People's United OnlineÔ Electronic Services Agreement

By using People's United Online services, you accept the terms and conditions of this agreement as it applies to you. Section A - Agreement for Plus Deposit Account Customers applies to Plus Deposit Account customers. Section B - Agreement for People's Securitities Inc. Customers applies to People's Securities, Inc. customers. Section C, General Provisions applies to all users.

Section A - Agreement for Plus Deposit Account Customers

The terms and conditions set forth in Section A of the Electronic Services Agreement ("Agreement") govern your use of People's United Online for deposit accounts.

Definitions

In this Section A, the words "you" and "your" mean each People's United Bank customer who uses or is authorized to use People's United Online. The words "we", "us" and "our" mean People's United Bank, Bridgeport, Connecticut. "People's United Online" is the combination of electronic services available at our Internet Web Site which enable you to obtain information and perform transactions we make available for your accounts over the Internet by use of a personal computer and modem and/or other means we authorize or allow. People's United Online is provided by People's United Bank and its subsidiaries.

Your use of People's United Online is subject to the terms and conditions of this Agreement as well as: (i) if you are a People's United Bank customer, the terms and conditions of the People's United Bank Universal Deposit Account Contract, Funds Availability Policy and Electronic Fund Transfers Disclosure Statement and Agreement as they may be amended from time to time (the "EFT Agreement"); and (ii) if you are a customer of People's Securities Inc., ("PSI"), all agreements governing your accounts with PSI ("PSI account agreements"). The EFT Agreement, and the PSI account agreements are incorporated herein by reference.

Access to People's United Online may be by personal computer or other devices or equipment authorized or allowed by People's United Bank. Access requires the use of a unique login name and/or account number(s) authorized by People's United Bank together with a personal identification number ("PIN") or a password or other security code or a combination of any of these (collectively, the "Login Codes") as required by People's United Bank.

Your use of People's United Online with the Login Code authorized by People's United Bank will be deemed by us to be valid and authentic and you intend and agree that any communications to us under your Login Code will be given the same legal effect as written and signed paper communications. You agree that electronic copies of communications are valid and you will not contest the validity of the originals or copies, absent proof of altered data or tampering.

There are no fees associated with your use of People's United Online.

Through People's United Online, we provide you E-mail forms which you may use to submit inquiries about your account, request information on other banking services and otherwise communicate with us. These E-mail forms are accessible after you sign on with your Login Code to a secure session of People's United Online.

To ensure the security of your account information, we expressly discourage you from sending personal, business, financial or account information via Internet e-mail, and we will not accept transactions or instructions sent by Internet e-mail. If you choose to send Internet e-mail messages to People's United Bank that contain personal, business, financial, account or other confidential information, you do so entirely at your own risk, and we will not be responsible for any loss or damages you may incur if you communicate such information by Internet e-mail. We will not send such information to you via Internet e-mail, even if you so request.

Unless otherwise provided in the EFT Agreement, or otherwise provided by law:

(i) We are responsible for acting only on such instructions sent through People's United Online which we actually receive. We are not responsible for any malfunction in communications facilities not under our control or any problem attributable to your access service provider.

(ii) We are not responsible for any direct, indirect, special, incidental or consequential damages arising in any way out of the use of People's United Online.

(iii) NEITHER PEOPLE'S UNITED BANK NOR ANY OF ITS SUBSIDIARIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES CONCERNING PEOPLE'S UNITED ONLINE INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

We reserve the right to change the fees associated with use of People's United Online or to change any other term of this Agreement at any time, subject to any legal requirement to provide you prior notice of such change. If no notice is required by applicable law, we reserve the option, in our business judgment, to provide or not provide notice of such changes.

We reserve the right to terminate this Agreement at any time, and if we do so, we may also terminate other Internet banking services. Such termination will be subject to any legal requirement to provide you prior notice.

You may terminate this Agreement at any time by providing us at least 10 business days prior written notice. If you terminate this Agreement, we may also terminate other People's United Online banking and trading services you have access to.

