Exhibit 10.7 Reader



RELEASE,
CONSULTING AND NONCOMPETITION
AGREEMENT


    This Release,
Consulting and Noncompetition Agreement (this “Agreement”) is entered into as of
April 12, 2005, by and between NewAlliance Bancshares, Inc., a Delaware
corporation (“NewAlliance”), NewAlliance Bank, a Connecticut savings bank and a
wholly-owned subsidiary of NewAlliance (“NewAlliance Bank”), Cornerstone
Bancorp, Inc., a Connecticut corporation (“Cornerstone”), Cornerstone Bank, a
Connecticut bank and a wholly-owned subsidiary of Cornerstone (“Cornerstone
Bank”), and Paul H. Reader (the “Consultant”).




RECITALS:




WHEREAS, the
Consultant is currently the Senior Vice President of Cornerstone and the Senior
Executive Vice President of Cornerstone Bank;




WHEREAS,
pursuant to an Agreement and Plan of Merger, dated as of April 12, 2005 (the
“Merger Agreement”), by and among NewAlliance, NewAlliance Bank, Cornerstone and
Cornerstone Bank, Cornerstone will merge with and into NewAlliance, with
NewAlliance being the surviving entity (the “Merger”), and Cornerstone Bank will
merge with and into NewAlliance Bank, with NewAlliance Bank being the surviving
entity;




WHEREAS, the
parties hereto recognize and acknowledge the interest of NewAlliance and
NewAlliance Bank in protecting the business and goodwill associated with
Cornerstone and Cornerstone Bank following the Merger by having the Consultant
enter into this Agreement; and




WHEREAS,
NewAlliance and NewAlliance Bank desire to have the Consultant provide, and the
Consultant is willing to provide NewAlliance and NewAlliance Bank with, the
consulting services on the terms and conditions set forth herein.




NOW
THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:




1. Defined
Terms.




Any
capitalized terms not defined in this Agreement shall have as their meanings the
definitions contained in the Merger Agreement.




2. Consultancy.




(a) Subject
to the provisions of Section 2(d) hereof, the parties hereto agree that, during
the six-month period immediately following the Effective Time of the Merger (the
“Consulting Period”), the Consultant undertakes to provide his personal advice
and counsel to NewAlliance and its subsidiaries and affiliates (including
NewAlliance Bank) in connection with the business of NewAlliance and its
subsidiaries, including, but not limited to, consulting with NewAlliance
regarding the operations and customer relationships of 

















NewAlliance
and its subsidiaries, providing introductions to customers and providing
personal services similar to those the Consultant is currently providing
Cornerstone and Cornerstone Bank (collectively the “Consulting Services”),
subject to the terms and conditions which are set forth herein. The Consultant
shall provide such Consulting Services as may be requested from time to time by
the Executive Vice President - Business Banking of NewAlliance Bank, and if he
or she is not in the office on the date in question, then by the President and
Chief Executive Officer of NewAlliance, and if he or she is also not in the
office on the date in question, then by the Executive Vice President and Chief
Operating Officer of NewAlliance. During the Consulting Period, the Consultant
shall be available to devote his full business time, attention, skills and
effort (other than during holidays, vacations and periods of illness) to the
business and affairs of NewAlliance and its subsidiaries and affiliates and
shall use his reasonable best efforts to promote the interests of NewAlliance
and its subsidiaries and affiliates. Such Consulting Services may be provided in
person, telephonically, electronically or by correspondence as NewAlliance,
NewAlliance Bank and the Consultant may agree. The Consultant shall be available
for meetings at the principal executive offices of NewAlliance and NewAlliance
Bank at such times as shall be reasonable and appropriate.





