Exhibit 10.7.5 - Wishnafski


    Exhibit
      10.7.5

    
 

    AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT

    


    This
      EMPLOYMENT AGREEMENT (this "Agreement") was originally made and entered into
      as
      of April 1, 2004 and is hereby amended and restated as of January 3, 2006 by
      and
      between NewAlliance Bank, a Connecticut savings bank (the "Bank"), and Diane
      L.
      Wishnafski (the "Executive").

    


    


    W
      I T N E
      S S E T H :

    


    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 the laws
      of
      the state of Delaware (the "Company");

    


    WHEREAS,
      the Executive is currently employed as Executive Vice President, Business
      Banking of the Bank;

    


    WHEREAS,
      the Company and the Bank desire to ensure that the Company and the Bank are
      assured of the continued availability of the Executive's services as provided
      in
      this Agreement, with the Bank also referred to herein as the "Employer";
      and

    


    WHEREAS,
      the Executive is willing to serve the Bank on the terms and conditions
      hereinafter set forth;

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      conditions hereinafter set forth, the Employer and the Executive hereby agree
      as
      follows:

    


    SECTION
      1. EFFECTIVE
      DATE; EMPLOYMENT.

    


    This
      Agreement shall be effective on the date first written above (the "Effective
      Date"). The Bank agrees to employ the Executive, and the Executive hereby agrees
      to such employment, during the period and upon the terms and conditions set
      forth in this Agreement.

    


    SECTION
      2. EMPLOYMENT
      PERIOD.

    


    (a)
      The
      terms and conditions of this Agreement shall be and remain in effect during
      the
      period of two years beginning on the Effective Date and ending on the second
      anniversary of the Effective Date (the "Initial Term"), plus such extensions,
      if
      any, as are provided pursuant to Section 2(b) hereof (the "Employment
      Period").

    


    
      
         

      

      
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    (b)
      Except as provided in Section 2(c), prior to the first annual anniversary of
      the
      date first above written and each annual anniversary thereafter, the Board
      of
      Directors of the Employer shall consider and review (after taking into account
      all relevant factors, including the Executive's performance and any
      recommendation of the Chief Executive Officer) 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 the Board of Directors so approve
      such extension unless the Executive gives written notice to the Employer of
      the
      Executive's election not to extend the 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. If the Executive does not receive such notice, the Executive
      may, by written notice given at any time during the ninety (90) days prior
      to
      the relevant anniversary date, request from the Board of Directors written
      confirmation that the term has been extended and, if such confirmation is not
      received by the Executive within thirty (30) days after the request therefor
      is
      made, the Executive may treat the term as having not been extended. Upon
      termination of the Executive's employment with the Employer for any reason
      whatsoever, any annual extensions provided pursuant to this Section 2(b), if
      not
      theretofore discontinued, shall automatically cease. In addition, no annual
      renewals shall extend beyond the Executive's 65th
      birthday, and in no event shall the Employment Period extend beyond the
      Executive's 65th
      birthday.

    


    (c)
      Nothing in this Agreement shall be deemed to prohibit the Employer at any time
      from terminating the Executive's employment during the Employment Period with
      or
      without notice for any reason, provided,
      however,
      that the
      relative rights and obligations of the Employer and the Executive in the event
      of any such termination, including any requirements with respect to prior notice
      of such termination, shall be determined under this Agreement.

    


    SECTION
      3. DUTIES.

    


    Throughout
      the Employment Period, the Executive shall serve as Executive Vice President,
      Business Banking of the Bank, having such power, authority and responsibility
      and performing such duties as are prescribed by or under the Bylaws of the
      Bank
      and as are customarily associated with such position or, irrespective of the
      office, title or other designation, if any, a position with responsibilities
      and
      powers substantially identical to such position with the Bank. During the
      Initial Term (and thereafter in the discretion of the Chief Executive Officer),
      the Executive shall report directly to the Chief Executive Officer of the Bank.
      The Executive shall devote her full business time, attention, skills and efforts
      (other than during weekends, holidays, vacation periods, and periods of illness
      or leaves of absence and other than as permitted or contemplated by Section
      7
      hereof) to the business and affairs of the Employer and shall use her best
      efforts to advance the interests of the Employer.

    


    SECTION
      4. CASH
      AND
      OTHER COMPENSATION.

     

    (a)
      In
      consideration for the services to be rendered by the Executive hereunder, the
      Bank shall pay to her a salary of two hundred thirty eight thousand and fifty
      dollars ($238,050) annually ("Base Salary") as of the date of restatement of
      this Agreement. The Executive's Base Salary shall be payable in approximately
      equal installments in accordance with the Bank's customary 

    
      
         

      

      
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payroll
        practices for senior officers. Base Salary shall include any amounts of
        compensation deferred by the Executive under any tax-qualified retirement
        or
        welfare benefit plan or any other deferred compensation arrangement. The
        Compensation Committee of the Board of Directors of the Bank (the "Bank Board")
        shall review the Executive's annual rate of salary at such times during the
        Employment Period as they deem appropriate, but not less frequently than
        once
        every twelve months, and may, in its discretion, approve an increase therein.
        Such review of the Executive's Base Salary shall take into account not only
        the
        Executive's performance as well as the Employer's performance since the date
        of
        the last review conducted pursuant to this Section 4(a) but also shall take
        into
        consideration the salaries of similar situated officers at comparably situated
        financial institutions as determined by the Compensation Committee thereof
        as
        well as any recommendation of the Chief Executive Officer. In addition to
        salary, the Executive may receive other cash compensation from the Employer
        for
        services hereunder at such times, in such amounts and on such terms and
        conditions as the Bank Board may determine from time to time. Any increase
        in
        the Executive's annual salary shall become the Base Salary of the Executive
        for
        purposes hereof. The Executive's Base Salary as in effect from time to time
        cannot be decreased by the Employer without the Executive's express prior
        written consent.

