ex10-3.htm


    
      
        

      

    

    Exhibit
      10.3

    
       

    

    NEWALLIANCE
      BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN

    AMENDED
      AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    


    


    PREAMBLE

    


    This
      Employee Stock Ownership Plan Amended and Restated Supplemental Executive
      Retirement Plan (“Plan”) of NewAlliance Bancshares, Inc. (the “Company”) and
      NewAlliance Bank (the “Bank”) is adopted effective as of September 25,
      2007.  The Plan was initially adopted effective as of May 1,
      2004.  The Plan as amended and restated shall in all respects be
      subject to the provisions set forth herein.

    


    This
      Plan is being amended and restated
      to comply with the requirements of Section 409A of the Code and the regulations
      issued thereunder.  No benefits payable under this Plan shall be
      deemed to be grandfathered for purposes of Section 409A of the
      Code.

    


    The
      Plan shall at all times be
      characterized as a “top hat” plan of deferred compensation maintained for a
      select group of management or highly compensated employees, as described under
      Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and any regulations relating
      thereto.  The Plan has been and shall continue to be operated in
      compliance with Section 409A of the Code.  The Plan is an unfunded
      plan for tax purposes.  The provisions of the Plan shall be construed
      to effectuate such intentions.

    


    PURPOSE

    


    The
      Plan
      is established and maintained by the Company and the Bank for the purpose of
      permitting one or more of its officers listed in Appendix A attached hereto
      who
      participate in the ESOP to receive allocations representing shares of common
      stock of the Company pursuant to Section 3.1 of this Plan in excess of the
      number of shares of Company Common Stock which are allocable to their Company
      Stock Account and Other Investments Account pursuant to Section 4.1(b) of the
      ESOP under the limitations imposed by Sections 401(a)(17) and 415 of the
      Code.

    


    Accordingly,
      the Company and the Bank hereby adopt this amended and restated Plan pursuant
      to
      the terms and provisions set forth below:

    


    


    ARTICLE
      I

    


    DEFINITIONS

    


    In
      addition to those terms defined above, the following terms shall have the
      meanings hereinafter set forth whenever used herein:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.1.
“Accumulation
      Account” means the
      account maintained on the books of the Bank for each Participant with respect
      to
      the Plan.  Each Participant’s Accumulation Amount shall consist of the
      following sub-Accounts: (i) a Stock Units Account, a sub-account that is
      credited with Stock Units; and (ii) such other sub-accounts as may be necessary
      to reflect allocations under the Plan and such further sub-Accounts as the
      Committee may deem necessary.  The Stock Units Account (i) may not be
      diversified; (ii) must remain at all times credited with units that represent
      Company Common Stock; and (iii) must be distributed solely in the form of
      Company Common Stock.  A Participant’s Accumulation Account shall be
      utilized solely as a device for the measurement and determination of any
      benefits payable to the Participant pursuant to this Plan.  A
      Participant shall have no interest in his Accumulation Account, nor shall it
      constitute or be treated as a trust fund of any kind.

    


    1.2.           “Board”
      means the Board of Directors of the Company and the Bank.

    


    1.3.           “Change
      in Control” means 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.

    


    1.4.           “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, and
      any
      regulations relating thereto.

    


    1.5           “Committee”
      means the Compensation Committee of the Board.

    


    1.6.           “Company
      Common Stock” means shares of common stock of the Company.

    


    1.7.           “Disability” means
      in the case of any Participant that the Participant: (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 Company or the Bank.

    


    1.8.           “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended, and
      any
      regulations relating thereto.

    


    1.9.           “ESOP
      Allocation” means the number of shares allocable to the individual account of a
      participant in the ESOP pursuant to Section 4.1(b) of the ESOP.

    


    1.10.          “Participant”
      means a salaried employee of the Company and/or the Bank who is a participant
      in
      the ESOP, who is a member of a select group of management or highly compensated
      employees within the meaning of Section 201(2) of ERISA and who is selected
      by
      the Board to participate in the Plan in accordance with Article II
      hereof.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    1.11           “Plan
      Year” means the 12-consecutive-month period ending December 31 of each year,
      except that the initial Plan Year shall commence on April 1, 2004 and end on
      December 31, 2004.

    


    1.12.            “Separation
      from Service” means a termination of a Participant’s services (whether as an
      employee or as an independent contractor) to the Company and the
      Bank.  Whether a Separation from Service has occurred shall be
      determined in
      accordance with the requirements of Section 409A of the Code based on
      whether the facts and circumstances indicate that the Company, the Bank and
      the
      Participant reasonably anticipated that no further services would be performed
      after a certain date or that the level of bona fide services the Participant
      would perform after such date (whether as an employee or as an independent
      contractor) would permanently decrease to no more than twenty percent (20%)
      of
      the average level of bona fide services performed (whether as an employee or
      an
      independent contractor) over the immediately preceding thirty-six (36) month
      period.

