ex10-72.htm


    
      

    

     

    Exhibit
      10.7.2

    
      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 Bancshares, Inc., a business
        corporation organized under the laws of the State of Delaware (the “Company”),
        NewAlliance Bank, a Connecticut savings bank (the “Bank”), and Merrill B.
        Blanksteen (the “Executive”).

      


      W
        I T N E
        S S E T H :

      


              WHEREAS,
        the
        Executive is currently employed as the Executive Vice President, Treasurer
        and
        Chief Financial Officer of the Company and the Bank pursuant to an employment
        agreement between the Company, the Bank and the Executive originally entered
        into as of April 1, 2004 and amended and restated effective January 3, 2006
        (the
“Employment Agreement”);

       

              WHEREAS,
        the Company
        and the Bank desire 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,
        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 Company and the Bank collectively referred to herein
        as the
“Employers”; 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 Employers and the Executive hereby agree as
        follows:

      


      SECTION
        1.                                EFFECTIVE
        DATE; EMPLOYMENT.

      


              This
        Agreement shall
        be effective on the date first written above (the AEffective
        Date”), provided that all changes intended to comply with Section 409A of the
        Code, including without limitation changes to Sections 9, 10, 11 and 12 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.  Each of the Employers 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 three years beginning on April 1, 2007 (the “Commencement Date”) and
        ending on the third 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 Boards of
        Directors of the Employers 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 Boards of Directors so approve
        such extension unless the Executive gives written notice to the Employers
        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, he
        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 either of the Employers 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 Employers 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 Employers 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 the Executive Vice President,
        Treasurer and Chief Financial Officer of each of the Employers, having such
        power, authority and responsibility and performing such duties as are prescribed
        by or under the Bylaws of each of the Employers and as are customarily
        associated with such positions.  The Executive shall report directly
        to the Chief Executive Officer of the Company and/or 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 Employers and shall use his best efforts to advance
        the interests of the Employers.


      
        
          
          

        

        
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      Section
        4.                      CASH
        AND OTHER COMPENSATION.

      


              (a)
        In consideration
        for the services to be rendered by the Executive hereunder, the Employers
        shall
        pay to him a salary of three hundred seventy thousand dollars ($370,000)
        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 Company’s and 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 Committees of the Board of
        Directors of the Company (the “Company Board”) and the Board of Directors of the
        Bank (the “Bank Board”) (collectively the “Boards”) shall review the Executive’s
        annual rate of salary at such times during the Employment Period as they
        deem
        appropriate, but not less frequently than once every twelve months, and may,
        in
        their respective 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 Employers’ 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 Boards or the Compensation
        Committees thereof as well as any recommendation of the Chief Executive
        Officer.  In addition to salary, the Executive may receive other cash
        compensation from the Employers for services hereunder at such times, in
        such
        amounts and on such terms and conditions as the Company Board or 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 Employers 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 Employers in discretionary bonuses to executive officers
        as
        authorized by the Company Board and/or 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
        Company Board and/or 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 Board of Directors of the Company 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
        Company and 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 (including, but not limited to Company’s
        Employee Stock Ownership Plan (the “ESOP”), the 

      
        
          
          

        

        
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      Bank’s
        defined benefit Pension Plan, the Bank’s 401(k) Profit Sharing Plan, the Bank’s
        Supplemental Executive Retirement Plan and the Bank’s 2004 Supplemental
        Executive Retirement Plan and any other similar plans that may be adopted
        in the
        future), any and all group life, health (including hospitalization, medical
        and
        major medical), dental, accident and long-term disability insurance plans,
        and
        any other employee benefit and compensation plans (including, but not limited
        to, the ESTIP and any incentive compensation plans or programs or any stock
        benefit plans) as may from time to time be maintained by, or cover employees
        of,
        the Company and 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 Company’s and 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.