    

    


    (b)
      The
      Executive shall be entitled to participate in an equitable manner with all
      other
      executive officers of the Employer in discretionary bonuses to executive
      officers as authorized by the Bank Board. No other compensation provided for
      in
      this Agreement shall be deemed a substitute for the Executive's right to
      participate in such bonuses when and as declared by the Bank Board. In
      connection with the foregoing, under the terms of the Bank's Executive Short
      Term Incentive Plan (the "ESTIP"), annual cash bonuses can be awarded to the
      Executive in an amount equal to up to 200% of the Executive's Base Salary as
      in
      effect at the start of the ESTIP's plan year to which the bonus relates. The
      Compensation Committee of the Bank Board shall make an annual determination
      of
      the exact percentage of Base Salary to be used with respect to the possible
      bonus, if any, to be paid to the Executive for the relevant plan year and shall
      notify the Executive by the end of January of the ESTIP's plan year to which
      such percentage shall be applicable, commencing January 2005.

    


    SECTION
      5. EMPLOYEE
      BENEFIT PLANS AND PROGRAMS.

    


    (a)
      During the Employment Period, the Executive shall be treated as an employee
      of
      the Bank and shall be entitled to participate in and receive benefits under
      any
      and all qualified or non-qualified retirement, pension, savings or
      profit-sharing plans covering employees of the Bank (including but not limited
      to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined
      benefit Pension Plans the Bank's 401(k) Profit Sharing Plan, the Bank's
      Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental
      Executive Retirement Plan and any other similar plans that may be adopted in
      the
      future), any and all group life, health (including hospitalization, medical
      and
      major medical), dental, accident and long-term disability insurance plans,
      and
      any other employee benefit and compensation plans (including, but not limited
      to, the ESTIP and any incentive compensation plans or program or any stock
      benefit plans) as may from time to time be maintained by, or cover employees
      of,
      the Bank, in accordance with the terms and conditions of such employee benefit
      plans and programs and compensation plans and programs and consistent with
      the
      Bank's customary practices. Nothing paid to the Executive under any such plan
      or
      program will be deemed to be in lieu of other compensation to which the
      Executive is entitled under this Agreement. 


    
      
         

      

      
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    (b)
      During the Employment Period, the Bank shall provide the Executive with an
      expense allowance ("Expense Allowance") equal to $500 per month to pay for
      the
      costs of an automobile. Such Expense Allowance shall take into account the
      federal and state income tax effect on Executive of receipt of such allowance.
      In the event that with respect to a given calendar year occurring during the
      term of this Agreement, the Executive believes that she drove during such year
      Business Miles (as hereinafter defined) in excess of the Covered Business Miles
      (as hereinafter defined) in connection with the business of the Bank and wishes
      to seek reimbursement as provided herein for such excess, within 45 days after
      the end of such calendar year, the Executive shall provide information to the
      Bank (as well as any additional information as the Bank may reasonably request
      in order to review the Executive’s claim) with respect to the number of miles
      driven in the such calendar year in connection with the business of the Bank
      (“Business Miles”). In the event the number of Business Miles driven during such
      calendar year is determined by the Bank to be more than 3,600 (except for the
      year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered
      Business Miles”), the Bank will provide Executive an additional reimbursement
      within 45 days of such determination for the Business Miles in excess of the
      Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”).
      The Expense Allowance, the Covered Business Miles and the Reimbursement Rate
      shall be reviewed annually by the Compensation Committee of the Bank Board
      and,
      if increased, shall be reflected in an addendum hereto. Notwithstanding the
      foregoing, nothing herein shall be deemed to impose upon the Bank or obviate
      the
      Executive's obligation, legal or otherwise, to maintain liability insurance
      with
      respect to the Executive's personal use of an automobile.

    


    (c)
      The
      Bank shall provide and pay for a parking space for Executive in the Bank's
      main
      office parking garage or, if such space shall become unavailable due to tenant
      commitments or otherwise, in an alternative convenient closed parking
      garage.

    


    (d)
      The
      Executive shall be entitled to paid holidays and paid vacations consistent
      with
      the Bank's policy for executive officers.

    


    (e)
      The
      Employer shall provide during the term of this Agreement, subject to the
      limitations set forth herein, for the Executive to receive, at the Employer's
      expense, the services of a tax professional and a personal financial planning
      professional (which may be the same person or entity for both services) (the
      "Tax Service Professional") selected by the Employer and reasonably satisfactory
      to the Executive. Subject to the limitations set forth herein, if the Employer
      does not specify a Tax Services Professional reasonably acceptable to the
      Executive, the Executive will be entitled to use the services of a Tax Services
      Professional of her choosing and seek reimbursement by the Employer for the
      reasonable cost of such Tax Service Professional actually incurred by the
      Executive. The services to be provided shall include (i) the preparation of
      all
      required federal, state and local personal income tax returns, (ii) advice
      with
      respect to federal, state and local income tax 

    
      
         

      

      
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treatment
        of cash and other forms of compensation paid to the Executive by the Employer
        and (iii) investment and retirement counseling and estate planning.
        Notwithstanding the foregoing, the annual cost to the Employer of providing
        the
        services to the Executive of such Tax Service Professional, whether such
        Tax
        Service Professional is selected by the Employer or the Executive, shall
        not
        exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax
        effects of reimbursement for such expense. Reimbursement of the Executive
        for
        the Annual Cost shall take into account the federal and state income tax
        effect
        on the Executive of receipt of such Annual Cost. The Annual Cost shall be
        reviewed annually by the Compensation Committee of the Bank Board and, if
        increased, shall be reflected in an addendum hereto.