(b) During
the Consulting Period, NewAlliance or NewAlliance Bank shall reimburse the
Consultant or otherwise provide for or pay for all reasonable expenses incurred
by the Consultant at the request of NewAlliance or NewAlliance Bank, subject to
such documentation and prior approval as may be required by NewAlliance or
NewAlliance Bank, including but not limited to payment of club membership dues
and assessments for the Executive (which shall not exceed an aggregate of $5,000
per year). In addition, during the Consulting Period, NewAlliance Bank shall
provide the Consultant with the continued use of an automobile of the same make,
year and model as provided by Cornerstone Bank to the Consultant as of the date
of this Agreement, with NewAlliance Bank paying the costs for fuel, insurance,
maintenance and repairs of the automobile during the Consulting
Period.




(c) During
the Consulting Period, the Consultant shall be treated as an independent
contractor and shall not be deemed to be an employee of NewAlliance or any
subsidiary or affiliate of NewAlliance.




(d) The
Consultant may terminate the Consulting Period by providing thirty (30) days
written notice to NewAlliance and NewAlliance Bank. In addition, the Consulting
Period shall automatically terminate by reason of the death of the Consultant
and no notice of termination shall be required. NewAlliance or NewAlliance Bank
may terminate the Consulting Services for Cause as hereinafter defined, in which
event the Consulting Period will end as of the date the Consulting Services are
terminated.




(e) For
purposes of this Agreement, termination for “Cause” shall mean a discharge
because the Board of Directors of NewAlliance or NewAlliance Bank (the
“NewAlliance Board”) determines that the Consultant has: (A) willfully
failed to perform his assigned duties under this Agreement, other than any
failure resulting from the Consultant's incapacity due to physical or mental
injury or illness; (B) committed an act involving moral turpitude in connection
with his Consulting Services; (C) engaged in willful misconduct;
(D) breached 







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his
fiduciary duties for personal profit; (E) willfully violated, in any
material respect, any law, rule or regulation (other than traffic violations or
similar offenses), written agreement or final cease-and-desist order with
respect to his performance of services for NewAlliance or its subsidiaries and
affiliates, as determined by the NewAlliance Board; or (F) materially
breached the terms of this Agreement and failed to cure such material breach
during a 15-day period following the date on which the NewAlliance Board gives
written notice to the Consultant of the material breach. For purposes of the
definition of Cause, no act or failure to act, on the part of the Consultant,
shall be considered "willful" unless it is done, or omitted to be done, by the
Consultant in bad faith or without reasonable belief that the Consultant's
action or omission was in the best interests of NewAlliance or its subsidiaries
and affiliates. Any act, or failure to act, based upon authority given pursuant
to a resolution duly adopted by the NewAlliance Board or based upon the written
advice of counsel for NewAlliance shall be conclusively presumed to be done, or
omitted to be done, by the Consultant in good faith and in the best interests of
NewAlliance or its subsidiaries and affiliates. The cessation of the Consulting
Services shall not be deemed to be for "Cause" within the meaning of this
Section 2(e) unless and until there shall have been delivered to the Consultant
a copy of a resolution duly adopted by the affirmative vote of three-fourths of
the members of the NewAlliance Board at a meeting of such Board called and held
for such purpose (after reasonable notice is provided to the Consultant and the
Consultant is given an opportunity, together with counsel, to be heard before
such Board), finding that, in the good faith opinion of such Board, the
Consultant is guilty of the conduct described in this Section 2(e), and
specifying the particulars thereof in detail.




(f) The
obligations of NewAlliance and NewAlliance Bank under this Agreement are subject
to and contingent upon the Consultant continuing to be employed by Cornerstone
and Cornerstone Bank from the date hereof until the Effective Time of the
Merger.




3. Non-Disclosure
of Confidential Information.




Except in
the course of his services to NewAlliance and NewAlliance Bank hereunder, and in
the pursuit of the business of NewAlliance or any of its subsidiaries or
affiliates, the Consultant shall not, except as required by law, at any time
during or following the Consulting Period, disclose or use any confidential
information or proprietary data of NewAlliance or any of its subsidiaries or
affiliates or predecessors, unless such confidential information or proprietary
data become publicly known through no fault of the Consultant. The Consultant
agrees that all information concerning the identity of the customers of
NewAlliance and its subsidiaries and affiliates and the relations of such
entities with their customers is confidential information. This Section 3 shall
survive the termination or expiration of the Consulting Period.




