Proposed Second Step Stock Conversion ? Advisory, Administrative and Marketing Services

Exhibit 1.1

September 15, 2006

Mr. Philip R. Sherringham

Executive Vice President & Chief Financial Officer

People’s Bank

People’s Mutual Holdings

Bridgeport Center

850 Main Street

Bridgeport, CT 06604-4913

CONFIDENTIAL

Dear Mr. Sherringham:

Ryan Beck & Co., Inc. (“RBCO”) is pleased to submit this engagement letter setting forth the terms of the proposed engagement between RBCO and People’s Bank (the “Institution”) and People’s Mutual Holdings (the “MHC”) in connection with the proposed elimination of the MHC and sale of the portion of the common stock of the Institution currently held by the MHC (the “Second Step Stock Offering”.)

Ryan Beck & Co., Inc. was organized in 1946 and is one of the nation’s leading investment bankers for financial institutions. The firm is a registered broker-dealer with the Securities and Exchange Commission, a member of the National Association of Securities Dealers, Inc., Securities Industry Association and a member of the Securities Investor Protection Corporation. RBCO’s Financial Institutions Group is one of the nation’s largest such groups devoted solely to investment banking services for financial institutions.

The Institution is considering reorganization from partial to full public ownership, selling shares of common stock of the Institution held by the MHC the (“Common Stock”) in a subscription offering with any remaining shares sold in a syndicated offering or underwritten public offering (collectively the “Offering”.) The aggregate value of shares of Common Stock sold in the Offering will be calculated as the final independent appraisal times the majority ownership of the MHC. In connection therewith, the Institution’s Board of Directors would adopt a reorganization and stock issuance plan (the “Plan”). RBCO proposes to act as financial advisor to the Institution with respect to the reorganization and the

Mr. Philip R. Sherringham

People’s Bank

People’s Mutual Holdings

Page 2 of 8

Offering and as selling agent with respect to the Offering. Specific terms of services shall be set forth in an agency agreement, in the case of the subscription offering and a syndicated offering or, if appropriate, a public underwriting agreement (together, the “Definitive Agreement”) between RBCO and the Institution. The Definitive Agreement will include customary representations and warranties, covenants, conditions, termination provisions and indemnification, contribution and limitation of liability provisions, all to be mutually agreed upon by RBCO and the Institution (and its successors).

RBCO provides and helps coordinate advisory, administrative and marketing services in connection with bank and thrift reorganizations and related stock offerings. Our existing team has worked together on numerous such transactions. Ryan Beck pioneered the second step offering process in the mid-1990’s.

a. Advisory Services - As your investment banker, RBCO will work with you and your counsel to evaluate financial, marketing and regulatory issues. Our working knowledge of the law and “lore” of bank regulators, securities regulators and NASD is essential. Our experience in handling large, complex offerings will be useful in organizing an effective process tailored to your offering.

Our specific advisory responsibilities include:

b. Administrative Services and Stock Information Center Management - RBCO manages all aspects of the reorganization process. A successful reorganization and stock offering requires thorough planning and an enormous amount of attention to detail. Our efforts are meant to avoid mistakes, costly surprises and lost opportunities. We identify key logistics, define responsibilities and create timetables to help avoid confusion among the many members of the working group. An offering also requires accurate and timely record keeping and reporting. Furthermore, customers must be handled professionally and their questions must be answered accurately. Finally, increased regulatory scrutiny of the subscription process increases the focus on ensuring compliance with subscription procedures.

Mr. Philip R. Sherringham

People’s Bank

People’s Mutual Holdings

Page 3 of 8

The Stock Information Center is the “command center” during a stock offering. RBCO staff’s experience in managing many thrift minority stock offerings and full conversion offerings will help them minimize the burden on your management and staff. They will train and supervise the staff that you assign to the Center to help record stock orders, answer customer inquiries and participate in other activities of the Center.

Our administrative services include the following:

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