    

    


    (f)
      During the Employment Period, the Employer will reimburse and/or pay for the
      Executive's cost of membership in the New Haven Country Club (non-golf
      membership) (or such other club reasonably agreed to by the Employer and the
      Executive), including all membership bonds or surety, initiation or membership
      fees, annual dues, capital assessments, and all business-related expenses
      incurred at the club ("Club Expenses"). The Executive shall be reimbursed for
      the cost of Club Expenses expended by the Executive and any such reimbursement
      and/or payment of the Club Expenses by the Employer shall take into account
      the
      federal and state income tax effect on the Executive of receipt of reimbursement
      for the Club Expenses.

    


    SECTION
      6. INDEMNIFICATION
      AND INSURANCE.

    


    (a)
      During the Employment Period and for a period of six years thereafter, the
      Employer shall cause the Executive to be covered by and named as an insured
      under any policy or contract of insurance obtained by it to insure its directors
      and officers against personal liability for acts or omissions in connection
      with
      service as an officer or director of the Employer or service in other capacities
      at the request of the Employer. The coverage provided to the Executive pursuant
      to this Section 6 shall be of the same scope and on the same terms and
      conditions as the coverage (if any) provided to other officers or directors
      of
      the Employer or any successors.

    


    (b)
      To
      the maximum extent permitted under applicable law, the Employer shall indemnify
      the Executive against and hold the Executive harmless from any costs,
      liabilities, losses and exposures that may be incurred by the Executive in
      her
      capacity as a director or officer of the Employer or any subsidiary or
      affiliate.

    


    SECTION
      7. OUTSIDE
      ACTIVITIES.

    


    The
      Executive may (a) serve as a member of the boards of directors of such business,
      community and charitable organizations as the Executive may disclose to and
      as
      may be approved by the Employer (which approval shall not be unreasonably
      withheld), and (b) perform duties as a trustee or personal representative or
      in
      any other fiduciary capacity, provided
      that
      in each
      case such service shall not materially interfere with the performance of the
      Executive's duties under this Agreement or present any conflict of interest.
      The
      Executive may also engage in personal business and investment activities which
      do not materially interfere with the performance of the Executive's


    
      
         

      

      
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duties
        hereunder, provided
        that
        such
        activities are not prohibited under any code of conduct or investment or
        securities trading policy established by the Employer and generally applicable
        to all similarly situated executives. If the Executive is discharged or
        suspended, or is subject to any regulatory prohibition or restriction with
        respect to participation in the affairs of the Bank, the Executive shall
        not
        directly or indirectly provide services to or participate in the affairs
        of the
        Bank in a manner inconsistent with the terms of such discharge or suspension
        or
        any applicable regulatory order. 

    

    


    SECTION
      8. WORKING
      FACILITIES AND EXPENSES.

    


    It
      is
      understood by the parties that the Executive's principal place of employment
      shall be at the Bank's principal executive office located in New Haven,
      Connecticut, or at such other Bank Board approved location within 50 miles
      of
      the address of such principal executive office, or at such other location as
      the
      Employer and the Executive may mutually agree upon. The Employer shall provide
      the Executive at her principal place of employment with a private office,
      secretarial services and other support services and facilities suitable to
      her
      position with the Employer and necessary or appropriate in connection with
      the
      performance of her assigned duties under this Agreement. The Employer shall
      reimburse the Executive for her ordinary and necessary business expenses
      attributable to the Employer's business, including, without limitation, the
      Executive's travel and entertainment expenses incurred in connection with the
      performance of her duties for the Employer under this Agreement, in each case
      upon presentation to the Employer of an itemized account of such expenses in
      such form as the Employer may reasonably require. 

    


    SECTION
      9. TERMINATION
      OF EMPLOYMENT WITH BENEFITS.

    


    (a)
      Subject to Sections 9(b) and 9(c), the Executive shall be entitled to the
      benefits described in Section 9(b) in the event that: 

    


    (i)
      her
      employment with the Bank terminates during the Employment Period as a result
      of
      the Executive's voluntary resignation within six full calendar months
      following:

    


    (A)
      the
      failure of the Bank Board to appoint or re-appoint the Executive to the
      positions with the Bank stated in Section 3 of this Agreement;

    


    (B)
      the
      expiration of a 30-day period following the date on which the Executive gives
      written notice to the Employer of its material failure, whether by amendment
      of
      the Certificate of Incorporation or Bylaws of the Bank, or by action of the
      Bank
      Board, the Bank's shareholder(s), or otherwise, to vest in the Executive the
      functions, duties or responsibilities prescribed in Section 3 of this Agreement,
      unless, during such 30-day period, the Employer cures such
      failure;


    
      
         

      

      
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    (C)
      the
      expiration of a 30-day period following the date on which the Executive gives
      written notice to the Employer of its material breach of any term, condition
      or
      covenant contained in this Agreement (including, without limitation, any
      reduction of the Executive's rate of Base Salary in effect from time to time
      and
      any change in the terms and conditions of any compensation or benefit program
      in
      which the Executive participates which, either individually or together with
      other changes, has a material adverse effect on the aggregate value of her
      total
      compensation package), unless, during such 30-day period, the Employer cures
      such failure;

    


    (D)
      a
      Bank Board approved change in the Executive's principal place of employment
      by a
      distance in excess of 50
      miles
      from the Bank's principal executive office in New Haven,
      Connecticut;

    


    (E)
      the
      liquidation, dissolution, bankruptcy or insolvency of the Company or the Bank;
      or

    


    (F)
      the
      termination of the Executive's employment by the Bank for reasons other than
      those specified in Section 10 hereof; or

    


    (ii)
      the
      Executive's employment with the Employer is terminated by the Bank during the
      Employment Period for any reason other than for "cause," death or ADisability,"
      as provided in Section 10(a).

