Exhibit 10.4

THE NEWALLIANCE BANK 401(k) PLAN
AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PREAMBLE

This 401(k)
 Plan Amended and Restated Supplemental Executive Retirement Plan (Plan)
 of NewAlliance Bank (the Bank) is adopted effective as of September
 __, 2008. The Plan was initially adopted effective as of April 1, 2004 and was previously
 amended and restated as of September 25, 2007 and November 27, 2007. The Plan as
 amended and restated shall in all respects be subject to the provisions set forth
 herein.

This Plan
 was previously amended and restated to comply with the requirements of Section 409A
 of the Code and the regulations issued thereunder. No benefits payable under this
 Plan shall be deemed to be grandfathered for purposes of Section 409A of the Code.
 The Plan is being further amended and restated at this time to change the vesting
 schedule and to make certain other changes.

The Plan shall
 at all times be characterized as a top hat plan of deferred compensation
 maintained for a select group of management or highly compensated employees, as
 described under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and any regulations
 relating thereto. The Plan has been and shall continue to be operated in compliance
 with Section 409A of the Code. The Plan is an unfunded plan for tax purposes. The
 provisions of the Plan shall be construed to effectuate such intentions.

PURPOSE

The Plan is
 established and maintained by the Bank for the purpose of permitting one or more
 of its officers listed in Appendix A attached hereto who participate in The NewAlliance
 Bank 401(k) Plan (the 401(k) Plan) to receive retirement and savings
 benefits pursuant to this Plan in excess of the limitations imposed by Sections
 401(a)(17), 401(k)(3), 401(m), 402(g) and 415 of the Code.

Accordingly,
 the Bank hereby adopts this amended and restated Plan pursuant to the terms and
 provisions set forth below:

ARTICLE I

DEFINITIONS

In addition
 to those terms defined above, the following terms shall have the meanings hereinafter
 set forth whenever used herein:




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1.1. 401(k)
 Allocation means the retirement and savings benefit allocable to the
 individual account of a participant in the 401(k) Plan pursuant to Article IV of
 the 401(k) Plan and Section 4.1(a) of the ESOP.

1.2. Accumulation
 Account. means the account maintained on the books of the Bank for each Participant
 with respect to the Plan. Each Participants Accumulation Amount shall consist
 of the following sub-Accounts: (i) a Stock Units Account, a sub-account that is
 credited with Stock Units; and (ii) such other sub-accounts as may be necessary
 to reflect allocations under the Plan and such further sub-Accounts as the Committee
 may deem necessary. The Stock Units Account (i) may not be diversified; (ii) must
 remain at all times credited with units that represent Company Common Stock; and
 (iii) must be distributed solely in the form of Company Common Stock, except to
 the extent the Stock Units Account is adjusted pursuant to Section 4.1(b) of the
 Plan. A Participants Accumulation Account shall be utilized solely as a device
 for the measurement and determination of any benefits payable to the Participant
 pursuant to this Plan. A Participant shall have no interest in his Accumulation
 Account, nor shall it constitute or be treated as a trust fund of any kind.

1.3. Board means the Board of Directors of the Bank.

1.4. Change
 in Control means a change in the ownership of the Company or the Bank, a change
 in the effective control of the Company or the Bank or a change in the ownership
 of a substantial portion of the assets of the Company or the Bank, in each case
 as provided under Section 409A of the Code and the regulations thereunder.

1.5. Code means the Internal Revenue Code of 1986, as amended from time to time, and
 any regulations relating thereto.

1.6. Committee shall mean the Compensation Committee of the Board.

1.7. Company means NewAlliance Bancshares, Inc. or any successor thereto.

1.8. Company
 Common Stock means shares of common stock of the Company.

1.9. Disability means in the case of any Participant that the Participant: (i) is unable to
 engage in any substantial gainful activity by reason of any medically determinable
 physical or mental impairment which can be expected to result in death or can be
 expected to last for a continuous period of not less than 12 months, or (ii) is,
 by reason of any medically determinable physical or mental impairment which can
 be expected to result in death or can be expected to last for a continuous period
 of not less than 12 months, receiving income replacement benefits for a period of
 not less than three months under an accident and health plan covering employees
 of the Company or the Bank.

1.10. ERISA means the Employee Retirement Income Security Act of 1974, as amended from
 time to time, and any regulations relating thereto.




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1.11. ESOP means the NewAlliance Bancshares, Inc. Employee Stock Ownership Plan.

1.12. Participant means a salaried employee of the Bank who is a participant in the 401(k) Plan,
 who is a member of a select group of management or highly compensated employees
 within the meaning of ERISA, and who is selected by the Board to participate in
 the Plan in accordance with Article II hereof.

