ex10-76.htm


    
      

    

     

    Exhibit
      10.7.6

    AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT

    


            This
      AMENDED AND
      RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of
      September 25, 2007 by and between NewAlliance Bank, a Connecticut savings bank
      (the “Bank”), and Brian S. Arsenault (the “Executive”).

    


    W
      I T N E
      S S E T H :

    


            WHEREAS,
      the
      Executive is currently employed as the Executive Vice President, Corporate
      Communications and Investor Relations of the Bank pursuant to an employment
      agreement between the Bank and the Executive originally entered into as of
      June
      1, 2004 and amended and restated effective January 3, 2006 (the “Employment
      Agreement”);

     

            WHEREAS,
      the Bank
      desires to amend and restate the Employment Agreement in order to make changes
      to comply with Section 409A of the Internal Revenue Code of 1986, as amended
      (the “Code”), as well as certain other changes;

    


            WHEREAS,
      NewAlliance
      Bancshares, Inc., a business corporation organized under the laws of the State
      of Delaware and the holding company of the Bank (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 Company and 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”), provided
      that all changes intended to comply with Section 409A of the Code, including
      without limitation changes to Sections 9, 10 and 11 of the Agreement, shall
      be
      retroactively effective to January 1, 2005; and provided further that no
      retroactive change shall affect the compensation or benefits previously paid
      to
      the Executive.  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 April 1, 2007 (the “Commencement Date”) and
      ending on the second  anniversary of the Commencement Date (the
“Initial Term”), plus such extensions, if any, as are provided pursuant to
      Section 2(b) hereof (the “Employment Period”).

     

            (b)
      Except as
      provided in Section 2(c), prior to the first annual anniversary of the
      Commencement Date 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,
      Corporate Communications and Investor Relations 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  his 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  his
      best efforts to advance the interests of the Employer.

    


    
      
        
        

      

      
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    SECTION
      4.                                CASH
      AND OTHER COMPENSATION.

    


            (a)
      In consideration
      for the services to be rendered by the Executive hereunder, the Bank shall
      pay
      to him a salary of two hundred thirty-eight thousand one hundred sixty dollars
      ($238,160) 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 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 it deems appropriate, but not
      less
      frequently than once every twelve months, and may, in its discretion, approve
      an
      increase therein.  Such review of 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
      Plan, the Bank’s 401(k) Profit Sharing Plan, 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”) payable monthly 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 the 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 he 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 40 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 (“Covered Business
        Miles”), the Bank will provide the Executive an additional reimbursement for the
        Business Miles in excess of the Covered Business Miles at a rate equal to
        the
        standard mileage rate as published by the Internal Revenue Service for the
        period in which the excess Business Miles were incurred (“Reimbursement Rate”),
        with such reimbursement to be provided no later than March 15 of the year
        immediately following the year in which the excess Business Miles were
        incurred.  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 Bank 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 his 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) 

    
      
        
        

      

      
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    advice
      with respect to federal, state and local income tax 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, and such reimbursement shall
      be
      paid promptly by the Employer and in any event no later than March 15 of the
      year immediately following the year in which the Annual Cost was
      incurred.  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.

    


    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  his
      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 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.


    
      
        
        

      

      
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    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 his principal place of employment with a private office,
      secretarial services and other support services and facilities suitable to
      his
      position with the Employer and necessary or appropriate in connection with
      the
      performance of his assigned duties under this Agreement.  The Employer
      shall reimburse the Executive for his 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 his 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, and such reimbursement shall
      be paid promptly by the Employer and in any event no later than March 15 of
      the
      year immediately following the year in which the expenses were
      incurred.

    


    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)
      his
      employment with the Bank terminates during the Employment Period as a result
      of
      the Executive’s termination for Good Reason (as defined in Section 9(a)(i)(A)
      and (B) of this Agreement), which shall mean a termination based on the
      following:

    


            (A)
      any material
      breach of this Agreement by the Employer, including without limitation any
      of
      the following: (1) a material diminution in the Executive’s base compensation,
      (2) a material diminution in the Executive’s authority, duties or
      responsibilities as prescribed in Section 3, or (3) a material diminution in
      the
      authority, duties or responsibilities of the officer to whom the Executive
      is
      required to report, or

    


            (B)
      any material
      change in the geographic location at which the Executive must perform his
      services under this Agreement;

    


    provided,
      however, that prior to any termination of employment for Good Reason, the
      Executive must first provide written notice to the Employer within ninety (90)
      days of the initial existence of the condition, describing the existence of
      such
      condition, and the Employer shall thereafter have the right to remedy the
      condition within thirty (30) days of the date the Employer received the written
      notice from the Executive.  If the Employer remedies the condition
      within such thirty (30) day cure period, then no Good Reason shall be deemed
      to
      exist with respect to such condition.  If the Employer does not remedy
      the condition within such thirty (30) day cure period, then the Executive may
      deliver a notice of termination for Good Reason at any time within sixty (60)
      days following the expiration of such cure period; or