    


    (b)
      Subject to Section 9(c), and provided that no Change in Control (as defined
      in
      Section 11(a) hereof) has occurred, the Employer shall pay and provide to the
      Executive (or, in the event of her subsequent death, to her estate) the
      following severance benefits for the period beginning on the date that her
      employment terminates and ending on either (i) the last day of the Employment
      Period or (ii) 24 months subsequent to the date of termination, whichever period
      is greater (the "Severance Benefits Period"):

    


    (i)
      her
      earned but unpaid Base Salary (including, without limitation, all items which
      constitute wages under applicable law and the payment of which is not otherwise
      provided for in this Section 9(b)) as of the date of the termination of her
      employment, such payment to be made at the time and in the manner prescribed
      by
      law applicable to the payment of wages but in no event later than 30 days after
      termination of employment;

    


    (ii)
      the
      benefits, if any, to which she is entitled under the employee benefit plans
      and
      programs and compensation plans and programs maintained for the benefit of
      the
      Bank's officers and employees (such benefits not to include the expense
      allowance provided by Section 5(b)) through the date of the termination of
      her
      employment;


    
      
         

      

      
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    (iii)
      continued group life, health, dental, accident and long term disability
      insurance benefits, in addition to that provided pursuant to Section 9(b)(ii),
      and after taking into account the coverage provided by any subsequent employer,
      if and to the extent necessary to provide for the Executive, for the Severance
      Benefits Period, coverage equivalent to the coverage to which she would have
      been entitled under such plans if she had continued to be employed during such
      period at the highest annual rate of Base Salary achieved during the Employment
      Period; provided,
      however,
      in the
      event that such benefits cannot be provided, in whole or in part, to the
      Executive as a non-employee subsequent to termination of employment, the
      Employer, at its option, may instead contribute to the Executive's privately
      obtained comparable coverage such that the Executive is not required to pay
      any
      more for such benefits than the Executive was required to pay immediately
      preceding the date of termination; and
      provided further,
      that if
      the provision of any of the benefits covered by this Section 9(b)(iii) would
      trigger the 20% excise tax and interest penalties under Section 409A of the
      Internal Revenue Code (the “Code”), then the benefit(s) that would trigger such
      tax and interest penalties shall not be provided (the “Excluded Benefits”), and
      in lieu of the Excluded Benefits the Employer shall pay to the Executive, in
      a
      lump sum within 30 days following termination of employment or within 30 days
      after such determination should it occur after termination of employment, a
      cash
      amount equal to the cost to the Employer of providing the Excluded
      Benefits;

    


    (iv)
      a
      lump sum cash amount, payable within 30 days following termination of
      employment, equal to the present value of (A) the Executive's Annual
      Compensation (as hereinafter defined) multiplied by (B) a fraction which is
      either (1) the number of days left in the Employment Period if the Executive
      had
      not been terminated or (2) 730, whichever is greater, divided by 365, using
      a
      discount rate equal to the short-term applicable federal rate (determined under
      Section 1274(d) of the Code) as published by the Internal Revenue Service (the
      “IRS”) for the month in which the termination of employment occurs, compounded
      monthly;

    


    (v)
      a
      lump sum cash amount equal to the present value, determined by using a discount
      rate equal to the short-term applicable federal rate (determined under Section
      1274(d) of the Code) as published by the IRS for the month in which the
      termination of employment occurs, of the pro rata portion of any target bonus
      awarded to the Executive under the Bank's Executive Incentive Plan (the "EIP")
      (or such other short-term incentive compensation plan(s) that the Employer
      may
      adopt subsequent to the date 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 of which is the number of days elapsed in the calendar
      year as of the date of termination and the denominator is 365; provided,
      further,
      that
      such pro rated target bonus shall be paid within 30 days following termination
      of employment;

    


    (vi)
      a
      lump sum cash amount, payable within 30 days following termination of
      employment, equal to the present value, determined by using a discount rate
      equal to the short-term applicable federal rate (determined under Section
      1274(d) of the Code) as published by the IRS for the month in which the
      termination of employment occurs, of the excess, if any, of:


    
      
         

      

      
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    (A)
      the
      value of the aggregate benefits to which she would be entitled under any and
      all
      qualified defined benefit pension plans and non-qualified plans related thereto
      maintained by, or covering employees of, the Bank if she were 100% vested
      thereunder and had continued to be employed during the Severance Benefits Period
      at the highest annual rate of Base Salary achieved during the Employment Period;
      over

    


    (B)
      the
      value of the benefits to which she is actually entitled under such defined
      benefit pension plans as of the date on which her employment terminates; such
      present values to be determined using the mortality tables prescribed under
      Section 415(b)(2)(E)(v) of the Code; and

    


    (vii)
      a
      lump sum cash amount, payable within 30 days following termination of
      employment, equal to the present value, determined by using a discount rate
      equal to the short-term applicable federal rate (determined under Section
      1274(d) of the Code) as published by the IRS for the month in which the
      termination of employment occurs, of the additional employer contributions
      to
      which she would have been entitled under any and all qualified defined
      contribution plans and non-qualified plans related thereto maintained by, or
      covering employees of, the Bank as if she were 100% vested thereunder and had
      continued to be employed during the Severance Benefits Period at the highest
      annual rate of Base Salary achieved during the Employment Period and making
      the
      maximum amount of employee contributions, if any, required or permitted under
      such plan or plans, provided that no payments shall be made pursuant to this
      subsection (vi) with respect to the Company's ESOP if the ESOP is terminated
      effective as of a date within one year of the date of the termination of the
      Executive's employment, with the Executive to reimburse the Employer for any
      such payments previously made.