1.13. Plan
 Year means the 12 consecutive month period ending December 31 of each year,
 except that the initial Plan Year shall commence on April 1, 2004 and end on December
 31, 2004.

1.14. Separation
 from Service means a termination of a Participants services (whether
 as an employee or as an independent contractor) to the Company and the Bank. Whether
 a Separation from Service has occurred shall be determined in accordance with the
 requirements of Section 409A of the Code based on whether the facts and circumstances
 indicate that the Company, the Bank and the Participant reasonably anticipated that
 no further services would be performed after a certain date or that the level of
 bona fide services the Participant would perform after such date (whether as an
 employee or as an independent contractor) would permanently decrease to no more
 than twenty percent (20%) of the average level of bona fide services performed (whether
 as an employee or an independent contractor) over the immediately preceding thirty-six
 (36) month period.

1.15. Stock Units means shares of Company Common Stock, with each Stock
 Unit representing one share of Company Common Stock.

1.16. Supplemental
 Savings Deferred Allocation shall mean the dollar amount allocated to a Participants account pursuant to Section 3.1 of the Plan.

ARTICLE II

ELIGIBILITY

A salaried
 employee of the Bank who is eligible to receive the benefit of a 401(k) Allocation,
 the total amount of which is reduced by reason of the limitation on compensation
 or annual additions for the purpose of calculating allocations pursuant to Sections
 401(a)(17), 401(k)(3), 401(m), 402(g) and 415 of the Code, shall be eligible to
 be selected by the Board of Directors of the Bank to participate in the Plan.

ARTICLE III

SUPPLEMENTAL CONTRIBUTIONS

3.1.     Supplemental
 Savings Deferred Allocation.

A Participant
 in the Plan shall receive a Supplemental Savings Deferred Allocation each year




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effective
 as of the last day of the Plan Year. The dollar amount of the Supplemental Savings Deferred Allocation allocable to a Participant
 with respect to a given Plan Year shall be calculated as set forth below:

(a) The matching
 contribution which would have been allocated to the Participant for the Plan Year,
 as determined by multiplying the Participants compensation (as such term is
 defined in the 401(k) Plan but without giving effect to the limitation imposed by
 Section 401(a)(17) of the Code) for the Plan Year by a percentage equal to the matching
 contribution the Participant was entitled to under the 401(k) Plan and Section 4.1(a)
 of the ESOP, but without giving effect to the limitations imposed by Sections 401(k)(3),
 401(m), 402(g) and 415 of the Code; less

(b) The matching
 contribution actually allocated to the account of the Participant in the ESOP (pursuant
 to the terms of the 401(k) Plan and the ESOP) for the Plan Year.

Supplemental
 Savings Deferred Allocations made for the benefit of a Participant for any Plan
 Year shall be credited to a Stock Units Account maintained under the Plan in the
 name of each Participant.

Article IV

ACCUMULATION ACCOUNT

4.1.     Determination
 of Accumulation Account. Amounts credited under this Plan will be credited to
 a Stock Units Account for each Participant. The Participants ultimate deferred
 compensation payments shall be based on the aggregate value of the Stock Units accrued
 in the Stock Units Account (and any other sub-accounts) determined as hereinafter
 set forth:

(a) All amounts
 credited to the Stock Units Account shall be applied to the crediting of Stock Units.
 The number of Stock Units credited to a Participants Stock Units Account shall
 equal the dollar amount credited to such account (as determined in Section 3.1 of
 the Plan) for a given Plan Year divided by the closing sales price of the Company
 Common Stock as of December 31 of that Plan Year (or if the Company Common Stock
 is not traded on such date, as of the nearest immediately preceding trading date).
 The number of Stock Units shall be rounded to the nearest one-thousandth. Each Stock
 Unit shall be deemed to pay cash dividends as if it were one share of Company Stock,
 and any such deemed dividends will result in the crediting of additional Stock Units
 to the Stock Units Account on a date selected by the Bank, with the number of Stock
 Units so credited to be calculated by dividing the amount of the deemed dividend
 by the closing sales price of the Company Common Stock on the dividend payment date
 set by the Company. After the crediting of Stock Units to the Stock Units Account,
 subsequent fluctuations in the fair market value of the Company Stock shall not
 result in any change in the number of such Stock Units then credited to the Stock
 Units Account.




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(b) In the
 event of any change in the outstanding shares of the Company by reason of any stock
 dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares or other
 similar corporate change, then the Stock Units Account of each Participant shall
 be adjusted by the Committee in a reasonable manner to compensate for the change,
 and any such adjustment by the Committee shall be conclusive and binding for all
 purposes of the Plan.