    
      
        
        

      

      
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        (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 his subsequent death, to his estate) the following
      severance benefits for the period beginning on the date that his 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)
      his
      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 his
      employment, with 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 he 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
      his
      employment;

     

        (iii)
      continued group life, health, dental and accident 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 he would have been entitled under
      such plans if he had continued to be employed during such period; provided
      that
      any insurance premiums payable by the Employer or any successors pursuant to
      this Section 9(b)(iii) shall be payable at such times and in such amounts as
      if
      the Executive was still an employee of the Employer, subject to any increases
      in
      such amounts imposed by the insurance company or COBRA, and the amount of
      insurance premiums required to be paid by the Employer in any taxable year
      shall
      not affect the amount of insurance premiums required to be paid by the Employer
      in any other taxable year;

     

        (iv)
      a lump
      sum cash amount equal to the projected cost to the Employer of providing group
      long-term disability insurance benefits to the Executive for the Severance
      Benefits Period, with the projected cost to the Employer to be based on the
      costs incurred as of the date of termination as determined on an annualized
      basis;

    
      
        
        

      

      
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        (v)
      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;

    


        (vi)
      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;

    


        (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 excess, if any, of:

    


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

    


        (viii)
      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 he 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 he 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 (viii) 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 within
      30 days of the Executive’s receipt of a request for reimbursement from the
      Employer.


    
      
        
        

      

      
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        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 greater of (A) the average of the cash incentive
        compensation earned by the Executive from the Employer or any subsidiary
        or
        affiliate 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), (vii) and
      (viii) on the receipt of the Executive’s resignation from any and all positions
      which he 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.

     

            (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 within 30 days of the
      Executive’s receipt of a request for reimbursement from 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:


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

        (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 his 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 his employment with the Employer and its subsidiaries or
      affiliates; (C) engaged in willful misconduct; (D) breached his fiduciary duties
      for personal profit; (E) willfully violated, in any material respect, any law,
      rule or regulation (other than traffic violations or similar offenses), written
      agreement or final cease-and-desist order with respect to his performance of
      services for 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 Good Reason as specified in
      Section 9(a)(i); or

    


        (iii)
      the
      death of the Executive while employed by the Bank, 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 his earned
      but unpaid compensation as of the date of the termination of his employment,
      (B)
      the payment to the Executive of the benefits to which he is entitled under
      all
      applicable employee benefit plans and programs and compensation plans and
      programs as of the date of termination of his employment, and (C) the provision
      of such other benefits, if any, to which he 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.

    


            (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.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

            (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 impairment, 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 his duties on a full-time basis hereunder or his 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 his full Base Salary, bonuses and other benefits to which
      he
      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 his 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.

    


    SECTION
      11.                                PAYMENTS
      UPON A CHANGE IN CONTROL.

    


            (a)
      The term “Change
      in Control” shall mean a change in the ownership of the Company or the Bank, a
      change in the effective control of the Company or the Bank or a change in the
      ownership of a substantial portion of the assets of the Company or the Bank,
      in
      each case as provided under Section 409A of the Code and the regulations
      thereunder.  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 Good Reason as defined in 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 his Base Salary as of the date of
      termination of his 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), (iv), (vi), (vii) and (viii) (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 

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    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 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).

    


    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, local 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,
                  local
                  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.

    


    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.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    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 his termination of employment with the Employer (or, if less, for
      the Severance Benefits Period), he 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.  In addition, in the event of a breach by the Executive of
      any of the provisions of this Section 14, the Employer may avail itself of
      such
      remedies that may be available to it as a result of such breach by the
      Executive, with such remedies to be cumulative and not mutually
      exclusive.  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
      he 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 himself, 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 his 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 his 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 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 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;


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

            (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 his 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.

    


    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 without
      an
      assumption agreement becomes effective shall be deemed the date of termination
      of the Executive’s employment.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

            (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:

    


    Brian
      S.
      Arsenault

    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

    


    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 him in connection with
      or
      arising out of any action, suit or proceeding in which he may be involved,
      as a
      result of his 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.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

            (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 (and in any event no later
      than March 15 of the year immediately following the year in which 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 his
      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.

    


    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.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    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 as of June 1, 2004 between
      the
      Employer and the Executive and the amended and restated employment agreement
      effective as of January 3, 2006 between the Employer 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.

    


    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.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

            (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, he 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.

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

              

              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.

    


    


    


    
      	 	
              ______________________________________

            
	 	
              Brian
                S. Arsenault, Executive

            
	 	 
	 	 
	
              ATTEST:

            	
              NEWALLIANCE
                BANK

            
	 	 
	 	 
	
              By:_____________________________

            	
              By:____________________________________

            
	
              Name:__________________________

            	
              Name:_________________________________

            
	
              Title:___________________________

            	
              Title:__________________________________

            


    

    


    [Seal]

    


    19