For purposes of this Section B, the terms "PSI" and "Broker" refer to People's Securities Inc., a registered Broker-Dealer, and member FINRA and SIPC. The terms "I", "me", "my" and "subscriber" refer to all owners of the PSI brokerage account designated below.

The services provided under Section B of the Agreement (the "Electronic Services") consist of Online Trading (as hereinafter defined) through which I can obtain account information and quotations, and enter brokerage transactions. The terms "Online Trading" or "PC Trading" refer to any interactive product or service offered by PSI or a PSI-authorized third party service provider, to obtain information or quotations from PSI, or enter into brokerage transactions (subject to the exclusions specified below) with PSI through the use of electronic data communications. This includes electronic data communications transmitted by me to PSI through the use of personal, home or business computers connected by a modem or other device to an authorized telecommunications network designated by PSI.

Please read this Electronic Services Agreement before using any of the Electronic Services made available by People's Securities Inc. In order to use these Electronic Services, all account owners must agree to be bound by the following terms and conditions.

1. I acknowledge that this Agreement between me and PSI states the terms and conditions regarding my use of any Electronic Services offered by PSI and other PSI-authorized third party service providers, including the use of such services to enter transactions in my brokerage account. My use of the Electronic Services will indicate my acceptance of the following terms and conditions. The terms and conditions set forth herein supplement the terms and conditions contained in my People's Securities Customer Agreement.

2. I acknowledge that PSI may modify or discontinue the Electronic Services offered pursuant to this Agreement without prior notice to me.

3. I acknowledge that PSI hereby grants to me a nonexclusive, non-transferable license during the term of this Agreement to receive and use the software provided herewith (the "Software") solely in conjunction with the personal use of the Electronic Services in accordance with the terms of this Agreement. I acknowledge and agree that PSI or its licensors or data providers have exclusive proprietary rights in the Software and the systems used in connection with the Electronic Services. I further acknowledge and agree that PSI's third party information providers have exclusive proprietary rights in their respective information transmitted and/or furnished via the Electronic Services. In the event of any misappropriation or misuse of the Electronic Services, the Software or the market data transmitted and/or furnished via the Electronic Services, PSI or its third party information providers or licensors shall have the right to obtain injunctive relief with respect to the use of its respective materials. I further acknowledge and agree that
   1. I may use the Software only in conjunction with the Electronic Services,
   2. I shall not make any alteration, change or modification to the Software and shall not recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or derivative work from, the Software,
   3. I shall use the Electronic Services, the Software and the market data provided thereby only for my personal use and
   4. I shall not furnish the Software, the Electronic Services or any other information or messages disseminated by PSI hereunder to any person or entity.

4. I agree to be fully liable for any and all brokerage commissions, fees, margin interest charges, and payments due to PSI in connection with trades affected by me in my brokerage account(s) through the Electronic Services. Such brokerage commissions, fees, margin interest charges, and payments will be paid directly to PSI in accordance with the terms and conditions specified in my People's Securities Customer Agreement and the Schedule of Commisions and Fees as amended from time to time. I agree that PSI may require a deposit before I can begin trading using the Electronic Services (deposited funds can be used towards payment of my first transaction). I agree to pay all fees and charges associated with my use of any Electronic Services, including, without limitation, those of any third party information providers offered through PSI.

5. I acknowledge that I will be the only authorized user of the Electronic Services for my account(s). I will be fully responsible for the confidentiality and use of my user names and passwords and agree that I will be fully and solely responsible for all activities, including brokerage transactions, which arise from the use of my user names or passwords (except as provided for in paragraph 6 below). I also agree that I will be fully and solely responsible for all activities, including brokerage transactions, which arise from my authorization to link my brokerage account(s).