    


    The
      Executive's "Annual Compensation" 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 her employment and (ii) the greater of (A) the average of the
      cash incentive compensation earned by the Executive from the Employer or any
      subsidiary thereof during the three calendar years immediately preceding the
      calendar year in which the date of termination occurs or (B) the amount of
      the
      Executive's target bonus under the EIP (or such other short-term incentive
      compensation plan(s) that the Employer may adopt subsequent to the date hereof
      as a replacement therefor) for the calendar year in which the termination
      occurs; provided,
      however,
      for
      purposes of clause (ii) bonuses earned under the Bank's Performance Unit Plan
      will not be included in cash incentive compensation for purposes of determining
      average cash incentive compensation (or with respect to Section 11(b), the
      highest level of cash incentive compensation). 

    


    The
      Employer and the Executive further agree that the Employer may condition the
      payments and benefits (if any) due under Sections 9(b)(iii), (iv), (v), (vi)
      and
      (vii) on the receipt of the Executive's resignation from any and all positions
      which she holds as an officer, director or committee member with respect to
      the
      Employer or any of its subsidiaries or affiliates and to the execution of a
      general release by the Executive.


    
      
         

      

      
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    (c)
      The
      Executive shall not be required to mitigate the amount of any benefits provided
      pursuant to the provisions of Section 9(b) by seeking other employment or
      otherwise. However, if the Executive becomes or is employed by another employer
      subsequent to the first year following termination, any compensation received
      by
      the Executive subsequent to the first year following termination through the
      end
      of the Severance Benefits Period shall be offset dollar for dollar against
      the
      Employer's obligations set forth in Section 9(b) except with respect to Section
      9(b)(iii), with the Executive to reimburse the Employer the amount of the offset
      with respect to amounts previously paid by the Employer. In addition, if the
      Executive becomes employed by another entity subsequent to termination
      hereunder, and under the terms of such employment is entitled to benefits
      substantially similar to those provided in Section 9(b)(iii), the Employer
      will
      not be required to continue provision of the benefits set forth in said Section
      9(b)(iii) for the remainder of the Severance Benefits Period.

    


    SECTION
      10. TERMINATION
      WITHOUT ADDITIONAL EMPLOYER LIABILITY.

    


    (a)
      In
      the event that the Executive's employment with the Employer shall terminate
      during the Employment Period on account of:

    


    (i)
      the
      discharge of the Executive for "cause," which, for purposes of this Agreement,
      shall mean a discharge because the Bank Board determines that the Executive
      has:
      (A) willfully failed to perform her assigned duties under this Agreement,
      other than any failure resulting from the Executive's incapacity due to physical
      or mental injury or illness; (B) committed an act involving moral turpitude
      in
      the course of her employment with the Employer and its subsidiaries or
      affiliates; (C) engaged in willful misconduct; (D) breached her 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 her performance of
      services for the Bank, as determined by the Bank 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 Bank Board gives written
      notice to the Executive of the material breach;

    


    (ii)
      the
      Executive's voluntary resignation from employment (including voluntary
      retirement) with the Bank for reasons other than those specified in Section
      9(a)(i); or

    


    (iii)
      the
      death of the Executive while employed by the Employer, or the termination of
      the
      Executive's employment because of "Disability" as defined in Section 10(c)
      below;

    


    then
      in
      any of the foregoing events, the Employer shall have no further obligations
      under this Agreement, other than (A) the payment to the Executive of her earned
      but unpaid compensation as of the date of the termination of her employment,
      (B)
      the payment to the Executive of the benefits to which she is entitled under
      all
      applicable employee benefit plans and programs and compensation plans and
      programs as of the date of termination of her employment, and (C) the provision
      of such other benefits, if any, to which she is entitled as a former employee
      under the Bank's and/or the Company's employee benefit plans and programs and
      compensation plans and programs.


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (b)
      For
      purposes of this Section 10, no act or failure to act, on the part of the
      Executive, shall be considered "willful" unless it is done, or omitted to be
      done, by the Executive in bad faith or without reasonable belief that the
      Executive's action or omission was in the best interests of the Employer. Any
      act, or failure to act, based upon authority given pursuant to a resolution
      duly
      adopted by the Bank Board or based upon the written advice of counsel for the
      Employer shall be conclusively presumed to be done, or omitted to be done,
      by
      the Executive in good faith and in the best interests of the Employer. The
      cessation of employment of the Executive shall not be deemed to be for "cause"
      within the meaning of Section 10(a)(i) unless and until there shall have been
      delivered to the Executive a copy of a resolution duly adopted by the
      affirmative vote of three-fourths of the members of the Bank Board at a meeting
      of such Board called and held for such purpose (after reasonable notice is
      provided to the Executive and the Executive is given an opportunity, together
      with counsel, to be heard before such Board), finding that, in the good faith
      opinion of such Board, the Executive is guilty of the conduct described in
      Section 10(a)(i) above, and specifying the particulars thereof in
      detail.

    


    (c)
      "Disability" shall be deemed to have occurred if the Executive: (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 Bank.

    


    (d)
      During any period in which the Executive is absent due to physical or mental
      injury or disease, the Employer may, without breaching this Agreement, appoint
      another person or persons to act as interim Executive Vice President pending
      the
      Executive's return to her duties on a full-time basis hereunder or her
      termination as a result of such Disability. Prior to the Executive's employment
      being terminated due to Disability under Section 10(e) hereof, the Executive
      shall continue to receive her full Base Salary, bonuses and other benefits
      to
      which she is entitled under this Agreement, including continued participation
      in
      all employee benefit plans and programs.