    


    1.13.             “Stock
      Unit” means a bookkeeping unit used for the purpose of crediting amounts to the
      account of a Participant, with each such Stock Unit being equivalent to one
      share of Company Common Stock.

    


    1.14.            “Supplemental
      ESOP Allocation” shall mean the number of Stock Units allocated to a
      Participant’s account pursuant to Section 3.1 of the Plan.

    


    


    ARTICLE
      II

    


    ELIGIBILITY

    


    A
      salaried employee of the Company and/or the Bank who is eligible to receive
      the
      benefit of an ESOP Allocation, the total amount of which is reduced by reason
      of
      the limitation on compensation or annual additions for the purpose of
      calculating allocations pursuant to Sections 401(a)(17) and 415 of the Code,
      shall be eligible to be selected by the Board of Directors of the Company and
      the Bank to participate in the Plan.

    


    


    ARTICLE
      III

    


    SUPPLEMENTAL
      CONTRIBUTIONS

    


    3.1.           Supplemental
      ESOP Allocation.

    


    A
      Participant in the Plan shall receive a Supplemental ESOP Allocation of Stock
      Units each year effective as of the last day of the Plan Year.  The
      number of Stock Units allocable to a Participant with respect to a given Plan
      Year shall be calculated as set forth below:

    


    (a)           The
      ESOP Allocation which would have been allocated to the Participant for the
      Plan
      Year, as determined by Section 4.1(b) of the ESOP and the definition of
“Compensation” in Section 1.10 of the ESOP without giving effect to the
      limitations imposed by Sections 401(a)(17) and 415 of the Code on the maximum
      amount of compensation which may be taken into consideration for the purposes
      of
      the ESOP; less


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (b)           The
      ESOP Allocation actually allocated to the account of the Participant in the
      ESOP
      for the Plan Year.

    


    Supplemental
      ESOP Allocations made for the benefit of a Participant for any Plan Year shall
      be credited to a Stock Units account maintained under the Plan in the name
      of
      each Participant.

    


    


    ARTICLE
      IV

    


    ACCUMULATION
      ACCOUNT

    


    4.1.           Determination
      of Accumulation Account.  Amounts credited under this
      Plan will be credited to a Stock Units Account for each
      Participant.  The Participant's ultimate deferred compensation
      payments shall be based on the aggregate value of the Stock Units accrued in
      the
      Stock Units Account (and any other sub-accounts) determined as hereinafter
      set
      forth:

    


    (a)           All
      amounts credited to the Stock Units Account shall be applied to the crediting
      of
      Stock Units.  The number of Stock Units credited to a Participant's
      Stock Units Account shall equal the dollar amount credited to such account
      (as
      determined in Section 3.1 of the Plan) for a given Plan Year divided by the
      closing sales price of the Company Common Stock as of December 31 of that
      Plan Year (or if the Company Common Stock is not traded on such date, as of
      the
      nearest immediately preceding trading date).  The number of Stock
      Units shall be rounded to the nearest one-thousandth.  Each Stock Unit
      shall be deemed to pay cash dividends as if it were one share of Company Stock,
      and any such deemed dividends will result in the crediting of additional Stock
      Units to the Stock Units Account on a date selected by the Bank, with the number
      of Stock Units so credited to be calculated by dividing the amount of the deemed
      dividend by the closing sales price of the Company Common Stock on the dividend
      payment date set by the Company.  After the crediting of Stock Units
      to the Stock Units Account, subsequent fluctuations in the fair market value
      of
      the Company Stock shall not result in any change in the number of such Stock
      Units then credited to the Stock Units Account.

    


    (b)           In
      the event of any change in the outstanding shares of the Company by reason
      of
      any stock dividend or split, recapitalization, merger, consolidation, spin-off,
      reorganization, combination or exchange of shares or other similar corporate
      change, then the Stock Units Account of each Participant shall be adjusted
      by
      the Committee in a reasonable manner to compensate for the change, and any
      such
      adjustment by the Committee shall be conclusive and binding for all purposes
      of
      the Plan.


    
      
        
        

      

      
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    ARTICLE
      V

    


    INVESTMENT
      OF SUPPLEMENTAL ESOP ALLOCATIONS

    


    Amounts
      credited hereunder to the account of a Participant shall be converted into
      Stock
      Units and shall be treated as if they were actually invested in the Company
      Common Stock.  If  any Company Common Stock is held in a
      rabbi trust to fund the Company and the Bank's obligations under the Plan,
      the
      Company Common Stock (i) may not be diversified; (ii) must remain at all times
      invested in the form of Company Common Stock or common stock units of the
      Company, as applicable; and (iii) must be distributed solely in the form of
      whole shares of Common Stock.  A change by a Participant in the
      investment election applicable to amounts in his or her ESOP account shall
      not
      affect the number of Stock Units held in the Plan.

