FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Bodor David A   2. Issuer Name and Ticker or Trading Symbol People's United Financial, Inc. [PBCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec. VP (Last) (First) (Middle) PEOPLE'S UNITED BANK, 850 MAIN STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/01/2008 (Street) BRIDGEPORT, CT 06604 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/01/2008   I   12,000 D $ 17.558 66,810 (1) D   Common Stock 12/01/2008   M   1,834 A $ 4.782 68,644 (1) D   Common Stock 12/01/2008   M   7,796 A $ 5.3143 76,440 (1) D   Common Stock 12/01/2008   M   12,285 A $ 9.4466 88,725 (1) D   Common Stock 12/01/2008   M   4,701 A $ 12.0223 93,426 (1) D   Common Stock 12/01/2008   S   26,616 D $ 17.5207 (2) 66,810 (1) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Investment Units

(3) (4)

12/01/2008

I

5,682

(3)(4)

(3)(4)

Common Stock

5,682

$ 16.57

0

D

Employee Option to Buy

$ 4.782

12/01/2008

M

1,834

(5)

02/21/2012

Common Stock

1,834

$ 0

0

D

Employee Option to Buy

$ 5.3143

12/01/2008

M

7,796

(5)

02/20/2013

Common Stock

7,796

$ 0

0

D

Employee Option to Buy

$ 9.4466

12/01/2008

M

12,285

(5)

02/19/2014

Common Stock

12,285

$ 0

0

D

Employee Option to Buy

$ 12.0223

12/01/2008

M

4,701

(5)

02/17/2015

Common Stock

4,701

$ 0

1,568

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bodor David A PEOPLE'S UNITED BANK 850 MAIN STREET BRIDGEPORT, CT 06604			Exec. VP

Signatures

/s/ David A. Bodor		12/03/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 5,953 shares owned indirectly through the People's United Bank 401(k) Plan (including 588 shares acquired through dividend reinvestment). Also includes 5,682 investment units accrued under the People's United Bank excess benefits plan and 593 shares owned indirectly through the People's United Financial, Inc. Employee Stock Ownership Plan (including 19 shares acquired through dividend reinvestment). Information is based on 12/01/08 Plan statements.
(2)	This transaction was executed in multiple trades at prices ranging from $17.45 to $17.59. The reported price reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, People's United Financial, Inc. or a shareholder of People's United Financial, Inc. full information regarding the number of shares and prices at which the transaction was effected.
(3)	Under the Company's excess benefit plan, each investment unit represents the economic equivalent of one share of People's United Financial, Inc. common stock. Excess benefit plan balances are distributable following a participant's termination of employment with the Company. Prior to November 1, 2008, excess benefit plan balances maintained on behalf of a participant, such as the reporting person, were deemed to have been proportionately invested in the same manner as the participant chose to invest actual balances in the Company's 401(k) plan. (continued in footnote 4)
(4)	(continued from footnote 3) Beginning November 1, 2008, the plan was amended to (a) reflect that all plan contributions made following such date would be directed to a new investment to be credited with earnings at a fixed annual rate of return established annually, and (b) permit participants to make an irrevocable, one-time election pursuant to which all existing plan balances would be directed to this new investment. The reporting person made such election, which resulted in the transfer of the value of 5,682 investment units to the fixed rate investment.
(5)	Not subject to previously reported periodic vesting due to discretionary acceleration in December 2005.

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