6. I agree that as a condition of being approved to use the Electronic Services I will immediately notify PSI if:
   1. I have placed an order using the Electronic Services and I did not receive an order number;
   2. I have placed an order using the Electronic Services and I did not receive an accurate written confirmation of the order, its execution or cancellation within five business days;
   3. I have received confirmation of an order or orders which I did not place or any similar conflicting report, or
   4. I become aware of any unauthorized use of my user name(s), password(s) or any product or service related to my brokerage account.

   If I fail to notify PSI immediately upon the occurrence of any of the above events, I agree that PSI will not have any responsibility or liability to me or any other person whose claim may arise through me for any claims with the handling, mishandling or loss of any order. Any liability of PSI arising out of any action or omission by PSI with respect to the handling, mishandling or loss of any order shall be limited to any amount equal to the loss incurred due to the action or omission during the five business days after the date on which I first became obligated to give PSI notice with respect to such transaction(s) pursuant to this Section. I agree that PSI and/or any of its officers, directors, employees, agents or affiliates will not have any other liability to me or any other person whose claims may arise through me for any consequential, incidental, special or indirect damages, even if PSI has been advised of the possibility of such damages. PSI shall not be responsible for or deemed to be in default under this Agreement due to any delay or failure in performance resulting directly or indirectly from any cause beyond the reasonable control of PSI (or any PSI-authorized third party service provider).

7. I agree that my use of the Electronic Services to effect securities transactions will be limited in all respects to the terms and conditions of this Agreement and any other agreement(s) between me and PSI. PSI will have no liability to me with respect to any transaction or attempted transaction by me which is not in accordance with the terms and conditions specified herein or in such other agreement(s) and I will indemnify PSI and its officers, directors, employees, agents and affiliates from any claim of a third party related to any such transaction or related transaction.

8. I agree that PSI reserves the right in its sole discretion to reject, cancel or modify any order which I have placed through the Electronic Services for any reason and without prior notice to me, including orders for which I have received an order number. I acknowledge that any order I place which PSI, in its sole discretion, deems to be disruptive to the securities markets, unusual in size, type or credit risk, or which exceeds PSI's (or its clearing firms') usual authorized limits may be subject to rejection, cancellation or modification. I acknowledge that market orders cannot always be canceled because they are subject to immediate execution and the order may be executed before the request for cancellation is received by PSI. I acknowledge that my orders may not be reviewed by PSI prior to their submission to a market center and I agree that I am fully responsible for determining the suitability of my order and my investment decisions. I acknowledge that PSI may, in its sole discretion, place trading restrictions on my account(s).

9. I agree that PSI reserves the right in its sole discretion to suspend or terminate my access to the Electronic Services for any reason and without prior notice to me. I agree not to hold PSI responsible or liable for any disruptions in service due to: telephone network, computer network or other system problems beyond the control of PSI (or any PSI-authorized third party service provider); system maintenance or system upgrades; or any other event or circumstance beyond the control of PSI (or any PSI-authorized third party service provider).

10. I acknowledge that the data provided to me is obtained from sources believed to be reliable, is provided solely on a best efforts basis for my convenience, and that no guarantees are made by PSI as to its accuracy, completeness and timeliness.

11. I AGREE THAT THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ELECTRONIC SERVICES OR THE SOFTWARE OR THE MARKET DATA PROVIDED THEREBY INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANT ABILITY, REASONABLE CARE OR FITNESS FOR A PARTICULAR PURPOSE.

12. I agree not to hold PSI or its officers, directors, employees, agents or affiliates, or its licensors or information providers or any third party involved in the provision of the Electronic Services liable for any investment decision I may make based on my reliance on or use of such data or any liability which may rise due to delays or interruptions in the delivery of such data for any reason.

13. I agree that PSI may change the terms and conditions of this Agreement, in whole or in part, upon notice to me. I agree to use the Electronic Services and any additional services offered through PSI in the future only in accordance with the terms and conditions specified in this Agreement as amended from time to time by PSI, and that any amendments to the terms and conditions will be deemed effective upon dissemination by PSI. Use of the Electronic Services after receipt of such amendments will be deemed to be acceptance of such amendments.