    


    


    ARTICLE
      VI

    


    VESTING;
      DISTRIBUTIONS

    


    6.1.           Vesting.  The
      vested portion of a Participant’s account shall be a percentage of the total
      amount credited to the account determined on the basis of the Participant’s
      number of “Years of Service” (as defined in Section 1.56 (or any successor
      thereto) of the ESOP) according to the following schedule:

    


    
      	
              Years
                of Service

            	
              Vested
                Percentage

            
	
              Less
                than 3 years

            	
                  0%

            
	
              3
                but less than 4 years

            	
                20%

            
	
              4
                but less than 5 years

            	
                40%

            
	
              5
                but less than 6 years

            	
                60%

            
	
              6
                but less than 7 years

            	
                80%

            
	
              7
                or more years

            	
              100%

            


    

    


    In
      determining Years of Service for purposes of vesting under the Plan, Years
      of
      Service with the Bank (including its predecessor, New Haven Savings Bank) prior
      to the effective date of the ESOP shall be included.

    


    Notwithstanding
      the above vesting schedule, a Participant shall be 100% vested in his account
      upon (1) attainment of “Early Retirement Age” or “Normal Retirement Age” (as
      defined in Sections 1.13 and 1.35, respectively, (or any successors thereto)
      of
      the ESOP); (2) Disability; (3) termination or partial termination of this
      Plan; or (4) a Change in Control.


    
      
        
        

      

      
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    6.2           Distribution.

    


    (a)           General.  The
      vested portion of a Participant’s Accumulation Account may not be distributed
      prior to (a) the Participant’s Disability or death, (b) the first day of the
      month following the lapse of six months following the Participant’s Separation
      from Service for reasons other than Disability or death, (c) the time specified
      in the Participant’s payment election form, or (d) a Change in
      Control.  The vested portion of amounts credited to a Participant’s
      Accumulation Account shall be distributed to a Participant at the time and
      in
      the manner indicated on the Participant’s payment election form (a copy of which
      is attached as Appendix B), except that any distribution must be solely in
      the
      form of whole shares of Company Common Stock.  Cash will not be
      distributed in lieu of fractional shares.  The form of benefit payment
      may be in a single lump sum payment or annual installment payments not in excess
      of ten years, as specified on a Participant’s payment election
      form.  If the benefits are to be paid in annual installments, the
      first annual installment shall be paid on or as soon as practicable following
      the payment event selected by the Participant (subject to the six-month delay
      required above if the payment event is a Separation from Service), and all
      subsequent annual payments shall be paid on the annual anniversary date of
      the
      first payment.  Any new payment elections made by a Participant on or
      after January 1, 2005 shall be made in accordance with this Article
      VI.  If a Participant elects a form of payment upon more than one
      payment event, then the first payment event that occurs shall govern how the
      payment is made.

    


    (b)           Amount
      of Each Annual Installment.  The dollar
      amount of each annual installment paid to a Participant or his or her
      beneficiaries shall be determined by multiplying the value of the Participant’s
      Accumulation Account as of the close of business on the day preceding such
      payment by a fraction.  The numerator of the fraction shall in all
      cases be one, and the denominator of the fraction shall be the number of annual
      installments remaining to be paid to the Participant or his or her
      beneficiaries, including the annual installment for which the calculation is
      being made. For example, if a Participant elected to receive 10 annual
      installments, the amount of the first annual installment shall be 1/10th of the
      Participant’s Accumulation Account, the second annual installment shall be
      1/9th of the
      then remaining Accumulation Account, and so on.

    


    (c)           Prior
      Elections.  Any payment elections made
      by a Participant before January 1, 2005 shall continue in effect until such
      time
      as the Participant makes a subsequent payment election pursuant to Section
      6.2(d) or 6.2(e) below and such payment election becomes effective as set forth
      below.  If no payment election was previously made, then the current
      payment election shall be deemed to be a single lump sum payment as of the
      first
      day of the month following the lapse of six months after a Separation of
      Service.

    


    (d)           Transitional
      Elections Prior to 2008.  On or before December 31, 2007,
      if a Participant wishes to change his payment election as to either the time
      or
      form of payment or both, the Participant may do so by completing a payment
      election form approved by the Committee, provided that any such election (i)
      must be made prior to the Participant’s Separation from Service, (ii) shall
      not take effect before the date that is 12 months after the date the election
      is
      made and accepted by the Committee, (iii) made in 2006 cannot apply to amounts
      that would otherwise be payable in 2006 and may not cause an amount to be paid
      in 2006 that would otherwise be paid in a later year, and (iv) made in 2007
      cannot apply to amounts that would otherwise be payable in 2007 and may not
      cause an amount to be paid in 2007 that would otherwise be paid in a later
      year.


