**Exhibit 10.7.2**

 

**TWO-YEAR CHANGE IN CONTROL AGREEMENT**

 

THIS CHANGE IN CONTROL AGREEMENT is dated this first day of April 2004, by and between NewAlliance Bank, a Connecticutsavings bank (the “Bank” or the “Employer”), and Paul A. McCraven (the “Executive”). 

 

**WITNESSETH**

 

WHEREAS, the Bank has converted from the mutual to the stock form of organization (the “Conversion”) and has concurrently become a wholly owned subsidiary of NewAlliance Bancshares, Inc., a business corporation organized under thelaws of the State of Delaware (the “Company”); 

 

WHEREAS, the Executive is currently employed as a Senior Vice President of the Bank; 

 

WHEREAS, the Company and the Bank desire to be ensured of the Executive’s continued active participation in the business of the Bank; and 

 

WHEREAS, in order to induce the Executive to remain in the employ of the Bank and in consideration of the Executive’sagreeing to remain in the employ of the Bank, the parties desire to specify the severance benefits which shall be due the Executive in the event that his employment with the Bank is terminated under specified circumstances; 

 

NOW THEREFORE, in consideration of the mutual agreements herein contained,and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows: 

 

**1. Definitions.** The following words and terms shall have the meanings set forth below for the purposes of this Agreement: 

 

(a) **Annual Compensation.** The Executive’s “AnnualCompensation” for purposes of this Agreement shall be deemed to mean the sum of (i) the Executive’s base salary in effect as of the Date of Termination of his employment and (ii) the highest level of cash incentive compensation earned bythe Executive from the Bank or any subsidiary thereof in any one of the three calendar years immediately preceding the year in which the termination occurs; *provided, however*, for purposes of clause (ii) bonuses earned under the Bank’sPerformance Unit Plan will not be included in cash incentive compensation for purposes of determining average cash incentive compensation. 

 

(b) **Cause.** Termination of the Executive’s employment for “Cause” shall mean termination because of personal dishonesty,incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or finalcease-and-desist order. For purposes of this paragraph, no act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive not in 

 

good faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Employers. 

 

(c) **Change in Control.** “Change in Control shall mean theoccurrence of any of the following events: 

 

(i) approval by the shareholders of the Company of a transaction that would result and does result in the reorganization, merger or consolidation of the Company, with one or more other persons, other than a transaction following which:

 

(A) at least 51% of the equity ownershipinterests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) in substantially the same relativeproportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Company; and 

 

(B) at least 51% of the securities entitled to votegenerally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who,immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Company; 

 

(ii) the acquisition of all or substantially all of theassets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person orby any persons acting in concert, or approval by the shareholders of the Company of any transaction which would result in such an acquisition; 

 

(iii) a complete liquidation or dissolution of the Company or the Bank, or approval by the shareholders of the Company of a plan for suchliquidation or dissolution; 

 

(iv) theoccurrence of any event if, immediately following such event, members of the Company Board who belong to any of the following groups do not aggregate at least a majority of the Board of Directors of the Company (“Company Board”):

 

(A) individuals who were members of theCompany Board on the Effective Date of this Agreement; or 

 

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(B) individuals who first became members of the Company Board after the Effective Date ofthis Agreement either: 

 

(1) upon election toserve as a member of the Company Board by the affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereof, in office at the time of such first election; or 

 

(2) upon election by the shareholders of the Company Boardto serve as a member of the Company Board, but only if nominated for election by the affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereof, in office at the time of such first nomination; 

 

*provided that* such individual’s election or nomination didnot result from an actual or threatened election contest or other actual or threatened solicitation of proxies or consents other than by or on behalf of the Company Board; or 

 

(v) any event which would be described in Section 1(c)(i), (ii), (iii) or (iv) if the term “Bank”were substituted for the term “Company” therein and the term “Bank Board” were substituted for the term “Company Board” therein. 

 

In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Bank or asubsidiary of either of them, by the Company, the Bank, any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 1(c), the term “person” shall include the meaning assigned toit under Sections 13(d)(3) or 14(d)(2) of the Exchange Act. 

 

(d) **Code.** “Code” shall mean the Internal Revenue Code of 1986, as amended. 

 

(e) **Date of Termination.** “Date of Termination” shall mean (i) if the Executive’s employment is terminated for Cause, the date onwhich the Notice of Termination is given, and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination. 

 

(f) **Disability.** Termination by the Employer of the Executive’s employment based on “Disability” shallmean termination because of any physical or mental impairment which qualifies the Executive for disability benefits under the applicable long-term disability plan maintained by the Employer or any subsidiary or, if no such plan applies, which wouldqualify the Executive for disability benefits under the Federal Social Security System. 

