Exhibit 4.5(a)

Exhibit 4.5(a)

EXECUTION VERSION

PEOPLE’S UNITED BANK,

BANK OF SMITHTOWN

and

WILMINGTON TRUST COMPANY, as Fiscal and Paying Agent

FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT

Dated as of November 30, 2010

to

FISCAL AND PAYING AGENCY AGREEMENT

Dated as of June 29, 2009

11% SUBORDINATED NOTES DUE JULY 1, 2019

THIS FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT dated as of November 30, 2010 (this “Supplemental Agreement”) is by and among People’s United Bank, a federally-chartered stock savings bank (the “Successor Issuer”), Bank of Smithtown, a New York state-chartered bank (the “Issuer”), and Wilmington Trust Company, a banking corporation organized under the laws of the State of Delaware, as Fiscal and Paying Agent (the “Fiscal and Paying Agent”), under the Fiscal and Paying Agency Agreement referred to below.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Fiscal and Paying Agent, the Issuer and the Successor Issuer hereby agree as follows:

PRELIMINARY STATEMENTS

The Fiscal and Paying Agent and the Issuer are parties to that certain Fiscal and Paying Agency Agreement dated as of June 29, 2009 (the “Base Agreement”), pursuant to which the Issuer issued U.S. $5,000,000 of its 11% Subordinated Notes due July 1,2019 (the “Subordinated Notes”).

As permitted by the terms of the Base Agreement, the Issuer shall merge (the “Merger”) with and into the Successor Issuer, with the Successor Issuer as the surviving entity, pursuant to an Agreement and Plan of Merger, dated as of August 4, 2010, between the Issuer and the Successor Issuer, and pursuant to Articles of Combination that the Issuer and the Successor Issuer have filed with the Office of Thrift Supervision which specify November 30,2010 as the date upon which the Merger shall become effective, and simultaneously with the effectiveness of such Merger, this Supplemental Agreement shall become effective.

The parties hereto are entering into this Supplemental Agreement pursuant to, and in accordance with, Section 6.6(a) of the Base Agreement and Section 5 of the Subordinated Notes.

SECTION 1. Definitions. All capitalized terms used herein that are defined in the Base Agreement, either directly or by reference therein, shall have the respective meanings assigned them in the Base Agreement except as otherwise provided herein or unless the context otherwise requires.

SECTION 2. Assumption of Obligations.

SECTION 3. Representations and Warranties. The Successor Issuer represents and warrants that (a) it has all necessary power and authority to execute and deliver this Supplemental Agreement and to perform its obligations under the Base Agreement and the Subordinated Notes, (b) that it is the successor of the Issuer pursuant to the Merger effected in accordance with applicable law, (c) that it is a federally-chartered stock savings bank organized and existing under the laws of the United States of America, (d) that both immediately before and after giving effect to the Merger and this Supplemental Agreement, no Event of Default (as defined in the Subordinated Notes), and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing and (e) that this Supplemental Agreement is executed and delivered pursuant to Section 6.6(a) of the Base Agreement and does not require the consent of the holders of any of the Subordinated Notes.

SECTION 4. Conditions of Effectiveness. This Supplemental Agreement shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

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SECTION 5. Reference to the Base Agreement.

SECTION 6. Counterparts. This Supplemental Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

SECTION 7. Governing Law; Binding Effect. This Supplemental Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles other than Section 5-1401 of the New York General Obligations Law, and shall be binding upon the parties hereto and their respective successors and assigns.

SECTION 8. Effect of Headings. The section headings herein are for convenience of reference only and shall not affect the construction hereof.

SECTION 9. The Fiscal and Paying Agent. The Fiscal and Paying Agent shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Agreement or the due execution thereof by the Issuer or the Successor Issuer. The recitals of fact contained herein shall be taken as the statements solely of the Issuer or the Successor Issuer, and the Fiscal and Paying Agent assumes no responsibility for the correctness thereof.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be duly executed as of the day and year first written above.

[Signature Page for Supplemental Fiscal and Paying Agency Agreement to June 29, 2009 Agreement}

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be duly executed as of the day and year first written above.

[Signature Page for Supplemental Fiscal and Paying Agency Agreement to June 29, 2009 Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be duly executed as of the day and year first written above.

[Signature Page for Supplemental Fiscal and Paying Agency Agreement to June 29, 2009 Agreement]