    
      
        
        

      

      
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    (e)           Changes
      in Payment Elections after 2007.  On or
      after January 1, 2008, if a Participant wishes to change his or her payment
      election as to either the time or form of payment or both, the Participant
      may
      do so by completing a payment election form approved by the Committee, provided
      that any such election (i) must be made prior to the Participant’s Separation
      from Service, (ii) must be made at least 12 months before the date on which
      any
      benefit payments as of a fixed date or pursuant to a fixed schedule are
      scheduled to commence, (iii) shall not take effect until at least 12 months
      after the date the election is made and accepted by the Committee, and (iv)
      for
      payments to be made other than upon death or Disability, must provide an
      additional deferral period of at least five years from the date such payment
      would otherwise have been made (or in the case of any installment payments
      treated as a single payment, five years from the date the first amount was
      scheduled to be paid).  For purposes of this Plan and clause (iv)
      above, all installment payments under this Plan shall be treated as a single
      payment.

    


    6.3           Withholding;
      Payroll Taxes.  The Bank shall withhold
      from payments made hereunder any taxes required to be withheld from a
      Participant’s wages under applicable federal, state or local tax
      laws.

    


    6.4           Payment
      to Guardian.  If a Plan benefit is
      payable to a minor or a person declared to be incompetent or to a person
      incapable of handling the disposition of his property, the Committee may direct
      payment of such Plan benefit to the guardian, legal representative or person
      having the care and custody of such minor or other person.  The
      Committee may require proof of incompetence, minority, incapacity or
      guardianship, as it may deem appropriate prior to distribution of the Plan
      benefit.  Such distribution shall completely discharge the Committee,
      the Company and the Bank from all liability with respect to such
      benefit.

    


    6.5.           Survivor
      Benefit.  If a Participant should die before distribution
      of the vested portion of his or her account pursuant to the Plan has been made
      to him or her, any remaining vested amounts shall be distributed to his or
      her
      beneficiary in the method designated by the Participant in writing delivered
      to
      the Bank prior to the Participant’s death.  If a Participant has not
      designated a beneficiary, or if no designated beneficiary is living on the
      date
      of distribution, such vested amounts shall be distributed to those persons
      entitled to receive distributions of the Participant’s account under the
      ESOP.  If a Participant has not designated a method of distribution,
      then the vested portion of the Participant’s account shall be paid in a lump sum
      as soon as practicable following the date of his death.  The payment
      to a beneficiary or a deemed beneficiary shall completely discharge the Company
      and the Bank’s obligations under this Plan.


    
      
        
        

      

      
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    ARTICLE
      VII

    


    7.1           Scope
      of Claims Procedures.  This Article is based on final
      regulations issued by the Department of Labor and published in the Federal
      Register on November 21, 2000 and codified at 29 C.F.R. Section
      2560.503-1.  If any provision of this Article conflicts with the
      requirements of those regulations, the requirements of those regulations will
      prevail.

    


    7.2           Initial
      Claim.  The Participant or any beneficiary who believes
      he or she is entitled to any benefit under the Plan (a “Claimant”) may file a
      claim with the Company within one hundred eighty (180) days of the date on
      which
      the event that caused the claim to arise occurred.  The Company shall
      review the claim itself or appoint an individual or an entity to review the
      claim.

    


    
      	
               

            	
              (a)

            	
              Initial
                Decision.  The Claimant shall be notified within
                ninety (90) days after the claim is filed whether the claim is allowed
                or
                denied, unless the Claimant receives written notice from the Company
                or
                appointee of the Company prior to the end of the ninety (90) day
                period
                stating that special circumstances require an extension of the time
                for
                decision, with such extension not to extend beyond the day which
                is one
                hundred eighty (180) days after the day the claim is
                filed.

            


    

    


    
      	
               

            	
              (b)

            	
              Manner
                and Content of Denial of Initial Claims.  If the
                Company denies a claim, it must provide to the Claimant, in writing
                or by
                electronic communication:

            


    

    


    
      	
               

            	
              (i)

            	
              The
                specific reasons for the denial;

            


    

    


    
      	
               

            	
              (ii)

            	
              A
                reference to the provision of the Plan upon which the denial is
                based;

            


    

    


    
      	
               

            	
              (iii)

            	
              A
                description of any additional information or material that the Claimant
                must provide in order to perfect the
                claim;

            


    

    


    
      	
               

            	
              (iv)

            	
              An
                explanation of why such additional material or information is
                necessary;

            


    

    


    
      	
               

            	
              (v)

            	
              Notice
                that the Claimant has a right to request a review of the claim denial
                and
                information on the steps to be taken if the Claimant wishes to request
                a
                review of the claim denial; and

            


    

    


    
      	
               

            	
              (vi)

            	
              A
                statement of the Claimant’s right to bring a civil action under Section
                502(a) of ERISA, following a denial on review of the initial
                denial.