ARTICLE V

INVESTMENT OF SUPPLEMENTAL SAVINGS DEFERRED
 ALLOCATIONS

Amounts credited
 hereunder to the account of a Participant shall be converted into Stock Units and
 shall be treated as if they were actually invested in the Company Common Stock.
 If any Company Common Stock is held in a rabbi trust to fund the Banks obligations
 under the Plan, the Company Common Stock (i) may not be diversified; (ii) must remain
 at all times invested in the form of Company Common Stock or common stock units
 of the Company, as applicable; and (iii) must be distributed solely in the form
 of whole shares of Common Stock, except to the extent that the Company Common Stock
 is adjusted as a result of any of the events set forth in Section 4.1(b) of the
 Plan. A change by a Participant in the investment election applicable to amounts
 in his or her 401(k) account or ESOP account shall not affect the number of Stock
 Units held in the Plan.

ARTICLE VI

VESTING; DISTRIBUTIONS

6.1.     Vesting. For each Plan Year beginning prior to January 1, 2009, the vested portion of
 a Participants account shall be a percentage of the total amount credited
 to the account determined on the basis of the Participants number of Years
 of Service (as defined in the glossary of the 401(k) Plan) according to the
 following schedule:

|Years of
 Service        | Vesting Percentage
|------------------------ | ------------------
|                         |                   
|Less than
 2 years       |                   
|2 but less
 than 3 years |                   
|3 but less
 than 4 years |                   
|4 but less
 than 5 years |                   
|5 or more
 years         |                   
|                         |                   

In determining
 Years of Service for purposes of vesting under the Plan, Years of Service with the
 Bank (and its predecessor, The New Haven Savings Bank) prior to the Effective Date
 shall be included.




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Notwithstanding the above vesting schedule, a Participant
 shall be 100% vested in his account upon (1) the attainment of the Early Retirement
 Date or Normal Retirement Date (as defined in the glossary of
 the 401(k) Plan); (2) Disability; (3) termination or partial termination of this
 Plan; or (4) a Change in Control.

For each Plan
 Year beginning on or after January 1, 2009, the vested portion of a Participants account shall be 100% for each Participant who has at least one hour of service
 under the 401(k) Plan on or after January 1, 2009.

6.2     Distribution.

(a)     General. The vested portion of a Participants Accumulation Account may not be
 distributed prior to (a) the Participants Disability or death, (b) the first
 day of the month following the lapse of six months following the Participants
 Separation from Service for reasons other than Disability or death, (c) the time
 specified in the Participants payment election form, or (d) a Change in Control.
 The vested portion of amounts credited to a Participants Accumulation Account
 shall be distributed to a Participant at the time and in the manner indicated on
 the Participants payment election form (a copy of which is attached as Appendix
 B), except that any distribution must be solely in the form of whole shares of Company
 Common Stock, except to the extent that the Company Common Stock is adjusted as
 a result of any of the events set forth in Section 4.1(b) of the Plan. Cash will
 not be distributed in lieu of fractional shares. The form of benefit payment may
 be in a single lump sum payment or annual installment payments not in excess of
 ten years, as specified on a Participants payment election form. If the benefits
 are to be paid in annual installments, the first annual installment shall be paid
 on or as soon as practicable following the payment event selected by the Participant
 (subject to the six-month delay required above if the payment event is a Separation
 from Service), and all subsequent annual payments shall be paid on the annual anniversary
 date of the first payment. Any new payment elections made by a Participant on or
 after January 1, 2005 shall be made in accordance with this Article VI. If a Participant
 elects a form of payment upon more than one payment event, then the first payment
 event that occurs shall govern how the payment is made.

(b)     Amount of Each Annual Installment. The dollar amount of each annual installment
 paid to a Participant or his or her beneficiaries shall be determined by multiplying
 the value of the Participants Accumulation Account as of the close of business
 on the day preceding such payment by a fraction. The numerator of the fraction shall
 in all cases be one, and the denominator of the fraction shall be the number of
 annual installments remaining to be paid to the Participant or his or her beneficiaries,
 including the annual installment for which the calculation is being made. For example,
 if a Participant elected to receive 10 annual installments, the amount of the first
 annual installment shall be 1/10th of the Participants Accumulation
 Account, the second annual installment shall be 1/9th of the then remaining
 Accumulation Account, and so on.

(c)     Prior Elections. Any payment elections made by a Participant before January 1, 2005
 shall continue in effect until such time as the Participant makes a subsequent payment
 election




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pursuant to Section 6.2(d) or 6.2(e) below and such payment election becomes
 effective as set forth below. If no payment election was previously made, then the
 current payment election shall be deemed to be a single lump sum payment as of the
 later of (i) the first day of the month following the lapse of six months after
 a Separation of Service, or (ii) January 1, 2008.