4. Non-Competition
Provisions.




The
Consultant agrees that during the 18-month period immediately following the
Effective Date of the Merger (the “Non-Competition Period”), the Consultant will
not (i) without the prior written consent of NewAlliance Bank, engage in, become
interested in, directly or indirectly, as a sole proprietor, as a partner in a
partnership, or as a shareholder in a corporation, or become associated with, in
the capacity of employee, director, officer, principal, agent, trustee or in any
other capacity whatsoever, any enterprise or entity located in 







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any of
Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland or
Windham Counties in the State of Connecticut or Kent, Providence or Washington
Counties in the State of Rhode Island (collectively, the “Counties” and
individually a “County”) or in the New York, New York Primary Metropolitan
Statistical Area (“PMSA”), which proprietorship, partnership, corporation,
enterprise or other entity is, or may be deemed to be by NewAlliance Bank,
competitive with any business carried on by NewAlliance, NewAlliance Bank or any
of their subsidiaries, including but not limited to entities which lend money
and take deposits (in each case, a “Competing Business”), provided, however,
that this provision shall not prohibit the Consultant from owning bonds,
non-voting preferred stock or up to five percent (5%) of the outstanding common
stock of any Competing Business if such common stock is publicly traded, (ii)
solicit or induce, or cause others to solicit or induce, any employee of
NewAlliance or any of its subsidiaries to leave the employment of such entities,
or (iii) solicit (whether by mail, telephone, personal meeting or any other
means, excluding general solicitations of the public that are not based in whole
or in part on any list of customers of NewAlliance or any of its subsidiaries)
any customer of NewAlliance or any of its subsidiaries to transact business with
any other entity, whether or not a Competing Business, or to reduce or refrain
from doing any business with NewAlliance or its subsidiaries, or interfere with
or damage (or attempt to interfere with or damage) any relationship between
NewAlliance or its subsidiaries and any such customers. In the event the
Consultant desires to join a Competing Business and requests the written consent
of NewAlliance Bank to permit him to do so during the Non-Competition Period,
the Consultant shall provide the President and Chief Executive Officer of
NewAlliance Bank with the identity of the Competing Business, the nature of his
proposed position, duties and responsibilities with such entity, and such other
information as may be reasonably requested by NewAlliance Bank within fifteen
(15) days of receiving such request. NewAlliance Bank agrees to consider and
review any such request (provided that no more than one request may be submitted
within any 45 day period), and to notify the Consultant of its determination
within thirty (30) days of receiving the information requested pursuant to the
preceding sentence.




5. Compensation.




(a) On
December 30, 2005 and in consideration for the Consultant executing the General
Release attached hereto as Exhibit A in a timely manner so that it is effective
and irrevocable prior to the date of such payment, Cornerstone or Cornerstone
Bank shall pay to the Consultant a lump sum cash amount equal to $722,641, minus
applicable withholding, so that the full amount of such payment is included in
the Consultant’s taxable income for 2005.




(b) In
consideration of the obligations and commitments of the Consultant under this
Agreement, including the execution of the General Release attached hereto as
Exhibit A by the Consultant in a timely manner so that such release is effective
and irrevocable prior to the date of the payment pursuant to Section 5(a)
hereof, NewAlliance or NewAlliance Bank shall pay to the Consultant an amount
equal to $13,333.33 per month on the last business day of each month during the
Consulting Period.