            


    

    


    7.3           Review
      Procedures.

    


    
      	
               

            	
              (a)

            	
              Request
                For Review.  A request for review of a denied claim
                must be made in writing to the Company within sixty (60) days after
                receiving notice of denial.  The decision upon review will be
                made within sixty (60) days after the Company’s receipt of a request for
                review, unless special circumstances require an extension of time
                for
                processing, in which case a decision will be rendered not later than
                one
                hundred twenty (120) days after receipt of a request for
                review.  A notice of such an extension must be provided to the
                Claimant within the initial sixty (60) day period and must explain
                the
                special circumstances and provide an expected date of
                decision.

            


    

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    The
      reviewer shall afford the Claimant an opportunity to review and receive, without
      charge, all relevant documents, information and records and to submit issues
      and
      comments in writing to the Company.  The reviewer shall take into
      account all comments, documents, records and other information submitted by
      the
      Claimant relating to the claim regardless of whether the information was
      submitted or considered in the initial benefit determination.

    


    
      	
               

            	
              (b)

            	
              Manner
                and Content of Notice of Decision on Review.  Upon
                completion of its review of an adverse claim determination, the Company
                will give the Claimant, in writing or by electronic notification,
                a notice
                containing:

            


    

    


    
      	
               

            	
              (i)

            	
              its
                decision;

            


    

    


    
      	
               

            	
              (ii)

            	
              the
                specific reasons for the decision;

            


    

    


    
      	
               

            	
              (iii)

            	
              the
                relevant provisions of this Plan on which its decision is
                based;

            


    

    


    
      	
               

            	
              (iv)

            	
              a
                statement that the Claimant is entitled to receive, upon request
                and
                without charge, reasonable access to, and copies of, all documents,
                records and other information in the Company’s files which is relevant (as
                defined in applicable ERISA regulations) to the Claimant’s claim for
                benefits;

            


    

    


    
      	
               

            	
              (v)

            	
              a
                statement describing the Claimant’s right to bring an action for judicial
                review under Section 502(a) of ERISA;
                and

            


    

    


    
      	
               

            	
              (vi)

            	
              if
                an internal rule, guideline, protocol or other similar criterion
                was
                relied upon in making the adverse determination on review, a statement
                that a copy of the rule, guideline, protocol or other similar criterion
                will be provided without charge to the Claimant upon
                request.

            


    

    


    7.4           Calculation
      of Time Periods.  For purposes of the time periods
      specified in this Article, the period of time during which a benefit
      determination is required to be made begins at the time a claim is filed in
      accordance with the procedures of this Plan without regard to whether all the
      information necessary to make a decision accompanies the claim.  If a
      period of time is extended due to a Claimant’s failure to submit all information
      necessary, the period for making the determination shall be tolled from the
      date
      the notification is sent to the Claimant until the date the Claimant
      responds.


    
      
        
        

      

      
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    7.5           Legal
      Action.  If the Company fails to follow the claims
      procedures required by this Article, a Claimant shall be deemed to have
      exhausted the administrative remedies available under the Plan and shall be
      entitled to pursue any available remedy under Section 502(a) of ERISA on the
      basis that the Plan has failed to provide a reasonable claims procedure that
      would yield a decision on the merits of the claim.  A Claimant’s
      compliance with the foregoing provisions of this Article is a mandatory
      requisite to a Claimant’s right to commence any legal action with respect to any
      claims for benefits under the Plan.

    


    7.6           Review
      by the Company.  Notwithstanding anything in this
      Agreement to the contrary, the Company may determine, in its sole and absolute
      discretion, to review any claim for benefits submitted by a Claimant under
      this
      Agreement or to delegate its review to a third party, committee or
      individual.

    


    


    ARTICLE
      VIII

    


    ADMINISTRATION
      OF THE PLAN

    


    8.1.           Administration
      by the Company and the Bank.  The Company and
      the Bank shall be responsible for the general operation and administration
      of
      the Plan and for carrying out the provisions thereof.

    


    8.2.           General
      Powers of Administration.  All provisions set
      forth in the ESOP with respect to the administrative powers and duties of the
      Company and the Bank, expenses of administration, and procedures for filing
      claims shall also be applicable with respect to the Plan.

    


    


    ARTICLE
      IX

    


    AMENDMENT
      OR TERMINATION

    


    9.1.           Amendment
      or Termination.  The Company and the Bank intend the Plan
      to be permanent but reserve the right to amend or terminate the Plan when,
      in
      the sole opinion of the Company and the Bank, such amendment or termination
      is
      advisable.  Any such amendment or termination shall be made pursuant
      to a resolution of the Board.  In addition, in the event that the Bank
      determines, after a review of Section 409A of the Code and all applicable
      Internal Revenue Service guidance, that the Plan or payment election form needs
      to be further amended to comply with Section 409A of the Code, the Bank may
      amend the Plan or the payment election form to make any changes required for
      it
      to comply with Section 409A of the Code.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    9.2.           Effect
      of Amendment or Termination.