    


    (e)
      The
      Employer may provide notice to the Executive in writing that it intends to
      terminate the Executive's employment under this Agreement, with the termination
      date to be on or after the date that the Executive is deemed to have a
      Disability. At the time her employment hereunder is terminated due to
      Disability, (i) the Executive shall not be entitled to any payments or benefits
      pursuant to Sections 4 and 5 hereof for periods subsequent to such date of
      termination, and (ii) the Executive shall become entitled to receive the
      Disability payments that may be available under any applicable long-term
      disability plan or other benefit plan.


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    SECTION
      11. PAYMENTS
      UPON A CHANGE IN CONTROL.

    


    (a)
      The
      term "Change in Control" shall mean a change in the ownership of the Company,
      a
      change in the effective control of the Company or a change in the ownership
      of a
      substantial portion of the assets of the Company as provided under Section
      409A
      of the Code, as amended from time to time, and any IRS guidance, including
      Notice 2005-1, and regulations issued in connection with Section 409A of the
      Code. 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 a subsidiary of either of them, by the Company, the Bank, or any subsidiary
      of either of them, or by any employee benefit plan maintained by any of
      them.

    


    (b)
      If
      the Executive's employment by the Employer shall be terminated subsequent to
      a
      Change in Control and during the term of this Agreement by (i) the Employer
      for
      other than Cause, Disability, Retirement or the Executive's death or (ii) the
      Executive for any of the reasons specified in Subsections (A) through (F)
      inclusive, of Section 9(a)(i) hereof, then the Employer shall pay to the
      Executive, a severance benefit in a lump sum payment, within five (5) days
      after
      the effective time of such termination of employment equal to the sum of (i)
      three times her Base Salary as of the date of termination of her employment,
      (ii) three times the highest level of cash incentive compensation earned by
      the
      Executive from the Employer or any subsidiary thereof in any one of the three
      calendar years immediately preceding the year in which the termination occurs
      and (iii) the amounts specified in Sections 9(b)(i), (ii), (v), (vi) and (vii)
      (notwithstanding any contrary language contained therein with respect to payment
      being over a longer time period) except in calculating the amount of such
      benefits, to the extent applicable, the Severance Benefits Period will be for
      a
      period of three years commencing on the date of the termination of the
      Executive's employment. In addition, for purposes of calculating the amount
      due
      pursuant to clause (ii) above, bonuses earned under the Bank's Performance
      Unit
      Plan will not be included in calculating the highest level of cash incentive
      compensation. In calculating the benefits due to the Executive under Section
      9(b)(vi) with respect to the Bank's 2004 Supplemental Executive Retirement
      Plan
      related to its pension plan, in accordance with the terms thereof, the Executive
      will be treated as having attained the age equal to the greater of (x) her
      actual age as of the date of termination or (y) age 55. In addition, the
      Employer shall provide the Executive with the benefits provided for in Section
      9(b)(iii) for the Severance Benefits Period, as adjusted above to be for a
      period of three years subsequent to termination of employment, subject to
      compliance with the last proviso clause contained in such subsection. In the
      event that the Employer is unable to provide the benefits set forth in said
      Section 9(b)(iii) due to the change in the Executive's status to that of a
      non-employee, the Employer shall include in the lump sum payment due pursuant
      to
      the terms of this Section 11(b) the value of the benefits required to be
      provided by said Section 9(b)(iii) for the Severance Benefits Period as amended
      by this Section 11(b). The severance and other benefits payable pursuant to
      this
      Section 11(b) shall not be subject to reduction pursuant to the provisions
      of
      Section 9(c).


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    SECTION
      12. LIMITATION
      ON CHANGE IN CONTROL PAYMENT. 

    


    In
      the
      event that:

    


    
      	 	
              (i)

            	
              the
                aggregate payments or benefits to be made or afforded to the Executive
                pursuant to this Agreement, together with other payments and benefits
                which the Executive has a right to receive from the Employer, which
                are
                deemed to be parachute payments as defined in Section 280G of the
                Code, or
                any successor thereof (the "Termination Benefits"), would be deemed
                to
                include an "excess parachute payment" under Section 280G of the Code;
                and

            


    

    


    
      	 	
              (ii)

            	
              if
                such Termination Benefits were reduced to an amount (the "Non-Triggering
                Amount"), the value of which is one dollar ($1.00) less than an amount
                equal to three (3) times the Executive's "base amount," as determined
                in
                accordance with said Section 280G and the Non-Triggering Amount less
                the
                product of the marginal rate of any applicable state and federal
                income
                tax and the Non-Triggering Amount would be greater than the aggregate
                value of the Termination Benefits (without such reduction) minus
                (i) the
                amount of tax required to be paid by the Executive thereon by Section
                4999
                of the Code and further minus (ii) the product of the Termination
                Benefits
                and the marginal rate of any applicable state and federal income
                tax,

            


    

    


    then
      the
      Termination Benefits shall be reduced to the Non-Triggering Amount. If the
      Termination Benefits are required to be reduced, the cash severance shall be
      reduced first, followed by a reduction in the fringe benefits to be provided
      in
      kind.

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    SECTION
      13. SOURCE
      OF
      PAYMENTS.

    


    All
      payments provided in this Agreement shall be timely paid in cash or check from
      the general funds of the Bank.

     

    SECTION
      14. COVENANT
      NOT TO COMPETE.