(d)     Transitional
 Elections Prior to 2009. On or before December 31, 2008, if a Participant wishes
 to change his payment election as to either the time or form of payment or both,
 the Participant may do so by completing a payment election form approved by the
 Committee, provided that any such election (i) must be made prior to the Participants Separation from Service, (ii) shall not take effect before the date that
 is 12 months after the date the election is made and accepted by the Committee,
 (iii) does not cause a payment that would otherwise be made in the year of the election
 to be delayed to a later year, and (iv) does not accelerate into the year in which
 the election is made a payment that is otherwise scheduled to be made in a later
 year.

(e)     Changes
 in Payment Elections after 2008. On or after January 1, 2009, if a Participant
 wishes to change his or her payment election as to either the time or form of payment
 or both, the Participant may do so by completing a payment election form approved
 by the Committee, provided that any such election (i) must be made prior to the
 Participants Separation from Service, (ii) must be made at least 12 months
 before the date on which any benefit payments as of a fixed date or pursuant to
 a fixed schedule are scheduled to commence, (iii) shall not take effect until at
 least 12 months after the date the election is made and accepted by the Committee,
 and (iv) for payments to be made other than upon death or Disability, must provide
 an additional deferral period of at least five years from the date such payment
 would otherwise have been made (or in the case of any installment payments treated
 as a single payment, five years from the date the first amount was scheduled to
 be paid). For purposes of this Plan and clause (iv) above, all installment payments
 under this Plan shall be treated as a single payment.

6.3     Withholding;
 Payroll Taxes. The Bank shall withhold from payments made hereunder any taxes
 required to be withheld from a Participants wages under applicable federal,
 state or local tax laws.

6.4     Payment
 to Guardian. If a Plan benefit is payable to a minor or a person declared to
 be incompetent or to a person incapable of handling the disposition of his property,
 the Committee may direct payment of such Plan benefit to the guardian, legal representative
 or person having the care and custody of such minor or other person. The Committee
 may require proof of incompetence, minority, incapacity or guardianship, as it may
 deem appropriate prior to distribution of the Plan benefit. Such distribution shall
 completely discharge the Committee, the Company and the Bank from all liability
 with respect to such benefit.

6.5.     Survivor
 Benefit. If a Participant should die before distribution of the vested portion
 of his or her account pursuant to the Plan has been made to him or her, any remaining
 vested amounts shall be distributed to his or her beneficiary in the method designated
 by the Participant in writing delivered to the Bank prior to the Participants
 death. If a Participant has not designated a




8

beneficiary, or if no designated beneficiary
 is living on the date of distribution, such vested amounts shall be distributed
 to those persons entitled to receive distributions of the Participants account
 under the 401(k) Plan. If a Participant has not designated a method of distribution,
 then the vested portion of the Participants account shall be paid in a lump
 sum as soon as practicable following the date of his death. The payment to a beneficiary
 or a deemed beneficiary shall completely discharge the Company and the Banks
 obligations under this Plan.

ARTICLE
 VII

7.1     Scope
 of Claims Procedures. This Article is based on final regulations issued by the
 Department of Labor and published in the Federal Register on November 21, 2000 and
 codified at 29 C.F.R. Section 2560.503-1. If any provision of this Article conflicts
 with the requirements of those regulations, the requirements of those regulations
 will prevail.

7.2     Initial
 Claim. The Participant or any beneficiary who believes he or she is entitled
 to any benefit under the Plan (a Claimant) may file a claim with the
 Bank within one hundred eighty (180) days of the date on which the event that caused
 the claim to arise occurred. The Bank shall review the claim itself or appoint an
 individual or an entity to review the claim.

| | (a) |  | Initial
 Decision. The Claimant shall be notified within ninety (90) days after the
 claim is filed whether the claim is allowed or denied, unless the Claimant receives
 written notice from the Bank or appointee of the Bank prior to the end of the ninety
 (90) day period stating that special circumstances require an extension of the time
 for decision, with such extension not to extend beyond the day which is one hundred
 eighty (180) days after the day the claim is filed.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) |  | Manner
 and Content of Denial of Initial Claims. If the Bank denies a claim, it
 must provide to the Claimant, in writing or by electronic communication:                                                                                                                                                                                                                                                                                                                                    

| | (i)   |  | The specific
 reasons for the denial;                                                                                                                                                       
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |  |                                                                                                                                                                                             
| | (ii)  |  | A reference
 to the provision of the Plan upon which the denial is based;                                                                                                                   
| |       |  |                                                                                                                                                                                             
| | (iii) |  | A description
 of any additional information or material that the Claimant                                                                                                                  
| |       |  | must provide
 in order to perfect the claim;                                                                                                                                                
| |       |  |                                                                                                                                                                                             
| | (iv)  |  | An explanation
 of why such additional material or information is necessary;                                                                                                                
| |       |  |                                                                                                                                                                                             
| | (v)   |  | Notice that
 the Claimant has a right to request a review of the claim denial and information
 on the steps to be taken if the Claimant wishes to request a review of the claim
 denial; and
| |       |  |                                                                                                                                                                                             
| | (vi)  |  | A statement
 of the Claimants right to bring a civil action under Section 502(a) of ERISA,
 following a denial on review of the initial denial.                                            