    


    (a)           General.          No
      amendment or termination of the Plan shall directly or indirectly reduce the
      vested portion of any account held hereunder as of the effective date of such
      amendment or termination.  A termination of the Plan will not be a
      distributable event, except in the three circumstances set forth in Section
      9.2(b) below.  No additional credits with respect to Supplemental ESOP
      Allocations shall be made to the account of a Participant and no additional
      Years of Service (within the meaning of Section 6.1) shall be credited after
      termination of the Plan, but the Company or the Bank shall continue to credit
      gains and losses pursuant to Article IV until the vested balance of the
      Participant’s account has been fully distributed to the Participant or his
      beneficiary.

    


    (b)           Termination.  Under
      no circumstances may the Plan permit the acceleration of the time or form of
      any
      payment under the Plan prior to the payment events specified herein, except
      as
      provided in this Section 9.2(b).  The Company or the Bank may, in its
      discretion, elect to terminate the Plan in any of the following three
      circumstances and accelerate the payment of the entire unpaid balance of the
      Participant’s vested benefits as of the date of such payment in accordance with
      Section 409A of the Code:

    


    
      	
               

            	
              (i)

            	
              the
                Plan is irrevocably terminated within the 30 days preceding a Change
                in
                Control and (1) all arrangements sponsored by the Company and the
                Bank
                that would be aggregated with the Plan under Treasury Regulation
                §1.409A-1(c)(2) are terminated, and (2) the Participant and all
                participants under the other aggregated arrangements receive all
                of their
                benefits under the terminated arrangements within 12 months of the
                date
                the Company and the Bank irrevocably take all necessary action to
                terminate the Plan and the other aggregated
                arrangements;

            


    

    


    
      	
               

            	
              (ii)

            	
              the
                Plan is irrevocably terminated at a time that is not proximate to
                a
                downturn in the financial health of the Company or the Bank and (1)
                all
                arrangements sponsored by the Company and the Bank that would be
                aggregated with the Plan under Treasury Regulation 1.409A-1(c) if
                the
                Participant participated in such arrangements are terminated, (2)
                no
                payments are made within 12 months of the date the Company and the
                Bank
                take all necessary action to irrevocably terminate the arrangements,
                other
                than payments that would be payable under the terms of the arrangements
                if
                the termination had not occurred; (3) all payments are made within
                24
                months of the date the Company and the Bank take all necessary action
                to
                irrevocably terminate the arrangements; and (4) neither the Company
                nor
                the Bank adopts a new arrangement that would be aggregated with the
                Plan
                under Treasury Regulation 1.409A-1(c) if the Participant participated
                in
                both arrangements, at any time within three years following the date
                the
                Company and the Bank take all necessary action to irrevocably terminate
                the Plan; or

            


    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (iii)

            	
              the
                Plan is terminated within 12 months of a corporate dissolution taxed
                under
                Section 331 of the Code, or with the approval of a bankruptcy court
                pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by
                the Participant under the Plan are included in the Participant’s gross
                income in the later of (1) the calendar year in which the termination
                of
                the Plan occurs, or (2) the first calendar year in which the payment
                is
                administratively practicable.

            


    

    


    


    ARTICLE
      X

    


    GENERAL
      PROVISIONS

    


    10.1.                      Participant’s
      Rights Unsecured. To fund its obligations
      under the Plan, the Bank may elect to form a trust, or to utilize a pre-existing
      trust, to purchase and hold shares of Company Common Stock, subject to
      compliance with all applicable tax and securities laws. If the Bank elects
      to
      use a trust to fund its obligations under the Plan, a Participant shall have
      no
      right to demand the transfer to him of stock or other assets from the Bank
      or
      from such trust formed or utilized by the Bank. Any shares of Company Common
      Stock held in a trust may be distributed to a Participant in payment of part
      or
      all of the Company’s and the Bank’s obligations under the Plan. The right of a
      Participant or his designated beneficiary to receive a distribution hereunder
      shall be an unsecured claim against the general assets of the Company and the
      Bank, and neither the Participant nor a designated beneficiary shall have any
      rights in or against any specific assets of the Company or the
      Bank.

    


    10.2.                      General
      Conditions.  Nothing in this Plan shall operate or be
      construed in any way to modify, amend or affect the terms and provisions of
      the
      ESOP.

    


    10.3.                      No
      Guarantee of Benefits.  Nothing contained in the Plan
      shall constitute a guarantee by the Company and the Bank or any other person
      or
      entity that the assets of the Company and the Bank will be sufficient to pay
      any
      benefit hereunder.