    


    In
      the
      event the Executive's employment with the Employer is terminated for any reason
      prior to the expiration of the Employment Period (except as set forth below),
      the Executive hereby covenants and agrees that for a period of two years
      following the date of her termination of employment with the Employer (or,
      if
      less, for the Severance Benefits Period), she shall not, without the written
      consent of the Employer, become an officer, employee, consultant, director
      or
      trustee of any savings bank, savings and loan association, savings and loan
      holding company, bank or bank holding company, or any direct or indirect
      subsidiary or affiliate of any such entity, that entails working within any
      county in which the Company or the Bank maintains an office as of the date
      of
      termination of the Executive's employment. This section shall not be applicable
      if the Executive is terminated upon or within one year subsequent to a Change
      in
      Control, provided that such termination is for reasons other than Cause as
      defined in Section 10(a)(i) hereof.

    


    SECTION
      15. CONFIDENTIALITY.

    


    Unless
      she obtains the prior written consent of the Employer, the Executive shall
      at
      all times keep confidential and shall refrain from using for the benefit of
      herself, or any person or entity other than the Employer or its subsidiaries
      or
      affiliates, any material document or information obtained from the Employer
      or
      its subsidiaries or affiliates, in the course of her employment with any of
      them
      concerning their properties, operations or business (unless such document or
      information is readily ascertainable from public or published information or
      trade sources or has otherwise been made available to the public through no
      fault of her own) until the same ceases to be material (or becomes so
      ascertainable or available); provided,
      however,
      that
      nothing in this Section 15 shall prevent the Executive, with or without the
      Employer's consent, from participating in or disclosing documents or information
      in connection with any judicial or administrative investigation, inquiry or
      proceeding or the Company's public reporting requirements to the extent that
      such participation or disclosure is required under applicable law.

    


    SECTION
      16. SOLICITATION.

    


    The
      Executive hereby covenants and agrees that, for a period of two years following
      her termination of employment with the Employer for any reason, she shall not,
      without the written consent of the Employer, either directly or
      indirectly:


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    (a)
      solicit, offer employment to, or take any other action 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 her employment and accept employment or 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 business
      of accepting deposits, making loans or doing business within the counties
      specified in Section 14;

    


    (b)
      provide any information, advice or recommendation 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, making loans or doing business
      within the counties specified in Section 14, 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 her or her employment and accept employment or 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 business
      of accepting deposits, making loans or doing business within the counties
      specified in Section 14; or

    


    (c)
      solicit, provide any information, advice or recommendation or take any other
      action intended, or that a reasonable person acting in like 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.

    


    SECTION
      17. NO
      EFFECT
      ON EMPLOYEE BENEFIT PLANS OR PROGRAMS.

    


    The
      termination of the Executive's employment during the Employment Period or
      thereafter, whether by the Employer or by the Executive, shall have no effect
      on
      the vested rights of the Executive under the Bank's qualified or non-qualified
      retirement, pension, savings, thrift, profit-sharing or stock bonus plans,
      group
      life, health (including hospitalization, medical and major medical), dental,
      accident and long term disability insurance plans, or other employee benefit
      plans or programs, or compensation plans or programs in which the Executive
      was
      a participant.

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    SECTION
      18. SUCCESSORS
      AND ASSIGNS.

    


    (a)
      This
      Agreement is personal to each of the parties hereto, and no party may assign
      or
      delegate any of its rights or obligations hereunder without first obtaining
      the
      written consent of the other parties; provided,
      however,
      that
      the Employer will require any successor or assign (whether direct or indirect,
      by purchase, merger, consolidation or otherwise) to all or substantially all
      of
      the business and/or assets of the Employer, by an assumption agreement in form
      and substance satisfactory to the Executive, to expressly assume and agree
      to
      perform this Agreement in the same manner and to the same extent that the
      Employer would be required to perform it if no such succession or assignment
      had
      taken place. Failure of the Employer to obtain such an assumption agreement
      prior to the effectiveness of any such succession or assignment shall be a
      breach of this Agreement and shall entitle the Executive to compensation from
      the Employer in the same amount and on the same terms as the compensation
      pursuant to Sections 9 or 11 hereof. For purposes of implementing the provisions
      of this Section 18(a), the date which any such succession becomes effective
      shall be deemed the date of termination of the Executive's
      employment.

    


    (b)
      This
      Agreement and all rights of the Executive hereunder shall inure to the benefit
      of and be enforceable by the Executive's personal and legal representatives,
      executors, administrators, successors, heirs, distributees, devises and
      legatees.

    


    SECTION
      19. NOTICES.

    


    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 Executive:

            
	 	 
	 	
              Diane
                L. Wishnafski

            
	 	
              At
                the address last appearing

            
	 	
              on
                the personnel records of

            
	 	
              the
                Employer

            
	 	 
	 	
              If
                to the Employer:

            
	 	 
	 	
              NewAlliance
                Bank

            
	 	
              195
                Church Street

            
	 	
              New
                Haven, CT 06510

            
	 	
              (or
                the address of the Bank's principal executive office, if
                different)

            
	 	
              Attention:
                Chairman of the Board

            


    

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    
      	 	
              with
                a copy, in the case of a notice to the Employer, to:

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

            
	 	
              734
                15th
                Street, N.W.

            
	 	
              Washington,
                D.C. 20005

            
	 	
              Attention: 
                Raymond A. Tiernan, Esq.

            
	 	
              Philip
                R. Bevan, Esq.

            


    

     

    SECTION
      20. INDEMNIFICATION
      FOR ATTORNEYS' FEES.