9

7.3     Review Procedures.

| | (a) |  | Request
 For Review. A request for review of a denied claim must be made in writing to
 the Bank within sixty (60) days after receiving notice of denial. The decision upon
 review will be made within sixty (60) days after the Banks receipt of a request
 for review, unless special circumstances require an extension of time for processing,
 in which case a decision will be rendered not later than one hundred twenty (120)
 days after receipt of a request for review. A notice of such an extension must be
 provided to the Claimant within the initial sixty (60) day period and must explain
 the special circumstances and provide an expected date of decision.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |  | The reviewer
 shall afford the Claimant an opportunity to review and receive, without charge,
 all relevant documents, information and records and to submit issues and comments
 in writing to the Bank. The reviewer shall take into account all comments, documents,
 records and other information submitted by the Claimant relating to the claim regardless
 of whether the information was submitted or considered in the initial benefit determination.                                                                                                                                                                                                                    
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) |  | Manner
 and Content of Notice of Decision on Review. Upon completion of its review of
 an adverse claim determination, the Bank will give the Claimant, in writing or by
 electronic notification, a notice containing:                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | (i)   |  | its decision;                                                                                                                                                                                                                                                                                       
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |  |                                                                                                                                                                                                                                                                                                     
| | (ii)  |  | the specific
 reasons for the decision;                                                                                                                                                                                                                                                             
| |       |  |                                                                                                                                                                                                                                                                                                     
| | (iii) |  | the relevant
 provisions of this Plan on which its decision is based;                                                                                                                                                                                                                               
| |       |  |                                                                                                                                                                                                                                                                                                     
| | (iv)  |  | a statement
 that the Claimant is entitled to receive, upon request and without charge, reasonable
 access to, and copies of, all documents, records and other information in the Banks files which is relevant (as defined in applicable ERISA regulations) to the
 Claimants claim for benefits;
| |       |  |                                                                                                                                                                                                                                                                                                     
| | (v)   |  | a statement
 describing the Claimants right to bring an action for judicial review under
 Section 502(a) of ERISA; and                                                                                                                                                                             
| |       |  |                                                                                                                                                                                                                                                                                                     
| | (vi)  |  | if an internal
 rule, guideline, protocol or other similar criterion was relied upon in making the
 adverse determination on review, a statement that a copy of the rule, guideline,
 protocol or other similar criterion will be provided without charge to the Claimant
 upon request.            




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7.4     Calculation
 of Time Periods. For purposes of the time periods specified in this Article,
 the period of time during which a benefit determination is required to be made begins
 at the time a claim is filed in accordance with the procedures of this Plan without
 regard to whether all the information necessary to make a decision accompanies the
 claim. If a period of time is extended due to a Claimants failure to submit
 all information necessary, the period for making the determination shall be tolled
 from the date the notification is sent to the Claimant until the date the Claimant
 responds.

7.5     Legal
 Action. If the Bank fails to follow the claims procedures required by this Article,
 a Claimant shall be deemed to have exhausted the administrative remedies available
 under the Plan and shall be entitled to pursue any available remedy under Section
 502(a) of ERISA on the basis that the Plan has failed to provide a reasonable claims
 procedure that would yield a decision on the merits of the claim. A Claimants
 compliance with the foregoing provisions of this Article is a mandatory requisite
 to a Claimants right to commence any legal action with respect to any claims
 for benefits under the Plan.

7.6     Review
 by the Bank. Notwithstanding anything in this Agreement to the contrary, the
 Bank may determine, in its sole and absolute discretion, to review any claim for
 benefits submitted by a Claimant under this Agreement or to delegate its review
 to a third party, committee or individual.

ARTICLE
 VIII

ADMINISTRATION
 OF THE PLAN

8.1.     Administration
 by the Bank. The Bank shall be responsible for the general operation and administration
 of the Plan and for carrying out the provisions thereof.

8.2.     General
 Powers of Administration. All provisions set forth in the 401(k) Plan with respect
 to the administrative powers and duties of the Bank, expenses of administration,
 and procedures for filing claims shall also be applicable with respect to the Plan.