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(c) During
the Consulting Period and for a period of thirty-six months following the
expiration or termination of the Consultant Period, NewAlliance or NewAlliance
Bank shall provide medical, dental, life and accidental death and dismemberment
coverage to the Consultant under the policies offered by NewAlliance and
NewAlliance Bank to their employees, on the same terms and conditions as if the
Consultant was an employee of NewAlliance Bank, with the Consultant responsible
for paying the employee share of any premiums, copayments or deductibles and
with the accident, disability and life insurance coverage subject to the maximum
coverage limits in the current policies of Cornerstone Bank. For purposes of
determining eligibility under such plans, the Consultant shall be credited with
his service as a Cornerstone Bank employee and shall not be subject to any
pre-existing condition limitation for conditions covered under such plans. In
addition, each such plan which provides health insurance benefits shall honor
any deductible and out-of-pocket expenses incurred by the Consultant under any
comparable Cornerstone Bank plan for the plan year in which the Effective Time
occurs.




(d) Notwithstanding
anything contained herein to the contrary, NewAlliance or NewAlliance Bank shall
pay to the Consultant his vested benefits under the Salary Continuation
Agreement between the Consultant and Cornerstone Bank adopted on or about June
7, 2002 and effective as of April 1, 2002 (the “SERP Agreement”), with the
benefits to be paid in the amounts and at the times set forth in the SERP
Agreement, provided that none of the events specified in Article 5 of the SERP
Agreement have occurred. NewAlliance and NewAlliance Bank agree that Cornerstone
Bank and the Executive may amend the SERP if deemed necessary to bring it into
compliance with Section 409A of the Code, provided that NewAlliance and its
counsel shall have an appropriate opportunity to review and comment on such
amendment prior to its adoption. Provided that the Consultant consents to any
amendment to the SERP Agreement that may be deemed necessary or appropriate by
NewAlliance or NewAlliance Bank to comply with Section 409A of the Code,
NewAlliance and NewAlliance Bank agree not to take any action, without the prior
written consent of the Consultant, that would result in any penalty tax or
interest being owed by the Consultant under Section 409A(a)(1)(B) of the Code
with respect to the Consultant’s benefits under the SERP Agreement.

 

6. Certain
Supplemental Payments by NewAlliance.




(a) In the
event that it is determined that part or all of the compensation and benefits to
be paid to the Consultant, whether or not payable hereunder, (i) constitute
“parachute payments” under Section 280G of the Code (the “Payments”), and (ii)
equal or exceed three (3) times the Consultant’s “Base Amount” (as such term is
used under Section 280G of the Code), NewAlliance, on or before the date for
payment of the excise tax imposed under Section 4999 of the Code, shall pay to
or on behalf of the Consultant, in a single lump sum, an amount (the “Gross-Up
Amount”) such that, after payment of all federal, state and local income tax and
any additional excise tax under Section 4999 of the Code in respect of the
Gross-Up Amount payment, the Consultant will be fully reimbursed for the amount
of such excise tax.




(b) The
determination of the Payments, the Base Amount and the Gross-Up Amount, as well
as any other calculations necessary to implement this Section 6 shall be made by
counsel to NewAlliance, with such counsel’s fee to be paid by
NewAlliance.








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(c) As
promptly as practicable following the above determinations, NewAlliance shall
pay to or distribute to or for the benefit of the Consultant such amounts as are
then due to the Consultant under this Agreement and shall promptly pay to or
distribute for the benefit of the Consultant in the future such amounts as
become due to the Consultant under this Agreement.