 

(g) **Good Reason.** Termination by the Executive of the Executive’s employment for “Good Reason” shall mean termination by the Executive following a Change in Control based on: 

 

(i) Without the Executive’s express written consent,the assignment by the Employer to the Executive of any duties which are materially inconsistent with the Executive’s positions, duties, responsibilities and status with the Employer immediately prior to a Change in Control, or a material changein the Executive’s reporting responsibilities, titles or offices as an employee and as in effect immediately prior to such 

 

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a Change in Control, or any removal of the Executive from or any failure to re-elect the Executive to any of such responsibilities, titles or offices, exceptin connection with the termination of the Executive’s employment for Cause, Disability or Retirement or as a result of the Executive’s death or by the Executive other than for Good Reason; 

 

(ii) Without the Executive’s express written consent, areduction by the Employer in the Executive’s base salary as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter or a reduction in the package of fringe benefits providedto the Executive; 

 

(iii) A Board approvedchange in the Executive’s principal place of employment by a distance in excess of 50 miles from its location immediately prior to the Change in Control; 

 

(iv) Any purported termination of the Executive’s employment for Disability or Retirement which is not effected pursuant to aNotice of Termination satisfying the requirements of paragraph (i) below; or 

 

(v) The failure by the Employer to obtain the assumption of and agreement to perform this Agreement by any successor as contemplated in Section 10 hereof. 

 

(h) **IRS.** IRS shall mean the Internal Revenue Service. 

 

(i) **Notice of Termination.** Any purported termination of the Executive’s employment by the Employer for anyreason, including without limitation for Cause, Disability or Retirement, or by the Executive for any reason, including without limitation for Good Reason, shall be communicated by written “Notice of Termination” to the other party hereto.For purposes of this Agreement, a “Notice of Termination” shall mean a dated notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstancesclaimed to provide a basis for termination of the Executive’s employment under the provision so indicated, (iii) specifies a Date of Termination, which shall be not less than thirty (30) nor more than ninety (90) days after such Notice ofTermination is given, except in the case of the Employer’s termination of the Executive’s employment for Cause, which shall be effective immediately; and (iv) is given in the manner specified in Section 11 hereof. 

 

(j) **Retirement.** “Retirement” shall mean voluntarytermination by the Executive in accordance with the Employer’s retirement policies, including early retirement, generally applicable to their salaried employees. 

 

**2. Term of Agreement.** The term of this Agreement shall be for two years, commencing on the date of this Agreement(the “Effective Date”). Prior to the first annual anniversary of the date first above written and each annual anniversary thereafter, the Board of Directors of the Bank shall consider and review (after taking into account all relevantfactors, including the Executive’s performance) a one-year extension of the term of this Agreement, and the term shall continue to extend each year (beginning with the first annual anniversary date) if 

 

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the Board of Directors so approves such extension unless the Executive gives written notice to the Employer of the Executive’s election not to extendthe term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If the Board of Directors elects not to extend the term, it shall give written notice of such decision to the Executive not less than ninety(90) days prior to any such anniversary date. Upon termination of the Executive’s employment with the Employer for any reason whatsoever, any annual extensions provided pursuant to this Section 2, if not theretofore discontinued, shallautomatically cease. Furthermore, nothing in this Agreement shall be deemed to prohibit the Employer at any time from terminating the Executive’s employment during the term of this Agreement with or without notice for any reason, subject,however, to such rights and obligations of the Employer and the Executive in the event of any such termination as may be provided for under this Agreement. In addition, no annual renewals shall extend beyond the Executive’s 65th birthday, and in no event shall the term of this Agreement extend beyond the Executive’s 65th birthday. 

 

**3. Benefits Upon Termination.** If the Executive’s employment by the Employer shall be terminated subsequent to a Change in Control and duringthe term of this Agreement by (i) the Employer for other than Cause, Disability, Retirement or the Executive’s death or (ii) the Executive for Good Reason, then the Employer shall 

 

(a) pay to the Executive in a lump sum as of the Date of Termination: 

 

(i) a cash severance amount equal to two (2) times theExecutive’s Annual Compensation; and 

 

(ii) an amount equal to the pro rata portion of any target bonus awarded to the Executive under the Bank’s Executive Incentive Plan (or such other short-term incentive compensation plan(s) that the Employer may adopt subsequent to thedate hereof as a replacement therefor) which relates to the calendar year in which such termination occurs; *provided that*, such pro rata portion will be calculated by multiplying the amount of the target bonus by a fraction the numerator ofwhich is the number of days elapsed in the calendar year as of the Date of Termination and the denominator is 365; and 