ARTICLE
 IX

AMENDMENT
 OR TERMINATION

9.1.     Amendment
 or Termination. The Bank intends the Plan to be permanent but reserves the right
 to amend or terminate the Plan when, in the sole opinion of the Bank, such amendment
 or termination is advisable. Any such amendment or termination shall be made pursuant
 to a resolution of the Board. In addition, in the event that the Committee determines,
 after a review




11

of Section 409A of the Code and all applicable Internal Revenue Service
 guidance, that the Plan or payment election form needs to be further amended to
 comply with Section 409A of the Code, the Committee may amend the Plan or the payment
 election form to make any changes required for it to comply with Section 409A of
 the Code.

9.2.     Effect
 of Amendment or Termination.

(a)
     General. No amendment or termination of the Plan shall directly or indirectly
 reduce the vested portion of any account held hereunder as of the effective date
 of such amendment or termination. A termination of the Plan will not be a distributable
 event, except in the three circumstances set forth in Section 9.2(b) below. No additional
 credits with respect to Supplemental ESOP Allocations shall be made to the account
 of a Participant and no additional Years of Service (within the meaning of Section
 6.1) shall be credited after termination of the Plan, but the Company or the Bank
 shall continue to credit gains and losses pursuant to Article IV until the vested
 balance of the Participants account has been fully distributed to the Participant
 or his beneficiary.

(b)
     Termination. Under no circumstances may the Plan permit the acceleration
 of the time or form of any payment under the Plan prior to the payment events specified
 herein, except as provided in this Section 9.2(b). The Company or the Bank may,
 in its discretion, elect to terminate the Plan in any of the following three circumstances
 and accelerate the payment of the entire unpaid balance of the Participants
 vested benefits as of the date of such payment in accordance with Section 409A of
 the Code, provided that in each case the action taken complies with the applicable
 requirements set forth in Treasury Regulation §1.409A-3(j)(4)(ix):

| | (i)  |  | the Plan is
 irrevocably terminated within the 30 days preceding a Change in Control and (1)
 all arrangements sponsored by the Company and the Bank and any successors immediately
 following the Change in Control that would be aggregated with the Plan under Treasury
 Regulation §1.409A-1(c)(2) are terminated with respect to each participant that
 experienced the Change in Control event, and (2) each Participant and all participants
 under the other aggregated arrangements receive all of their benefits under the
 terminated arrangements within 12 months of the date that all necessary action to
 irrevocably terminate the Plan and the other aggregated arrangements is taken;
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii) |  | the Plan is
 irrevocably terminated at a time that is not proximate to a downturn in the financial
 health of the Company or the Bank and (1) all arrangements sponsored by the Company
 and the Bank that would be aggregated with the Plan under Treasury Regulation §1.409A-1(c)
 if a Participant participated in such arrangements are terminated, (2) no payments
 are made within 12 months of the date the Company and the Bank take all necessary
 action to irrevocably terminate the arrangements, other than payments that would
 be payable under the terms of the arrangements if the termination had not occurred;
 (3) all payments are made within 24 months of the date              




12

| |       |  | the Company and the Bank
 take all necessary action to irrevocably terminate the arrangements; and (4) neither
 the Company nor the Bank adopts a new arrangement that would be aggregated with
 the Plan under Treasury Regulation §1.409A-1(c) if a Participant participated in
 both arrangements, at any time within three years following the date the Company
 and the Bank take all necessary action to irrevocably terminate the Plan; or                                         
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii) |  | the Plan is
 terminated within 12 months of a corporate dissolution taxed under Section 331 of
 the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A),
 provided that the amounts deferred by the Participant under the Plan are included
 in each Participants gross income in the later of (1) the calendar year
 in which the termination of the Plan occurs, or (2) the first calendar year in
 which the payment is administratively practicable.

ARTICLE
 X

GENERAL
 PROVISIONS

10.1.     Participants Rights Unsecured. To fund its obligations under the Plan,
 the Bank may elect to form a trust, or to utilize a pre-existing trust, to purchase
 and hold shares of Company Common Stock, subject to compliance with all applicable
 tax and securities laws. If the Bank elects to use a trust to fund its obligations
 under the Plan, a Participant shall have no right to demand the transfer to him
 of stock or other assets from the Bank or from such trust formed or utilized by
 the Bank. Any shares of Company Common Stock held in a trust may be distributed
 to a Participant in payment of part or all of the Banks obligations under
 the Plan. The right of a Participant or his designated beneficiary to receive a
 distribution hereunder shall be an unsecured claim against the general assets of
 the Bank, and neither the Participant nor a designated beneficiary shall have any
 rights in or against any specific assets of the Bank.

10.2.     General Conditions. Nothing in this Plan shall operate or be construed in any
 way to modify, amend or affect the terms and provisions of the 401(k) Plan and the
 ESOP.

10.3.     No Guarantee of Benefits. Nothing contained in the Plan shall constitute a guarantee
 by the Bank or any other person or entity that the assets of the Bank will be sufficient
 to pay any benefit hereunder.