(d) As a
result of the uncertainty in the application of Section 280G of the Code at the
time of an initial determination hereunder, it is possible that payments will
not have been made by NewAlliance which should have been made under clause (a)
of this Section 6 (“Underpayment”). In the event that there is a final
determination by the Internal Revenue Service, or a final determination by a
court of competent jurisdiction, that an Underpayment has been made and the
Consultant thereafter is required to make any payment of an excise tax, income
tax, any interest or penalty, the firm selected under clause (b) above shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by NewAlliance to or for the benefit of the
Consultant. If and to the extent that the Consultant receives any tax refund
from the Internal Revenue Service that is attributable to payments by
NewAlliance pursuant to this Section 6 of amounts in excess of the actual
Gross-Up Amount as finally determined by the Internal Revenue Service or a court
of competent jurisdiction (“Overpayment”), the Consultant shall promptly pay to
NewAlliance the amount of such refund that is attributable to the Overpayment
(together with any interest paid or credited thereon after taxes applicable
thereto); provided, however, the Consultant shall not have any obligation to pay
NewAlliance any amount pursuant to this Section 6(d) if and to the extent that
any such obligation would cause the arrangement to be treated as a loan or
extension of credit prohibited by applicable law.


 

    7.
Successors and Assigns

 


(a) Each of
NewAlliance and NewAlliance Bank will require any successor or assign (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of its business and/or assets, by agreement in form and
substance satisfactory to the Consultant, expressly, absolutely and
unconditionally to assume and agree to perform this Agreement in the same manner
and to the same extent that NewAlliance or NewAlliance Bank would be required to
perform it if no such succession or assignment had taken place. Any failure of
NewAlliance or NewAlliance Bank to obtain such agreement prior to the
effectiveness of any such succession or assignment shall be a material breach of
this Agreement.




(b) This
Agreement and all rights of the Consultant shall inure to the benefit of and be
enforceable by the Consultant’s personal or legal representatives, estate,
executors, administrators, heirs and beneficiaries. All amounts payable to the
Consultant hereunder shall be paid, in the event of the Consultant’s death, to
the Consultant’s estate, heirs and representatives. Except as provided in this
Section 7, no party may assign this Agreement or any rights, interests, or
obligations hereunder without the prior written approval of the other party.
Subject to the preceding sentence, this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns pursuant to Section 7(a). This Agreement shall not be
terminated by the voluntary or involuntary dissolution of NewAlliance or
NewAlliance Bank.








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8. Enforcement.




(a) This
Agreement shall be construed, enforced and interpreted in accordance with and
governed by the laws of the State of Connecticut, without reference to its
principles of conflict of laws, except to the extent that federal law shall be
deemed to preempt such state laws.




(b) It is the
intention of the parties hereto that the provisions of this Agreement shall be
enforced to the fullest extent permissible under all applicable laws and public
policies, but that the unenforceability or the modification to conform with such
laws or public policies of any provision hereof shall not render unenforceable
or impair the remainder of the Agreement. The covenants in Section 4 of this
Agreement with respect to the Counties and the PMSA shall be deemed to be
separate covenants with respect to each County and PMSA, and should any court of
competent jurisdiction conclude or find that this Agreement or any portion is
not enforceable with respect to any of the Counties or PMSA, such conclusion or
finding shall in no way render invalid or unenforceable the covenants herein
with respect to any other County or PMSA. Accordingly, if any provision shall be
determined to be invalid or unenforceable either in whole or in part, this
Agreement shall be deemed amended to delete or modify as necessary the invalid
or unenforceable provisions to alter the balance of this Agreement in order to
render the same valid and enforceable.