14. This Agreement, together with my account agreement(s) and any user license agreement(s) to which I may be a party, contains the entire agreement between me and PSI with respect to the subject matter contained in this Agreement and supersedes all prior communications, whether oral, written or electronic. If any provision of this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination shall not effect the validity of the remaining provisions of this Agreement.

15. Order Flow Payment and Order Execution Routing Disclosure Statement:
    1. Order Flow Payment Information: PSI's clearing firm may receive remuneration in the form of payments for certain transactions handled by third market dealers or market centers for execution and such remuneration is considered to be compensation. PSI may also receive remuneration for certain transactions. The source and amount of any compensation, which may have been received in connection with a specific transaction, will be disclosed upon written request.

    2. Order Execution Routing Information: Orders in over-the-counter securities and selected exchange-traded securities may be routed to designated third market dealers. Other orders in over-the-counter securities may be routed to designated market makers or third market dealers by a computerized system. All orders are executed at prices equal to or better than the displayed national best bid/offer prices.

16. AGREEMENT TO ARBITRATE CONTROVERSIES, GOVERNING LAW This agreement contains a pre-dispute arbitration clause. By signing the New Account Application the parties agree as follows:
    1. All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
    2. Arbitration awards are generally final and binding; a party?s ability to have a court reverse or modify an arbitration award is very limited.
    3. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
    4. The arbitrators do not have to explain the reason(s) for their award.
    5. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
    6. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
    7. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.

17. I further agree that the sole liability of PSI or its officers, directors, employees, agents or affiliates or its licensors or information providers or any third party, involved in the provision of the Electronic Services to me for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of errors or omissions in the Electronic Services and/or the Software and the market data provided or to be provided hereunder, shall be to furnish the correct report or data, provided that I promptly advise the data provider thereof. I further agree that I shall not hold PSI or its officers, directors, employees, agents or affiliates or its licensors or information providers or any third party involved in the provision of the Electronic Services liable in any way for any loss or damage arising from or occasioned by any force majeure (including for example, but not limited to, communications or power failure, equipment or software malfunction) or by any other cause beyond such party's reasonable control.

    IN NO EVENT WILL PSI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES OR ITS LICENSORS OR INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN THE PROVISION OF THE ELECTRONIC SERVICES BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH I MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT OR AS A RESULT OF THE USE OF THE MARKET DATA, THE SERVICES OR THE SOFTWARE, EVEN IF THE DATA PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. E-mail Communications

    The Electronic Services provides me with the capability to send e-mail directly to PSI and interact within applicable areas of the Electronic Services. I agree to the following terms with respect to my use of e-mail through the Electronic Services:

    1. I will not use e-mail to transmit securities trade orders to PSI and I acknowledge that PSI will not act upon such trade orders transmitted through e-mail;

    2. PSI shall be entitled, but is not obligated, to review or retain my e-mail messages to monitor the quality of Electronic Services I receive, my compliance with this Agreement and the security of the Electronic Services. In no event will PSI be liable for any costs, damages, expenses or any other liabilities incurred by me as a result of such activities by PSI.

    3. I will not use e-mail of the Electronic Services for any purpose which is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening. I will not use the Electronic Services to solicit PSI customers or others or participate in the solicitation of PSI customers or others for any purpose.

    4. I will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the holder of such rights, and

    5. I will not in any way express or imply that the opinions in my e-mail messages are endorsed by PSI without the prior written consent of PSI.

19. Electronic Fund Transfers
    1. I agree that, except as specified in subsection (b), below, any electronic fund transfers between my PSI account(s) and my deposit account(s) at People's United Bank initiated by you through the Electronic Services will be governed by the People's United Bank Universal Deposit Account Contract, Funds Availability Policy and Electronic Fund Transfers Disclosure Statement and Agreement (the "EFT Agreement"), as the same may be amended from time to time, and which I acknowledge I have received as a People's United Bank deposit customer. Unless either this Agreement or the EFT Agreement are inapplicable, all provisions of the EFT Agreement apply to transfers between a PSI account and a People's United Bank deposit account initiated through the Electronic Services.