10.4.     No Enlargement of Employee Rights. No Participant shall have any right to receive
 a distribution of contributions made under the Plan except in accordance with the
 terms of the Plan. Establishment of the Plan shall not be construed to give any
 Participant the right to be retained in the service of the Bank.

10.5.     Spendthrift Provision. No interest of any person or entity in, or right to receive a distribution
 under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge,




13

attachment, garnishment, or other alienation or encumbrance of any kind; nor may
 such interest or right to receive a distribution be taken, either voluntarily or
 involuntarily, for the satisfaction of the debts of, or other obligations or claims
 against, such person or entity, including claims for alimony, support, separate
 maintenance and claims in bankruptcy proceedings.

10.6.     Applicable Law. The Plan shall be construed and administered under the laws of the State
 of Connecticut to the extent such laws are not superseded by federal law.

10.7.     Incapacity of Recipient. If any person entitled to a distribution under the Plan is deemed
 by the Bank to be incapable of personally receiving and giving a valid receipt for
 such payment, then, unless and until claim therefor shall have been made by a duly
 appointed guardian or other legal representative of such person, the Bank may provide
 for such payment or any part thereof to be made to any other person or institution
 then contributing toward or providing for the care and maintenance of such person.
 Any such payment shall be a payment for the account of such person and a complete
 discharge of any liability of the Bank and the Plan therefor.

10.8.     Corporate Successors. The Plan shall not be automatically terminated by a transfer
 or sale of assets of the Bank or by the merger or consolidation of the Bank into
 or with any other company or other entity, but the Plan shall be continued after
 such sale, merger or consolidation only if and to the extent that the transferee,
 purchaser or successor entity agrees to continue the Plan. In the event that the
 Plan is not continued by the transferee, purchaser or successor entity, then the
 Plan shall terminate subject to the provisions of Section 9.2 of the Plan. Notwithstanding
 the above, the Plan shall terminate at the same time as the 401(k) Plan or ESOP
 is terminated and all benefits hereunder shall become payable pursuant to the provisions
 of Section 9.2 of the Plan.

10.9.     Unclaimed Benefit. Each Participant shall keep the Bank informed of his current
 address and the current address of his designated beneficiary. The Bank shall not
 be obligated to search for the whereabouts of any person. If the location of a Participant
 is not made known to the Bank within three (3) years after the date on which payment
 of the Participants account may first be made, payment may be made as though
 the Participant had died at the end of the three-year period. If, within one additional
 year after such three-year period has elapsed, or, within three years after the
 actual death of a Participant, the Bank is unable to locate any designated beneficiary
 of the Participant, then the Bank shall have no further obligation to pay any benefit
 hereunder to such Participant or designated beneficiary and such benefit shall be
 irrevocably forfeited.

10.10.     Limitations on Liability. Notwithstanding any of the preceding provisions of
 the Plan, neither the Bank nor any individual acting as employee or agent of the
 Bank shall be liable to any Participant, former Participant or other person for
 any claim, loss, liability or expense incurred in connection with the Plan.

10.11     Gender and Number. Whenever any words are used herein in the masculine, feminine
 or neuter gender, they shall be construed as though they were also used in another
 gender in all cases where they would so apply, and whenever any words are used herein
 in the singular or plural form, they shall be construed as though they were also
 used in the other form in all cases where they would so apply.




14

IN WITNESS
 WHEREOF, the Bank has caused this Plan to be executed by its duly authorized
 officers on this 23rd day of September 2008.

|                                  |  | NEWALLIANCE
 BANK                    
|--------------------------------- |  | -------------------------------------
|                                  |  |                                      
|Attest:                           |  |                                      
|                                  |  |                                      
|By: /s/ Patricia
 M. Pacelli      |  | By: /s/ Peyton
 R. Patterson         
|Name: Patricia
 M. Pacelli        |  | Name: Peyton
 Patterson              
|Title: Asst.
 Corporate Secretary |  | Title: Chairman,
 President and Chief
|                                  |  | Executive
 Officer                   




APPENDIX A

The Board
 and Bank have designated the following persons as Participants in its 401(k) Plan
 Supplemental Executive Retirement Plan:

|   |  | Current Participants   |  | Effective
 Date
|-- |  | ---------------------- |  | ---------------
|   |  |                       
|1. |  | Peyton R.
 Patterson   |  | April 1, 2004  
|2. |  | Merrill B.
 Blanksteen |  | April 1, 2004  
|3. |  | Gail E. D.
 Brathwaite |  | April 1, 2004  
|4. |  | Donald T.
 Chaffee     |  | April 1, 2004  
|5. |  | Koon-Ping
 Chan        |  | April 1, 2004  
|6. |  | J. Edward
 Diamond     |  | April 1, 2004  
|7. |  | Paul A. McCraven       |  | April 1, 2004  
|8. |  | Diane L. Wishnafski    |  | April 1, 2004  
|   |  |                        |  |                




APPENDIX B

PAYMENT ELECTION FORM

THE NEWALLIANCE BANK 401(k) PLAN
AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Date


I acknowledge
 receipt of a copy of the 401(k) Plan Amended and Restated Supplemental Executive
 Retirement Plan (the Plan) of NewAlliance Bank (the Bank)
 and understand that the Plan and this Payment Election Form constitute a binding
 agreement between myself and the Bank. I further acknowledge that I have no rights
 to any amounts deferred pursuant to the Plan until the time of distribution pursuant
 to the provisions of Article VI of the Plan.