 

(b) maintain and provide for a period ending the earlier of (i) the expiration of the remaining term of this Agreement as of the Date of Termination or(ii) the date of the Executive’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no greatercost to the Executive than he is paying as of the Date of Termination, the Executive’s continued participation in all group insurance, life insurance, health and accident insurance, disability insurance and other similar types of employeebenefit plans, programs and arrangements offered by the Employer in which the Executive was entitled to participate immediately prior to the Date of Termination (excluding other types of benefits, plans or arrangements including (w) theCompany’s Employee Stock Ownership Plan, (y) stock benefit plans of the Company or the Bank and (z) cash incentive compensation included in Annual Compensation). In the event that the Employer is unable to provide the benefits set forth in thissubparagraph (b) due to the change in Executive’s status to that of a non-employee, the Employer 

 

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shall include in the lump sum payment due pursuant to the terms of Section 3 the value of the benefits required to be provided by this subparagraph (b).

 

**4. Limitation of Benefits under Certain Circumstances.**If the payments and benefits pursuant to Section 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employer, would constitute a “parachute payment” under Section 280Gof the Code, the payments and benefits payable by the Employer pursuant to Section 3 hereof shall be reduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the paymentsand benefits payable by the Employer under Section 3 being non-deductible to the Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the paymentsand benefits to be made pursuant to Section 3 shall be based upon the opinion of independent counsel selected by the Employer’s independent public accountants and paid by the Employer. Such counsel shall be reasonably acceptable to the Employerand the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing containedherein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 4, or a reduction in the payments and benefitsspecified in Section 3 below zero. 

 

**5. Mitigation;Exclusivity of Benefits.**

 

(a) The Executive shall not berequired to mitigate the amount of any benefits hereunder by seeking other employment or otherwise. The amount of severance to be provided pursuant to Sections 3(a) and 3(b) hereof shall not be reduced by any compensation earned by or benefitsprovided to the Executive as a result of employment by another employer after the Date of Termination or otherwise. 

 

(b) The specific arrangements referred to herein are not intended to exclude any other benefits which may be available to the Executive upon a terminationof employment with the Employer pursuant to employee benefit plans of the Employer or otherwise. 

 

**6. Withholding.** All payments required to be made by the Employer hereunder to the Executive shall be subject to the withholding of such amounts, ifany, relating to tax and other payroll deductions as the Employer may reasonably determine should be withheld pursuant to any applicable law or regulation. 

 

**7. Nature of Employment and Obligations.**

 

(a) Nothing contained herein shall be deemed to create other than a terminable at will employment relationship between the Employer and the Executive, andthe Employer may terminate the Executive’s employment at any time, subject to providing any payments specified herein in accordance with the terms hereof. 

 

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(b) Nothing contained herein shall create or require the Employer to create a trust of any kind to fundany benefits which may be payable hereunder, and to the extent that the Executive acquires a right to receive benefits from the Employer hereunder, such right shall be no greater than the right of any unsecured general creditor of the Employer.

 

**8. Source of Payments**. It is intended by the partieshereto that all payments provided in this Agreement shall be paid in cash or check from the general funds of the Bank. 

 

**9. No Attachment**. 

 

(a) Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale,assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of noeffect. 

 

(b) This Agreement shall be binding upon, and inure tothe benefit of, the Executive, the Bank and their respective successors and assigns. 

 

**10. Assignability.** The Employer may assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation, bank or other entity with or into which the Employer mayhereafter merge or consolidate or to which the Employer may transfer all or substantially all of its assets, if in any such case said corporation, bank or other entity shall by operation of law or expressly in writing assume all obligations of theEmployer hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or their rights and obligations hereunder. The Executive may not assign or transfer this Agreement or any rights or obligationshereunder. 

 

**11. Notice.** For the purposes of thisAgreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid,addressed to the respective addresses set forth below: 

 

To the Bank:
  
Secretary
   NewAlliance Bank   195 Church Street   New Haven, CT 06510
To the Executive:
  Paul A. McCraven   At the address last appearing   on the personnel records of   the Executive
 

**12. Amendment;Waiver.** No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or officers as may be specifically designated by the

 

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Board of Directors of the Employer to sign on its behalf. No waiver by either party hereto at any time of any breach by any other party hereto of, orcompliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 

 

**13. Governing Law.** The validity, interpretation, construction andperformance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the substantive laws of the State of Connecticut. 

