Exhibit 10.7.9 - Form of Change in Control Agreement


    Exhibit
      10.7.9

    


    FORM
      OF TWO-YEAR CHANGE IN CONTROL AGREEMENT

    


    


    THIS
      CHANGE IN CONTROL AGREEMENT was originally made and entered into as of
      _______________ and is hereby amended and restated as of January 3, 2006, by
      and
      between NewAlliance Bank, a Connecticut savings bank (the “Bank” or the
“Employer”), and ______________(the “Executive”).

    


    


    WITNESSETH

    


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

    


    WHEREAS,
      the Executive is currently employed as a ____________________________ of the
      Bank;

    


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

    


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

    


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

    


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

    


        (a)
      Annual
      Compensation.
      The
      Executive's “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 his employment and (ii) the highest level of cash incentive
      compensation earned by the Executive from the Bank or any subsidiary thereof
      in
      any one of the three calendar years immediately preceding the year in which
      the
      termination occurs; provided,
      however,
      for
      purposes of clause (ii) bonuses earned under the Bank’s Performance Unit Plan
      will not be included in cash incentive compensation for purposes of determining
      average cash incentive compensation.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

        (b)
      Cause.
      Termination of the Executive's employment for “Cause” shall mean termination
      because of personal dishonesty, incompetence, willful misconduct, breach of
      fiduciary duty involving personal profit, intentional failure to perform stated
      duties, willful violation of any law, rule or regulation (other than traffic
      violations or similar offenses) or final cease-and-desist order. For purposes
      of
      this paragraph, no act or failure to act on the Executive's part shall be
      considered “willful” unless done, or omitted to be done, by the Executive not in
      good faith and without reasonable belief that the Executive's action or omission
      was in the best interests of the Employers.

     

        (c)
      Change
      in Control.“Change
      in Control” shall mean 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 Internal Revenue Service 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.

    


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

    


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

    


        (f)
      Disability.
      Termination by the Employer of the Executive's employment based on “Disability”
shall mean 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
      Employer.

    


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

    


            (i)
      Without the
      Executive's express written consent, the assignment by the Employer to the
      Executive of any duties which are materially inconsistent with the Executive's
      positions, duties, responsibilities and status with the Employer immediately
      prior to a Change in Control, or a material change in the Executive's reporting
      responsibilities, titles or offices as an employee and as in effect immediately
      prior to such a Change in Control, or any removal of the Executive from or
      any
      failure to re-elect the Executive to any of such responsibilities, titles or
      offices, except in connection with the termination of the Executive's employment
      for Cause, Disability or Retirement or as a result of the Executive's death
      or
      by the Executive other than for Good Reason;


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


        2.
      Term of
      Agreement.
      The term
      of this Agreement shall be for two years, commencing on the date of this
      Agreement (the “Effective Date”). Prior to the first annual anniversary of the
      date first above written and each annual anniversary thereafter, the Board
      of
      Directors of the Bank shall consider and review (after taking into account
      all
      relevant factors, including the Executive's performance) a one-year extension
      of
      the term of this Agreement, and the term shall continue to extend each year
      (beginning with the first annual anniversary date) if the Board of Directors
      so
      approves 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. Upon termination of the Executive's employment with
      the Employer for any reason whatsoever, any annual extensions provided pursuant
      to this Section 2, if not theretofore discontinued, shall automatically cease.
      Furthermore, nothing in this Agreement shall be deemed to prohibit the Employer
      at any time from terminating the Executive's employment during the term of
      this
      Agreement with or without notice for any reason, subject, however, to such
      rights and obligations of the Employer and the Executive in the event of any
      such termination as may be provided for under this Agreement. In addition,
      no
      annual renewals shall extend beyond the Executive's 65th
      birthday, and in no event shall the term of this Agreement extend beyond the
      Executive's 65th
      birthday.