       

              (b)  During
        the Employment Period, the Employers shall provide the Executive with an
        expense
        allowance (“Expense Allowance”) payable monthly equal to $600 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/or the Company 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 Company
        and the Bank (as well as any additional information as the Employers 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 and/or the Company (“Business Miles”).  In the event the
        number of Business Miles driven during such calendar year is determined by
        the
        Employers to be more than 5,000 (“Covered Business Miles”), the Bank or the
        Company 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 Company Board and, if increased, shall be reflected in an addendum
        hereto.  Notwithstanding the foregoing, nothing herein shall be deemed
        to impose upon the Employers 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
        Employers shall provide and pay for a parking space for the 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 vacation consistent
        with
        the Employers’ policy for executive officers.

      
        
          
          

        

        
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              (e)
        The Employers
        shall provide during the term of this Agreement, subject to the limitations
        set
        forth herein, for the Executive to receive, at the Employers’ 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 Employers and reasonably satisfactory to the
        Executive.  Subject to the limitations set forth herein, if the
        Employers do 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 Employers
        for the reasonable cost of such Tax Service Professional actually incurred
        by
        the Executive.  The services to be provided shall include (i) the
        preparation of all required federal, state and local personal income tax
        returns, (ii) advice with respect to federal, state and local income tax
        treatment of cash and other forms of compensation paid to the Executive by
        the
        Employers and (iii) investment and retirement counseling and estate
        planning.  Notwithstanding the foregoing, the annual cost to the
        Employers of providing the services to the Executive of such Tax Service
        Professional, whether such Tax Service Professional is selected by the Employers
        or the Executive, shall not exceed $2,500 (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 Employers 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 Company
        and, if increased, shall be reflected in an addendum hereto.

       

              (f)
        During the
        Employment Period, the Employers will reimburse and/or pay for the Executive’s
        cost of membership in the Graduate Club (or such other club reasonably agreed
        to
        by the Employers and the Executive), including all membership bonds or surety,
        initiation or membership fees, annual dues, capital assessments, and all
        business-related expenses incurred at the club (“Club Expenses”).  The
        Executive shall be reimbursed for the cost of Club Expenses expended by
        Executive no later than March 15 of the year immediately following the year
        in
        which the Club Expenses were incurred, and any such reimbursement and/or
        payment
        of the Club Expenses by the Employers shall take into account the federal
        and
        state income tax effect or the Executive of receipt of reimbursement for
        the
        Club Expenses.

      


      SECTION
        6.                                INDEMNIFICATION
        AND INSURANCE.

      


              (a)
        During the
        Employment Period and for a period of six years thereafter, the Employers
        shall
        cause the Executive to be covered by and named as an insured under any policy
        or
        contract of insurance obtained by them to insure their directors and officers
        against personal liability for acts or omissions in connection with service
        as
        an officer or director of the Employers or service in other capacities at
        the
        request of the Employers.  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 Employers or any successors.


      
        
          
          

        

        
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              (b)
        To the maximum
        extent permitted under applicable law, the Employers shall indemnify the
        Executive against and hold him 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 Employers 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 he may disclose to and as may be approved by
        the
        Employers (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 his 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 his duties hereunder, provided that such activities are
        not prohibited under any code of conduct or investment or securities trading
        policy established by the Employers 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, he shall continue to perform services for the Company
        in accordance with this Agreement but shall not directly or indirectly provide
        services to or participate in the affairs of the Bank in a manner inconsistent
        with the terms of such discharge or suspension or any applicable regulatory
        order.

      


      SECTION
        8.                                WORKING
        FACILITIES AND EXPENSES.

      


              It
        is understood by
        the parties that the Executive’s principal place of employment shall be at the
        Employers’ principal executive office located in New Haven, Connecticut, or at
        such other Board approved location within 50 miles of the address of such
        principal executive office, or at such other location as the Employers and
        the
        Executive may mutually agree upon.  The Employers 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 Employers and necessary or appropriate in connection with
        the
        performance of his assigned duties under this Agreement.  The
        Employers shall reimburse the Executive for his ordinary and necessary business
        expenses attributable to the Employers’ business, including, without limitation,
        the Executive’s travel and entertainment expenses incurred in connection with
        the performance of his duties for the Employers under this Agreement, in
        each
        case upon presentation to the Employers of an itemized account of such expenses
        in such form as the Employers may reasonably require.  Such
        reimbursement shall be paid promptly by the Employers and in any event no
        later
        than March 15 of the year immediately following the year in which such 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:


      
        
          
          

        

        
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            (i)
          his
          employment with both of the Employers 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 Employers, 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 Employers within ninety
        (90)
        days of the initial existence of the condition, describing the existence
        of such
        condition, and the Employers shall thereafter have the right to remedy the
        condition within thirty (30) days of the date the Employers received the
        written
        notice from the Executive.  If the Employers remedy 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 Employers do 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

      


          (ii)
        the
        Executive’s employment with the Employers is terminated by the
        Employers  during the Employment Period for any reason other than for
“cause,” death or “Disability,” 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 Employers 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
        Company’s and 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;

      
        
          
          

        

        
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          (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 Employers 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 Employers, 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 Employers in any taxable year
        shall not affect the amount of insurance premiums required to be paid by
        the
        Employers in any other taxable year;

      


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

      


          (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 Employers
        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:


      
        
          
          

        

        
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              (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 Company and 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, with such values
        to be
        determined using the mortality tables prescribed under Section 415(b)(2)(E)(v)
        of the Code;

      


          (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
        Company and 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 Employers for any such payments
        previously made within 30 days of the Executive’s receipt of a request for
        reimbursement from the Employers; and

      


          (ix)
        within
        30 days following the occurrence of an event described in Section 9(a), upon
        the
        surrender of any shares previously awarded to the Executive under any restricted
        stock plan maintained by, or covering employees of, the Employers, which
        are
        then subject to restrictions, a lump sum payment in an amount equal to the
        product of:

      


              (A)
        the fair market
        value of a share of stock of the same class of stock granted under such plan,
        determined as of the date of the Executive’s termination of employment;
        multiplied by

      


              (B)
        the number of
        shares which are being surrendered; provided that in the event of a breach
        of
        Section 14 of this Agreement by the Executive, the Executive acknowledges
        that
        the Employers will be entitled to recoup any and all amounts paid by the
        Employers to the Executive pursuant to this Section 9(b)(ix), as set forth
        in
        Section 14 hereof.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

              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 Employers or any subsidiary
        thereof during any one of 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 Employers 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
        Employers and the
        Executive further agree that the Employers 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
        Employers or any of their 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
        Employers’ obligations set forth in Section 9(b) except with respect to Section
        9(b)(iii), with the Executive to reimburse the Employers the amount of the
        offset with respect to amounts previously paid by the Employers within 30
        days
        of the Executive’s receipt of a request for reimbursement from the
        Employers.  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 Employers 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 Employers shall terminate during
        the Employment Period on account of:

      


          (i)  the
        discharge of the Executive for “cause,” which, for purposes of this Agreement,
        shall mean a discharge because either the Company Board or 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 Employers and their subsidiaries or affiliates; (C) 

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      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
        Company or the Bank, as determined by the Company Board or 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 Company
        Board or 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 Company and 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 Employers, 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 Employers 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 Company’s or the Bank’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
        Employers.  Any act, or failure to act, based upon authority given
        pursuant to a resolution duly adopted by the Company Board, the Bank Board
        or
        based upon the written advice of counsel for the Employers 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 Employers.  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 Company Board or the Bank Board at a
        meeting
        of such Board called and held for such purpose (after reasonable notice is
        provided to the Executive and the Executive is given an opportunity, together
        with counsel, to be heard before such Board), finding that, in the good faith
        opinion of such Board, the Executive is guilty of the conduct described in
        Section 10(a)(i) above, and specifying the particulars thereof in
        detail.