This Payment
 Election Form sets forth below my election as to the timing of payment of the vested
 portion of my Accumulation Account (as defined in the Plan) under the Plan. All
 payments under the Plan will be subject to the terms and conditions of the Plan
 which are incorporated herein by reference. Any capitalized terms used in this Payment
 Election Form but not otherwise defined herein shall have the meanings set forth
 in the Plan.

I acknowledge
 that my election will apply to all amounts deferred on my behalf under the Plan
 and can only be changed in a manner which complies with Section 409A of the Internal
 Revenue Code. Please note that a distribution of your Stock Units Account will be
 solely in the form of Company Common Stock (as defined in the Plan). Cash will not
 be paid in lieu of fractional shares in order to preserve preferential accounting
 treatment on behalf of the Plan.

My period
 of deferral, with respect to amounts deferred under the Plan, shall expire at the
 earliest time specified below (check as many as apply to you):

|G |  | 1. |  | Upon my Separation from Service, excluding termination due to death or Disability
 or in connection with a Change in Control, I elect to receive settlement of my Accumulation
 Account by (check one):
|- |  | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |  |    |  |                                                                                                                                                                                                        
|  |  |    |  | _____                                                                                                                                                                                                  
|  |  |    |  |                                                                                                                                                                                                        
|  |  |    |  | _____                                                                                                                                                                                                  
|  |  |    |  |                                                                                                                                                                                                        




|and/or |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|------ |  | -- |  | -------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|G      |  | 2. |  | Upon my termination of employment due to death or Disability,
I elect to receive settlement of my Accumulation Account by (check one):
|       |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|       |  |    |  | _____                                                                                                                                  | Lump sum distribution as soon as administratively feasible after the
occurrence of such event; or                                                                  
|       |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|       |  |    |  | _____                                                                                                                                  | Commencement of ____ annual installment payments as soon as administratively feasible after the occurrence
of such event (up to 10 installment payments permitted).
|       |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|and/or |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|       |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|G      |  | 3. |  | Upon the occurrence of a Change in Control, I elect to receive settlement of my
Accumulation Account by (check one):                  
|       |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|       |  |    |  | _____                                                                                                                                  | Lump sum distribution as soon as administratively feasible after the occurrence of such event; or                                                                  
|       |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|       |  |    |  | _____                                                                                                                                  | Commencement of ____ annual installment payments as soon as administratively feasible after the occurrence of such event
(up to 10 installment payments permitted).
|       |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|and/or |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|       |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|G      |  | 4. |  | On ________ ___, 20__, I elect to receive my Accumulation Account by (check one):                                                     
|       |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|       |  |    |  | _____                                                                                                                                  | Lump sum settlement; or                                                                                                                                            
|       |  |    |  |                                                                                                                                        |                                                                                                                                                                    
|       |  |    |  | _____                                                                                                                                  | Commencement of ____ annual installment payments (up to 10 installment payments permitted).                                                                        

I understand
 that any balance remaining in my Accumulation Account, as of the date of the last
 distribution to be made to me pursuant to my elections above, will be added to and
 distributed in said last distribution.

2




I understand that if I subsequently
 elect on or after January 1, 2009 to change my payment election to delay the timing
 of the payment from the timing that I previously elected, then (1) the subsequent
 election must be made before I have a Separation from Service, (2) the subsequent
 election cannot take effect until at least 12 months after the date on which the
 subsequent election is made and accepted by the Committee, (3) the first payment
 pursuant to the subsequent election (other than elections with respect to death
 or Disability) shall be deferred for at least five years from the date the payment
 would otherwise have been made, and (4) the subsequent election must be made at least 12 months before the date
 on which any benefit payments as of a fixed date or pursuant to a fixed schedule
 are scheduled to commence.

| | PARTICIPANT  
| | -------------
| |              
| | Signature:   
| |              
| | Printed Name:

The Bank hereby acknowledges the receipt of thisPayment Election Form.

|Name: ___________________________________          | 
|-------------------------------------------------- | 
|                                                   | 
|Date Received: ___________________________________ | 

3