 

**14. Headings.** The section headings contained in this Agreement are for reference purposes only and shall not affectin any way the meaning or interpretation of this Agreement. 

 

**15. Validity.** The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. 

 

**16. Counterparts.** This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 

 

**17. Regulatory Provisions.**

 

(a) The Employer may terminate the Executive’s employment at any time, but any termination by the Employers, other than termination for Cause, shallnot prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 1(b)hereof. 

 

(b) Notwithstanding any other provision of thisAgreement to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. §1828(k)) and theregulations promulgated thereunder, including 12 C.F.R. Part 359. 

 

**18. Solicitation.**

 

The Executive herebycovenants and agrees that, for a period of one year following his termination of employment with the Employer for any reason, he shall not, without the written consent of the Employer, either directly or indirectly: 

 

(a) solicit, offer employment to, or take any other actionintended, or that a reasonable person acting in like circumstances would expect, to have the effect of causing any officer or employee of the Employer or any of its subsidiaries or affiliates to terminate his or her employment and accept employmentor become affiliated with, or provide services for compensation in any capacity whatsoever to, any savings bank, savings and loan association, bank, bank holding company, savings and loan holding company, or other institution engaged in the businessof accepting deposits, making loans 

 

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or doing business within any county in which the Company or the Bank maintains an office as of the date of termination of the Executive’s employment;

 

(b) provide any information, advice orrecommendation with respect to any such officer or employee to any savings bank, savings and loan association, bank, bank holding company, savings and loan holding company, or other institution engaged in the business of accepting deposits, makingloans or doing business within any county in which the Company or the Bank maintains an office as of the date of termination of the Executive’s employment, that is intended, or that a reasonable person acting in like circumstances would expect,to have the effect of causing any officer or employee of the Employer or any of its subsidiaries or affiliates to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacitywhatsoever to, any savings bank, savings and loan association, bank, bank holding company, savings and loan holding company, or other institution engaged in the business of accepting deposits, making loans or doing business within any county inwhich the Company or the Bank maintains an office as of the date of termination of the Executive’s employment; or 

 

(c) solicit, provide any information, advice or recommendation or take any other action intended, or that a reasonable person acting inlike circumstances would expect, to have the effect of causing any customer of the Company or the Bank to terminate an existing business or commercial relationship with the Company or the Bank.****

 

**19. Arbitration**. Any dispute, controversy or claim arising out of orrelating to this Agreement or the breach thereof, shall be submitted to and finally settled by arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (the “AAA”) thenin effect before a panel of three arbitrators selected by the Bank. Arbitration shall occur in New Haven, Connecticut or such other location as may be mutually agreed to by the parties. 

 

The award made by all or a majority of the panel of arbitrators shall be final and binding, and judgment may be enteredbased upon such award in any court of law having competent jurisdiction. The award is subject to confirmation, modification, correction or vacation only as explicitly provided in Title 9 of the United States Code. The prevailing party shall beentitled to receive any award of pre- and post-award interest as well as attorney’s fees incurred in connection with the arbitration and any judicial proceedings related thereto. The parties acknowledge that this Agreement evidences atransaction involving interstate commerce. The United States Arbitration Act and the Rules shall govern the interpretation, enforcement, and proceedings pursuant to this Section. Any provisional remedy which would be available from a court of lawshall be available from the arbitrators to the parties to this Agreement pending arbitration. Either party may make an application to the arbitrators seeking injunctive relief to maintain the status quo, or may seek from a court of competentjurisdiction any interim or provisional relief that may be necessary to protect the rights and property of that party, until such times as the arbitration award is rendered or the controversy otherwise resolved. 

 

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**20. Payment of Costs and Legal Fees**. All reasonable costs and legal fees paid or incurred by theExecutive pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by the Bank if the Executive is successful on the merits pursuant to a legal judgment, arbitration or settlement. 

 

**21. Entire Agreement.** This Agreement embodies the entire agreementbetween the Employer and the Executive with respect to the matters agreed to herein. All prior agreements between the Employer and the Executive, if any, with respect to the matters agreed to herein are hereby superseded and shall have no force oreffect, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject toreceiving fewer benefits than those available to him without reference to this Agreement. 

 

IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed by its duly authorized officers and the Executive has hereunto set his hand, all as of the date first above written. 

 

**THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BEENFORCED BY THE PARTIES.**

 

Attest:
   **NEWALLIANCE BANK**
/s/ William W. Bouton III
   By: 
/s/ Peyton R. Patterson
      
Peyton R. Patterson, Chairman, President and