      


              (c)  “Disability”
        shall be deemed to have occurred if the Executive: (i) is unable to engage
        in
        any substantial gainful activity by reason of any medically determinable
        physical or mental impairment which can be expected to result in death or
        can be
        expected to last for a continuous period of not less than 12 months, or (ii)
        is,
        by reason of any medically determinable physical or mental impairment which
        can
        be expected to result in death or can be expected to last for a continuous
        period of not less than 12 months, receiving income replacement benefits
        for a
        period of not less than three months under an accident and health plan covering
        employees of the Employers.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

              (d)  During
        any period in which the Executive is absent due to physical or mental
        impairment, the Employers may, without breaching this Agreement, appoint
        another
        person or persons to act as interim Executive Vice President and Chief Financial
        Officer 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
        Employers may provide notice to the Executive in writing that they intend
        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 Employers shall be terminated subsequent to a
        Change in Control and during the term of this Agreement by (i) the Employers
        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
        Employers 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 Employers 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 pursuant to clause (ii)
        above, bonuses earned under the Bank’s Performance Unit Plan will not be
        included in calculating the highest level of cash incentive
        compensation.  In calculating the benefits due to the Executive under
        Section 9(b)(vii) with respect to the Bank’s 2004 Supplemental Executive
        Retirement Plan related to its pension plan, in accordance with the terms
        thereof, the Executive will be treated as having attained the age equal to
        the
        greater of (x) his actual age as of the date of termination plus three years
        or
        (y) age 55.   In addition, the Employers 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 Employers are
        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 Employers shall
        include in the lump sum payment due pursuant to the terms of this Section
        11(b)
        the value of the benefits required to be provided by said Section 9(b)(iii)
        for
        the Severance Benefits Period as amended by this Section 11(b).  The
        severance and other benefits payable pursuant to this Section 11(b) shall
        not be
        subject to reduction pursuant to the provisions of Section
        9(c).


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      SECTION
        12.                                TAX
        INDEMNIFICATION.

      


              (a)  If
        the
        payments and benefits pursuant to this Agreement, either alone or together
        with
        other payments and benefits which the Executive has the right to receive
        from
        the Employers and their subsidiaries, would constitute a “parachute payment” as
        defined in Section 280G(b)(2) of the Code (the “Initial Parachute Payment”),
        then the Company shall pay to the Executive, within ten (10) business days
        after
        the date of termination and subject to applicable withholding requirements,
        a
        cash amount equal to the sum of the following:

      


          (i)  twenty
        (20) percent (or such other percentage equal to the tax rate imposed by Section
        4999 of the Code) of the amount by which the Initial Parachute Payment exceeds
        the Executive’s “base amount” from the Employers and their subsidiaries
        (including their predecessors), as defined in Section 280G(b)(3) of the Code,
        with the difference between the Initial Parachute Payment and the Executive’s
        base amount being hereinafter referred to as the “Initial Excess Parachute
        Payment”;

      


          (ii)  such
        additional amount (tax allowance) as may be necessary to compensate the
        Executive for the payment by the Executive of state, local and federal income
        and excise taxes on the payment provided under clause (i) above and on any
        payments under this clause (ii).  In computing such tax allowance, the
        payment to be made under clause (i) above shall be multiplied by the “gross up
        percentage” (“GUP”).  The GUP shall be determined as
        follows:

      


      Tax
        Rate

      GUP  =  _________

      1-
        Tax
        Rate

      


              The
        Tax Rate for
        purposes of computing the GUP shall be the highest marginal federal, state
        and
        local income and employment-related tax rate (including Social Security and
        Medicare taxes), including any applicable excise tax rate, applicable to
        the
        Executive in the year in which the payment under clause (i) above is made,
        and
        shall also reflect the phase-out of deductions and the ability to deduct
        certain
        of such taxes.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          
        (b)  Notwithstanding
          the foregoing, if it shall subsequently be determined in a final judicial
          determination or a final administrative settlement to which the Executive
          is a
          party that the actual excess parachute payment as defined in Section 280G(b)(1)
          of the Code (before giving effect to the payments under Sections 12(a)(i)
          and
          (ii) above) is different from the Initial Excess Parachute Payment (such
          different amount being hereafter referred to as the ADeterminative
          Excess Parachute Payment”), then the Company’s independent tax counsel or
          accountants shall determine the amount (the AAdjustment
          Amount”) which either the Executive must pay to the Company or the Company must
          pay to the Executive in order to put the Executive (or the Company, as
          the case
          may be) in the same position the Executive (or the Company, as the case
          may be)
          would have been if the Initial Excess Parachute Payment had been equal
          to the
          Determinative Excess Parachute Payment. In determining the Adjustment Amount,
          the independent tax counsel or accountants shall take into account any
          and all
          taxes (including any penalties and interest) paid by or for the Executive
          or
          refunded to the Executive or for the Executive’s benefit.  As soon as
          practicable after the Adjustment Amount has been so determined and in no
          event
          more than thirty (30) days after the Adjustment Amount has been so determined,
          the Company shall pay the Adjustment Amount to the Executive or the Executive
          shall repay the Adjustment Amount to the Company, as the case may
          be.

