10% of the Payments, then Executive will not receive the Gross-Up Payment, and the Payments will be reduced to the maximum amount that would not result in the imposition of the Excise Tax. The payments to be reduced will be determined in a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to Executive until the 10% reduction is achieved.

(ii) Subject to the provisions of this Section 2(ii), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an outside nationally recognized accounting firm selected by the Company or the Board, in its sole and absolute discretion (the “ Accounting Firm ”), which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, if applicable, as determined pursuant to this Section 2(f), shall be paid by the Company to the Executive within 30 days of the receipt of the Accounting Firm’s determination. All determinations made by the Accounting Firm shall be based on detailed supporting calculations provided both to the Company and Executive at such time as is requested by either party. Any determination by the Accounting Firm shall be binding upon the Company and Executive. In the event that the Company exhausts its remedies pursuant to Section 2(f) (and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment (as defined below) that has occurred which shall be promptly paid by the Company to or for the benefit of the Executive. In no event shall the Gross-Up Payment be made later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the related taxes are remitted to the taxing authority.

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