(c) The
Consultant acknowledges that NewAlliance and NewAlliance Bank would not have
entered into the Merger Agreement or intend to consummate the Merger unless the
Consultant had, among other things, entered into this Agreement. Any breach of
Sections 3 or 4 of this Agreement will result in irreparable damage to
NewAlliance and NewAlliance Bank for which NewAlliance and NewAlliance Bank will
not have an adequate remedy at law. In addition to any other remedies and
damages available to NewAlliance and NewAlliance Bank, the Consultant further
acknowledges that NewAlliance and NewAlliance Bank shall be entitled to seek
injunctive relief hereunder to enjoin any breach of Sections 3 or 4 of this
Agreement, and the parties hereby consent to any injunction issued in favor of
NewAlliance and NewAlliance Bank by any court of competent jurisdiction, without
prejudice to any other right or remedy to which NewAlliance and NewAlliance Bank
may be entitled. The Consultant represents and acknowledges that, in light of
his experience and capabilities, the Consultant can obtain employment with other
than a Competing Business or in a business engaged in other lines and/or of a
different nature than those engaged in by NewAlliance or its subsidiaries or
affiliates, and that the enforcement of a remedy by way of injunction will not
prevent the Consultant from earning a livelihood. In the event of a breach of
this Agreement by the Consultant, the Consultant acknowledges that in addition
to or in lieu of NewAlliance or NewAlliance Bank seeking injunctive relief,
NewAlliance or NewAlliance Bank may also seek to recoup any or all amounts paid
by NewAlliance or NewAlliance Bank to the Consultant pursuant to Section 5
hereof. Each of the remedies available to NewAlliance and NewAlliance Bank in
the event of a breach by the Consultant shall be cumulative and not mutually
exclusive.








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9. Amendment.




This
Agreement may be amended or modified at any time by a written instrument
executed by the parties prior to the Effective Time of the Merger and thereafter
by NewAlliance, NewAlliance Bank and the Consultant; provided, however, that if
the NewAlliance Board determines, after a review of Section 409A of the Code and
all applicable Internal Revenue Service guidance, that this Agreement should be
amended to comply with Section 409A of the Code, the NewAlliance Board may amend
this Agreement to make any changes required to comply with Section 409A of the
Code.




 

10. Withholding.




NewAlliance
and NewAlliance Bank shall be entitled to withhold from amounts to be paid to
the Consultant hereunder any federal, state or local withholding or other taxes,
or charge which it is from time to time required to withhold. NewAlliance and
NewAlliance Bank shall be entitled to rely on an opinion of counsel if any
question as to the amount or requirement of any such withholding shall
arise.




11. Notice.




Any
communication required or permitted to be given under this Agreement, including
any notice, direction, designation, consent, instruction, objection or waiver,
shall be in writing and shall be deemed to have been given at such time as it is
delivered personally, or five days after mailing if mailed, postage prepaid, by
registered or certified mail, return receipt requested, addressed to such party
at the address listed below or at such other address as one such party may by
written notice specify to the other party:



	 	 
	 	
      If
      to the Consultant:

	 	 
	 	
      Paul
      H. Reader

	 	
      At
      the address last appearing

	 	
      on
      the records of NewAlliance

	 	 
	 	
      If
      to Cornerstone and Cornerstone Bank:

	 	 
	 	
      Cornerstone
      Bancorp, Inc.

	 	
      Cornerstone
      Bank

	 	
      550
      Summer Street

	 	
      Stamford,
      Connecticut 06901

	 	 
	 	
      Attention:
      Chairman of the Compensation Committee of the
Board




 







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      If
      to NewAlliance and NewAlliance Bank:

	 	 
	 	
      NewAlliance
      Bancshares, Inc.

	 	
      NewAlliance
      Bank

	 	
      195
      Church Street

	 	
      New
      Haven, Connecticut 06510

	 	 
	 	
      (or
      the address of their principal executive office, if
    different)

	 	
      Attention:
      Chairman of the Compensation Committee of the Board

	 	 
	 	
      with
      a copy, in the case of a notice to NewAlliance and NewAlliance Bank,
      to:

	 	
      Elias,
      Matz, Tiernan & Herrick L.L.P.

	 	
      734
      15th
      Street, N.W.

	 	
      Washington,
      D.C. 20005

	 	
      Attention:
      Raymond A. Tiernan, Esq.

	 	
        
      Gerald F. Heupel, Jr., Esq.








     12. Waiver.




Failure
to insist upon strict compliance with any of the terms, covenants or conditions
hereof shall not be deemed a waiver of such term, covenant or condition. A
waiver of any provision of this Agreement must be made in writing, designated as
a waiver, and signed by the party against whom its enforcement is sought. Any
waiver or relinquishment of any right or power hereunder at any one or more
times shall not be deemed a waiver or relinquishment of such right or power at
any other time or times.