    


    (a)
      The
      Employer shall indemnify, hold harmless and defend the Executive against
      reasonable costs, including legal fees and expenses, incurred by her in
      connection with or arising out of any action, suit or proceeding in which she
      may be involved, as a result of her efforts, in good faith, to defend or enforce
      the terms of this Agreement. For purposes of this Agreement, any settlement
      agreement which provides for payment of any amounts in settlement of the
      Employer's obligations hereunder shall be conclusive evidence of the Executive's
      entitlement to indemnification hereunder, and any such indemnification payments
      shall be in addition to amounts payable pursuant to such settlement agreement,
      unless such settlement agreement expressly provides otherwise.

    


    (b)
      The
      Employer's obligation to make the payments provided for in this Agreement and
      otherwise to perform its obligations hereunder shall not be affected by any
      set-off, counterclaim, recoupment, defense or other claim, right or action
      which
      the Employer may have against the Executive or others. Unless it is determined
      that a claim made by the Executive was either frivolous or made in bad faith,
      the Employer agrees to pay as incurred, to the full extent permitted by law,
      all
      legal fees and expenses which the Executive may reasonably incur as a result
      of
      or in connection with her consultation with legal counsel or arising out of
      any
      action, suit, proceeding or contest (regardless of the outcome thereof) by
      the
      Employer, the Executive or others regarding the validity or enforceability
      of,
      or liability under, any provision of this Agreement or any guarantee of
      performance thereof (including as a result of any contest by the Executive
      about
      the amount of any payment pursuant to this Agreement), plus in each case
      interest on any delayed payment at the applicable federal rate provided for
      in
      Section 7872(f)(2)(A) of the Code. This Section 20(b) shall apply whether such
      consultation, action, suit, proceeding or contest arises before, on, after
      or as
      a result of a Change in Control.

    


    SECTION
      21. SEVERABILITY.

    


    A
      determination that any provision of this Agreement is invalid or unenforceable
      shall not affect the validity or enforceability of any other provision hereof.
      


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    SECTION
      22. 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.

    


    SECTION
      23. 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.

    


    SECTION
      24. 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.

    


    SECTION
      25. 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.

    


    SECTION
      26. ENTIRE
      AGREEMENT; MODIFICATIONS.

    


    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 that certain employment agreement dated April 1, 2002 between the
      Bank
      and the Executive. No modifications of this Agreement shall be valid unless
      made
      in writing and signed by the parties hereto; provided, however, that if the
      Employer determines, after a review of the final regulations issued under
      Section 409A of the Code and all applicable IRS guidance, that this Agreement
      should be further amended to avoid triggering the tax and interest penalties
      imposed by Section 409A of the Code, the Employer may amend this Agreement
      to
      the extent necessary to avoid triggering the tax and interest penalties imposed
      by Section 409A of the Code.

    


    SECTION
      27. REQUIRED
      REGULATORY PROVISIONS.

    


    Notwithstanding
      anything herein contained to the contrary, any payments to the Executive by
      the
      Employer, whether 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. Section 1828(k), and the regulations promulgated
      thereunder in 12 C.F.R. Part 359.


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    SECTION
      28. DISPUTE RESOLUTION.

    


    (a)
      In
      the event of any dispute, claim, question or disagreement arising out of or
      relating to this Agreement or the breach hereof, the parties hereto shall use
      their best efforts to settle such dispute, claim, question or disagreement.
      To
      this effect, they shall consult and negotiate with each other, in good faith,
      and, recognizing their mutual interests, attempt to reach a just and equitable
      solution satisfactory to both parties.

    


    (b)
      If
      they do not reach such a solution within a period of thirty (30) days, then
      the
      parties agree first to endeavor in good faith to amicably settle their dispute
      by mediation under the Commercial Mediation Rules of the American Arbitration
      Association (the "AAA"), before resorting to arbitration.

    


    (c)
      Thereafter, any unresolved controversy or claim arising out of or relating
      to
      this Agreement or the breach thereof, upon notice by any party to the other,
      shall be submitted to and finally settled by arbitration in accordance with
      the
      Commercial Arbitration Rules (the "Rules") of the AAA in effect at the time
      demand for arbitration is made by any such party. The parties shall mutually
      agree upon a single arbitrator within thirty (30) days of such demand. In the
      event that the parties are unable to so agree within such thirty (30) day
      period, then within the following thirty (30) day period, one arbitrator shall
      be named by each party. A third arbitrator shall be named by the two arbitrators
      so chosen within ten (10) days after the appointment of the first two
      arbitrators. In the event that the third arbitrator is not agreed upon, she
      shall be named by the AAA. Arbitration shall occur in New Haven, Connecticut
      or
      such other location as may be mutually agreed to by the parties.

    


    (d)
      The
      award made by all or a majority of the panel of arbitrators shall be final
      and
      binding, and judgment may be entered based 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 be entitled 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 a transaction 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 law
      shall 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
      competent jurisdiction 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.

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

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

    


    THIS
      AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY
      THE
      PARTIES.

    


    


    


    
      	 	 	
              /s/
                Diane
                L. Wishnafski

            
	 	 	
              Diane
                L. Wishnafski, Executive

            
	 	 	 
	 	 	 
	
              ATTEST:

            	 	
              NEWALLIANCE
                BANK

            
	 	 	 
	 	 	 
	 	 	 
	
              By:
                /s/
                Patricia
                Pacelli

            	 	
              By:
                /s/
                Peyton
                R. Patterson

            
	
              Name:
                Patricia
                Pacelli

            	 	
              Name:
                Peyton
                R. Patterson

            
	
              Title:
                Assistant
                Secretary

            	 	
              Title:
                Chairman,
                President and Chief Executive

            
	 	 	
              Officer

            
	 	 	 
	
              [Seal]

            	 	 


    

    


    


    


    


    
      
         

      

      
        20