      

              

              (c)  In
        each calendar year that the Executive receives payments of benefits that
        constitute a parachute payment, the Executive shall report on his state,
        local
        and federal income tax returns such information as is consistent with the
        determination made by the independent tax counsel or accountants of the Company
        as described above.  The Company shall indemnify and hold the
        Executive harmless from any and all losses, costs and expenses (including
        without limitation, reasonable attorneys’ fees, interest, fines and penalties)
        which the Executive incurs as a result of so reporting such information,
        with
        such indemnification to be paid by the Company to the Executive as soon as
        practicable and in any event no later than March 15 of the year immediately
        following the year in which the amount subject to indemnification was
        determined. The Executive shall promptly notify the Company in writing whenever
        the Executive receives notice of the institution of a judicial or administrative
        proceeding, formal or informal, in which the federal tax treatment under
        Section
        4999 of the Code of any amount paid or payable under this Section 12 is being
        reviewed or is in dispute.  The Company shall assume control at its
        expense over all legal and accounting matters pertaining to such federal
        tax
        treatment (except to the extent necessary or appropriate for the Executive
        to
        resolve any such proceeding with respect to any matter unrelated to amounts
        paid
        or payable pursuant to this Section 12) and the Executive shall cooperate
        fully
        with the Company in any such proceeding.  The Executive shall not
        enter into any compromise or settlement or otherwise prejudice any rights
        the
        Company may have in connection therewith without the prior consent of the
        Company.

       

              (d)  The
        Executive hereby agrees with the Employers and any successor thereto to in
        good
        faith consider and take steps commonly used to minimize or eliminate any
        tax
        liability or costs that would otherwise be created by the tax indemnification
        provisions set forth in Section 12 of this Agreement if requested to do so
        by
        the Employers or any successor thereto; provided, however, that the
        foregoing language shall neither require the Executive to take or not take
        any
        specific action in furtherance thereof nor contravene, limit or remove any
        right
        or privilege provided thereto under this Agreement.

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      SECTION
        13.                                SOURCE
        OF PAYMENTS; NO DUPLICATION OF PAYMENTS.

      


              All
        payments provided
        in this Agreement shall be timely paid in cash or check from the general
        funds
        of the Company or the Bank.  Payments pursuant to this Agreement shall
        be allocated between the Company and the Bank in proportion to the level
        of
        activity and the time expended on such activities by the Executive as determined
        by the Company and the Bank on a quarterly basis, unless the applicable
        provision of this Agreement specifies that the payment shall be made by either
        the Company or the Bank.  In no event shall the Executive receive
        duplicate payments or benefits from the Company and the Bank.

      


      SECTION
        14.                                COVENANT
        NOT TO COMPETE.

      


              In
        the event the
        Executive’s employment with the Employers 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 Employers (or, if less,
        for
        the Severance Benefits Period), he shall not, without the written consent
        of the
        Employers, 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 Executive acknowledges that
        the
        Employers will seek to recoup the amounts paid to the Executive pursuant
        to
        Section 9(b)(ix) of this Agreement, up to the full value reasonably assigned
        to
        the breach of the non-competition provisions of this Section 14 by the
        Employers, provided that no such action may be taken without the Employers
        providing the Executive not less than twenty (20) days written notice of
        their
        intent to take such action and giving the Executive the right to cure such
        breach within ten (10) days of the Executive’s receipt of such notice. In
        addition, the Employers may avail themselves of such other remedies that
        may be
        available to them as a result of any breach of this Section 14 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 Employers, 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 Employers or their subsidiaries or affiliates,
        any material document or information obtained from the Employers or their
        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 Employers’ 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.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      SECTION
        16.                                SOLICITATION.