    
      
        
        

      

      
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        3.
      Benefits
      Upon Termination.
      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 Good Reason, then the Employer shall

    


    
      	
              (a)

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

            
	 	 
	
              (i)

            	
              a
                cash severance amount equal to two (2) times the Executive's Annual
                Compensation; and

            
	
              (ii)

            	
              an
                amount equal to the pro rata portion of any target bonus awarded
                to the
                Executive under the Bank's Executive Incentive Plan (or such other
                short-term incentive compensation plan(s) that the Employer may adopt
                subsequent to 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; and

            
	
               

            	 
	
              (b)

            	
              maintain
                and provide for a period ending the earlier of (i) the expiration
                of the
                remaining term of this Agreement as of the Date of Termination or
                (ii) the
                date of the Executive's full-time employment by another employer
                (provided
                that the Executive is entitled under the terms of such employment
                to
                benefits substantially similar to those described in this subparagraph
                (b)), at no greater cost to the Executive than he is paying as of
                the Date
                of Termination, the Executive's continued participation in all group
                insurance, life insurance, health and accident insurance, disability
                insurance and other similar types of employee benefit plans, programs
                and
                arrangements offered by the Employer in which the Executive was entitled
                to participate immediately prior to the Date of Termination (excluding
                other types of benefits, plans or arrangements including (w) the
                Company's
                Employee Stock Ownership Plan, (y) stock benefit plans of the Company
                or
                the Bank and (z) cash incentive compensation included in Annual
                Compensation), except as set forth below. In the event that the Employer
                is unable to provide the benefits set forth in this subparagraph
                (b) due
                to the change in Executive's status to that of a non-employee, the
                Employer shall include in the lump sum payment due pursuant to the
                terms
                of Section 3(a) the value of the benefits required to be provided
                by this
                subparagraph (b). In addition, if the provision of any of the benefits
                covered by this Section 3(b) would trigger the 20% excise tax and
                interest
                penalties under Section 409A of 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;

            


    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

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

    


        5.
      Mitigation; Exclusivity of Benefits.

    


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

    


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

    


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


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

        7.
      Nature of
      Employment and Obligations.

    


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

    


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

    


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

    


        9.
      No
      Attachment.
      

     

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

    


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

    


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

    


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

    


    
      	
               To
                the Bank:

            	
               Secretary

            
	 	
              NewAlliance
                Bank

            
	 	
              195
                Church Street

            
	 	
              New
                Haven, CT 06510

            
	 	 


    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              To
                the Executive:  

            	
              ______________________

            
	 	
              At
                the address last appearing

            
	 	
              on
                the personnel records of 

            
	 	
              the
                Employer 

            


    

     

        12.
      Amendment; Waiver.
      No
      provisions of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing and signed by the
      Executive and such officer or officers as may be specifically designated by
      the
      Board of Directors of the Employer to sign on its behalf;
      provided,
      however, that if the Employer determines, after a review of the final
      regulations issued under Section 409A of the Code and all applicable Internal
      Revenue Service 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.
      No waiver by either party hereto at any time of any breach by any other party
      hereto of, or compliance with, any condition or provision of this Agreement
      to
      be performed by such other party shall be deemed a waiver of similar or
      dissimilar provisions or conditions at the same or at any prior or subsequent
      time.

    


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

    


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

    


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

    


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

    


        17.
      Regulatory Provisions.

    


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

    


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


    
      
        
        

      

      
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        18.
      Solicitation.

    


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

    


        (a)
      solicit,
      offer employment to, or take any other 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 his 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 any county in which
      the Company or the Bank maintains an office as of the date of termination of
      the
      Executive's employment;

    


        (b)
      provide
      any information, advice 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 any county
      in which the Company or the Bank maintains an office as of the date of
      termination of the Executive's employment, that is intended, or that a
      reasonable person acting in like circumstances would expect, to have the effect
      of causing any officer or employee of the Employer or any of its subsidiaries
      or
      affiliates to terminate his or her employment and accept employment or become
      affiliated with, or provide services for compensation in any 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 any county in
      which
      the Company or the Bank maintains an office as of the date of termination of
      the
      Executive's employment; or

    


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

    


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


    
      
        
        

      

      
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        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.

    


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

    


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

    


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

    


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

    


    
      	
              Attest:

            	 	
              NEWALLIANCE
                BANK

            
	 	 	 
	 	 	 
	
               

            	 	
              By:                                                                      

            
	 	 	
              Peyton
                R. Patterson, Chairman, President and

            
	 	 	
              Chief
                Executive Officer

            
	 	 	 
	
              Attest:

            	 	
              EXECUTIVE

            
	 	 	 
	 	 	 
	
               

            	 	
              By:                                                                        
                

            
	 	 	
               

            


    

    


    
      
        
        

      

      
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