13. Counterparts.




This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, and all of which shall constitute one and the same
Agreement.




14. Governing
Law.




This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Connecticut applicable to contracts entered into and to be
performed entirely within the State of Connecticut, except to the extent that
federal law controls.




15. Headings
and Construction.




The
headings of sections in this Agreement are for convenience of reference only and
are not intended to qualify the meaning of any section. Any reference to a
section number shall refer to a section of this Agreement, unless otherwise
stated.








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16. Entire
Agreement.




This
instrument contains the entire agreement of the parties relating to the subject
matter hereof, and supersedes in its entirety any and all prior agreements,
understandings or representations relating to the subject matter hereof,
including but not limited to that certain employment agreement dated as of May
17, 2001 between Cornerstone, Cornerstone Bank and the Consultant (the
“Cornerstone Employment Agreement”). Notwithstanding anything contained herein
to the contrary, this Agreement does not supersede the SERP
Agreement.




17. Effectiveness.




Notwithstanding
anything to the contrary contained in this Agreement, the effectiveness of this
Agreement shall be subject to consummation of the Merger in accordance with the
terms of the Merger Agreement, as the same may be amended by the parties thereto
in accordance with its terms, except that Section 5(a) hereof shall be effective
immediately. In the event the Merger Agreement is terminated for any reason,
this Agreement shall be deemed null and void, including Section 5(a) hereof if
the Merger Agreement is terminated prior to the time the payment pursuant to
Section 5(a) hereof is made.







[Signature
Page Follows]




 







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IN
WITNESS WHEREOF, each of NewAlliance, NewAlliance Bank, Cornerstone and
Cornerstone Bank has caused this Agreement to be executed by its duly authorized
officer, and the Consultant has signed this Agreement, effective as of the date
first above written.








	
      WITNESS:
	
      CONSULTANT:

	 	 
	
      /s/
      Leigh A. Hardisty
	
      /s/
      Paul H. Reader

	
      Name:
	
      Name:
      Paul H. Reader

	
      Title:
      Secretary
	
       

	 	 
	 	 
	
      ATTEST:
	
      NEWALLIANCE
      BANCSHARES, INC.

	 	 
	
      /s/
      Noel Rendell
	
      By:
      /s/ Merrill B. Blanksteen

	
      Name:
      Noel Rendell
	
      Name:
      Merrill B. Blanksteen

	
      Title:
      Corporate Secretary
	
      Title:
      Executive Vice President and CFO

	 	 
	 	 
	
      ATTEST:
	
      NEWALLIANCE
      BANK

	 	 
	 	 
	
      /s/
      Noel Rendell
	
      By:
      /s/ Merrill B. Blanksteen

	
      Name:
      Noel Rendell
	
      Name:
      Merrill B. Blanksteen

	
      Title:
      Corporate Secretary
	
      Title:
      Executive Vice President and CFO

	 	 
	 	 
	
      ATTEST:
	
      CORNERSTONE
      BANCORP, INC.

	 	 
	
      /s/
      Leigh A. Hardisty
	
      By:
      /s/ Merrill J. Forgotson

	
      Name:
      Leigh A. Hardisty
	
      Name:
      Merrill J. Forgotson

	
      Title:
      Secretary
	
      Title:
      President and CEO

	 	 
	 	 
	
      ATTEST:
	
      CORNERSTONE
      BANK

	 	 
	
      /s/
      Leigh A. Hardisty
	
      By:
      /s/ Merrill J. Forgotson

	
      Name:
      Leigh A. Hardisty
	
      Name:
      Merrill J. Forgotson

	
      Title:
      Senior Vice President and
	
      Title:
      Chairman and COO

	
      Secretary
	 












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