      


              The
        Executive hereby
        covenants and agrees that, for a period of two years following his termination
        of employment with the Employers for any reason, he shall not, without the
        written consent of the Employers, 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 Employers or any of their 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 the counties
        specified in Section 14;

       

              (b)  provide
        any information, advice or recommendation with respect to any such officer
        or
        employee to any savings bank, savings and loan association, bank, bank holding
        company, savings and loan holding company, or other institution engaged in
        the
        business of accepting deposits, making loans or doing business within the
        counties specified in Section 14, that is intended, or that a reasonable
        person
        acting in like circumstances would expect, to have the effect of causing
        any
        officer or employee of the Employers or any of their 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 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 Employers or by the Executive, shall have no effect on the vested
        rights
        of the Executive under the Company’s or 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.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      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 Employers
        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 Employers, 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 Employers would
        be
        required to perform it if no such succession or assignment had taken
        place.  Failure of the Employers 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 Employers in the same amount and on the same terms as the compensation
        pursuant to Section 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.

      


              (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:

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      If
        to the
        Executive:

      


      Merrill
        B. Blanksteen

      At
        the
        address last appearing

      on
        the
        personnel records of

      the
        Employers

      


      If
        to the
        Employers:

      


      NewAlliance
        Bancshares, Inc.

      NewAlliance
        Bank

      195
        Church Street

      New
        Haven, CT  06510

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

      Attention:
        Chairman of the Board

      


      with
        a
        copy, in the case of a notice to the Employers, 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
        Employers 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 Employers’ obligations hereunder shall be conclusive evidence of the
        Executive’s entitlement to indemnification hereunder, and any such
        indemnification payments shall be in addition to amounts payable pursuant
        to
        such settlement agreement, unless such settlement agreement expressly provides
        otherwise.

      


              (b)  The
        Employers’ obligation to make the payments provided for in this Agreement and
        otherwise to perform their obligations hereunder shall not be affected by
        any
        set-off, counterclaim, recoupment, defense or other claim, right or action
        which
        the Employers 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 Employers agree 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 Employers, 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.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      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.

      


      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.

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      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 April 1, 2002 between
        the Bank and the Executive and the amended and restated employment agreement
        effective as of January 3, 2006 between the Employers 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
        Employers determine, 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 Employers 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
        Employers, 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 AAAA”),
        before resorting to arbitration.

      


              (c)  Thereafter,
        any unresolved controversy or claim arising out of or relating to this Agreement
        or the breach thereof, upon notice by any party to the other, shall be submitted
        to and finally settled by arbitration in accordance with the Commercial
        Arbitration Rules (the ARules”)
        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 or she shall be named by the AAA.  Arbitration shall occur in
        New Haven, Connecticut or such other location as may be mutually agreed to
        by
        the parties.

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

              (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.

      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


              IN
        WITNESS WHEREOF,
        the Company and the Bank have caused this Agreement to be executed by their
        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.

      


      


       

      
        
          	 	
                  _________________________________

                
	 	
                  Merrill
                    B. Blanksteen, Executive

                
	 	 
	 	 
	
                  ATTEST:

                	
                  NEWALLIANCE
                    BANCSHARES, INC.

                
	 	 
	 	 
	 	 
	
                  By:_____________________________

                	
                  By:____________________________________

                
	
                  Name:__________________________

                	
                  Name:_________________________________

                
	
                  Title:___________________________

                	
                  Title:__________________________________

                
	 	 
	
                  [Seal]

                	 
	 	 
	 	 
	
                  ATTEST:

                	
                  NEWALLIANCE
                    BANK

                
	 	 
	 	 
	 	 
	
                  By:_____________________________

                	
                  By:____________________________________

                
	
                  Name:__________________________

                	
                  Name:_________________________________

                
	
                  Title:___________________________

                	
                  Title:__________________________________

                
	 	 
	
                  [Seal]

                	 


        

      

      


      


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