    2. The following provisions apply to all transfers between a PSI account and a People's United Bank deposit account initiated through the Electronic Services:
       1. I am limited to one transfer per day to or from each of my PSI accounts.

       2. Your business days are Monday through Friday including all holidays except holidays on which the New York Stock Exchange is closed.

       3. All electronic fund transfers involving my PSI account will be documented on my People's Securities account statement.

       4. In the event of any change to this Agreement or the EFT Agreement which will cause me greater costs or liability, or which will limit your ability to make electronic fund transfers through the Electronic Services, you will notify me 21 days in advance.

    3. As specified in the EFT Agreement, in the case of a lost or stolen personal security number, or any question related to a transfer between my PSI account and a People's United Bank deposit account initiated through the Electronic Services, I may contact the People's United Bank Plus Center by writing to:
       People's United Bank Plus Center
       
       P.O. Box 7001, Bridgeport, CT 06601

       or calling the Plus Center at 1-800-894-0300, or any of other phone numbers listed in the EFT Agreement.

20. REAL TIME MARKET DATA

    I agree to compy with any subscriber or other agreement governing my use of real time market data provided through People's United Electronic Services.

    Section C - General Provisions

    For purposes of Section C, "you", and "your" refer to each People's United Bank or People's Securities Inc. customer who uses or is authorized to use People's United Online.

    Security/Protecting Your Account Information

    You acknowledge and agree that People's United Bank has no obligation to confirm the identity or authority of any person using your Login Codes. Accordingly, the Login Codes that you use to gain access to People's United Online should be kept confidential, and not disclosed to any person whom you do not authorize to access your account information.

    People's United Bank uses Microsoft's server gated cryptography in order to enable 128 bit SSL strong encryption of data during transmission of data between your computer and our web server. You agree to always use the SSL encryption security features built into your web browser software whenever you connect to People's United web server, and to verify that each entire online session is encrypted. (You can verify this during any part of your session by checking your browser security icon in the following manner: In Netscape, the small key or padlock at the bottom of your screen should be whole and unbroken; users of Microsoft browsers will see a closed padlock appear during an encrypted session.)

    To avoid unauthorized access to your personal, business or financial information, you agree to adopt all reasonable security measures in using People's United Online, including, but not limited to the precautionary steps listed below.

    1. Do not reveal your Login Codes to anyone else.
    2. Avoid selecting Login Codes based on personal information that may be determined or accessible by others such as names, birthdays, addresses, or that are similar to your other existing passwords, PINs or security codes.
    3. Avoid keeping written records of your Login Codes.
    4. Do not leave your computer unattended when connected to People's United Web Site.
    5. After completing any activities on the Web Site, exit People's United Online using the Exit option on the People's United Online toolbar.
    6. After completing any activities on the Web Site, you should secure or erase any files that may exist in a non-encrypted state in your web services cache or in your computer's memory to prevent unauthorized access.
    7. Do not send any personal, business, financial or account information by Internet e-mail, as messages sent in this manner are sent outside areas of the Web Site using encryption.
    8. You will verify that your online session is encrypted with 128-bit SSL encryption.

    Copyright and Trademarks

    Copyright to all graphics, visual and audio content, text and information on this Web Site is owned by People's United Bank. No one has permission to redistribute or reproduce in any form whatsoever any such material and information without People's United Bank express written permission. All trademarks found on this Web Site, unless indicated otherwise, are trademarks of People's United Bank. You acknowledge that People's United Bank and its subsidiaries have exclusive proprietary rights to the systems used in connection with People's United Online. You agree not to make or attempt to make any alteration, change or modification to People's United Online and shall not recompile, decompile, reverse engineer, or make or distribute any other form of, or derivative work from People's United Online.