    


    10.4.                      No
      Enlargement of Employee Rights.  No
      Participant shall have any right to receive a distribution of contributions
      made
      under the Plan except in accordance with the terms of the
      Plan.  Establishment of the Plan shall not be construed to give any
      Participant the right to be retained in the service of the Company and the
      Bank.

    


    10.5.                      Spendthrift
      Provision.  No interest of any person or
      entity in, or right to receive a distribution under, the Plan shall be subject
      in any manner to sale, transfer, assignment, pledge, attachment, garnishment,
      or
      other alienation or encumbrance of any kind; nor may such interest or right
      to
      receive a distribution be taken, either voluntarily or involuntarily, for the
      satisfaction of the debts of, or other obligations or claims against, such
      person or entity, including claims for alimony, support, separate maintenance
      and claims in bankruptcy proceedings.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    10.6.                      Applicable
      Law.  The Plan shall be construed and
      administered under the laws of the State of Connecticut to the extent such
      laws
      are not superseded by federal law.

    


    10.7.                      Incapacity
      of Recipient.  If any person entitled to a
      distribution under the Plan is deemed by the Company and the Bank to be
      incapable of personally receiving and giving a valid receipt for such payment,
      then, unless and until claim therefor shall have been made by a duly appointed
      guardian or other legal representative of such person, the Company and the
      Bank
      may provide for such payment or any part thereof to be made to any other person
      or institution then contributing toward or providing for the care and
      maintenance of such person.  Any such payment shall be a payment for
      the account of such person and a complete discharge of any liability of the
      Company and the Bank and the Plan therefor.

    


    10.8.                      Corporate
      Successors.  The Plan shall not be
      automatically terminated by a transfer or sale of assets of the Company and
      the
      Bank or by the merger or consolidation of the Company and the Bank into or
      with
      any other company or other entity, but the Plan shall be continued after such
      sale, merger or consolidation only if and to the extent that the transferee,
      purchaser or successor entity agrees to continue the Plan.  In the
      event that the Plan is not continued by the transferee, purchaser or successor
      entity, then the Plan shall terminate subject to the provisions of Section
      9.2
      of the Plan.

    


    10.9.                      Unclaimed
      Benefit.  Each Participant shall keep the
      Company and the Bank informed of his current address and the current address
      of
      his designated beneficiary.  The Company and the Bank shall not be
      obligated to search for the whereabouts of any person.  If the
      location of a Participant is not made known to the Company and the Bank within
      three (3) years after the date on which payment of the Participant’s account may
      first be made, payment may be made as though the Participant had died at the
      end
      of the three-year period.  If, within one additional year after such
      three-year period has elapsed, or, within three years after the actual death
      of
      a Participant, the Company and the Bank is unable to locate any designated
      beneficiary of the Participant, then the Company and the Bank shall have no
      further obligation to pay any benefit hereunder to such Participant or
      designated beneficiary and such benefit shall be irrevocably
      forfeited.

    


    10.10.                      Limitations
      on Liability.  Notwithstanding any of the
      preceding provisions of the Plan, neither the Company and the Bank nor any
      individual acting as employee or agent of the Company and the Bank shall be
      liable to any Participant, former Participant or other person for any claim,
      loss, liability or expense incurred in connection with the Plan.

    


    10.11                      Gender
      and Number.  Whenever any words are used
      herein in the masculine, feminine or neuter gender, they shall be construed
      as
      though they were also used in another gender in all cases where they would
      so
      apply, and whenever any words are used herein in the singular or plural form,
      they shall be construed as though they were also used in the other form in
      all
      cases where they would so apply.

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Company and the Bank have caused this Plan to be
      executed by their duly authorized officers on this 25th day of September
      2007.

    


    
      	 	
              NEWALLIANCE
                BANCSHARES, INC.

            
	 	 
	
              Attest:

            	 
	 	 
	 	 
	
              By: 
                ___________________

            	
              By: 
                ______________________

            
	
              Name:
                Brian S. Arsenault

            	
              Name:  Peyton
                R. Patterson

            
	
              Title:
                Executive Vice President

            	
              Title:  Chairman,
                President and Chief

            
	
                and
                Corporate Secretary

            	
                 Executive
                Officer

            
	 	 
	 	
              NEWALLIANCE
                BANK

            
	 	 
	
              Attest:

            	 
	 	 
	 	 
	
              By: 
                ____________________

            	
              By: 
                ________________________

            
	
              Name:
                Brian S. Arsenault

            	
              Name:  Peyton
                R. Patterson

            
	
              Title:
                Executive Vice President

            	
              Title:  Chairman,
                President and Chief

            
	
                and
                Corporate Secretary

            	
              Executive
                Officer

            


    

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    APPENDIX
      A

    


    


    The
      Board, Company and Bank have designated the following persons as Participants
      in
      the NewAlliance Bancshares, Inc. Employee Stock Ownership Plan Supplemental
      Executive Retirement Plan:

    


    1.           Peyton
      R. Patterson

    2.           Merrill
      B. Blanksteen

    3.           Gail
      E. D. Brathwaite

    4.           Brian
      S. Arsenault

    5.           Donald
      T. Chaffee

    6.           Koon-Ping
      Chan

    7.           J.
      Edward Diamond

    8.           Paul
      A. McCraven

    9.           Diane
      L. Wishnafski

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    APPENDIX
      B

    


    


    PAYMENT
      ELECTION FORM

    


    NEWALLIANCE
      BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN

    AMENDED
      AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    


    
_______________________

    Date

    


    


    I
      acknowledge receipt of a copy of the
      Employee Stock Ownership Plan Amended and Restated Supplemental Executive
      Retirement Plan (the “Plan”) of NewAlliance Bancshares, Inc. (the “Company”) and
      NewAlliance Bank (the “Bank”) and understand that the Plan and this Payment
      Election Form constitute a binding agreement between myself and the Company
      and
      the Bank.  I further acknowledge that I have no rights to any amounts
      deferred pursuant to the Plan until the time of distribution pursuant to the
      provisions of Article VI of the Plan.

    


    This
      Payment Election Form sets forth
      below my election as to the timing of payment of the vested portion of my
      Accumulation Account (as defined in the Plan) under the Plan. All payments
      under
      the Plan will be subject to the terms and conditions of the Plan which are
      incorporated herein by reference.  Any capitalized terms used in this
      Payment Election Form but not otherwise defined herein shall have the meanings
      set forth in the Plan.

    


    I
      acknowledge that my election will
      apply to all amounts deferred on my behalf under the Plan and can only be
      changed in a manner which complies with Section 409A of the Internal Revenue
      Code.  Please note that a distribution of your Stock Units Account
      will be solely in the form of Company Common Stock (as defined in the
      Plan).  Cash will not be paid in lieu of fractional shares in order to
      preserve preferential accounting treatment on behalf of the Plan.

    


    My
      period of deferral, with respect to
      amounts deferred under the Plan, shall expire at the earliest time specified
      below (check as many as apply to you):

     

    
      
        	
                G

              	
                1.

              	
                Upon
                  my Separation from Service, excluding termination due to death
                  or
                  Disability or in connection with a Change in Control, I elect to
                  receive
                  settlement of my Accumulation Account by (check one):

              
	 	 	 	 
	 	 	
                ____

              	
                Lump
                  sum distribution on the first day of the month following the lapse
                  of six
                  months after the Separation from Service has occurred;
                  or

              


      

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
        	 	 	 	 
	 	 	
                ____

              	
                Commencement
                  of ____ annual installment payments on the first day of the month
                  following the lapse of six months after the Separation from Service
                  has
                  occurred (up to 10 installment payments permitted).

              
	
                and/or

              
	 	 	 	 
	 	 	 	 
	
                G

              	
                2.

              	
                Upon
                  my termination of employment due to death or Disability, I elect
                  to
                  receive settlement of my Accumulation Account by (check
                  one):

              
	 	 	 	 
	 	 	
                ____

              	
                Lump
                  sum distribution as soon as administratively feasible after the
                  occurrence
                  of such event; or

              
	 	 	 	 
	 	 	
                ____

              	
                Commencement
                  of ____ annual installment payments as soon as administratively
                  feasible
                  after the occurrence of such event (up to 10 installment payments
                  permitted).

              
	
                and/or   

              
	 	 	 	 
	
                G

              	
                3.

              	
                Upon
                  the occurrence of a Change in Control, I elect to receive settlement
                  of my
                  Accumulation Account by (check one):

              
	 	 	 	 
	 	 	
                ____

              	
                Lump
                  sum distribution as soon as administratively feasible after the
                  occurrence
                  of such event; or

              
	 	 	 	 
	 	 	
                ____

              	
                Commencement
                  of ____ annual installment payments as soon as administratively
                  feasible
                  after the occurrence of such event (up to 10 installment payments
                  permitted).

              
	
                and/or   

              
	 	 	 	 
	
                G

              	
                4.

              	
                On
                  ________ ___, 20__, I elect to receive my Accumulation Account
                  by (check
                  one):

              
	 	 	 	 
	 	 	
                _____

              	
                Lump
                  sum settlement; or

              
	 	 	 	 
	 	 	
                _____

              	
                Commencement
                  of ____ annual installment payments (up to 10 installment payments
                  permitted).

              
	 	 	 	 


      

    

    
I
      understand that any balance remaining
      in my Accumulation Account, as of the date of the last distribution to be made
      to me pursuant to my elections above, will be added to and distributed in said
      last distribution.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    I
      understand that if I subsequently
      elect on or after January 1, 2008 to change my payment election to delay the
      timing of the payment from the timing that I previously elected, then (1) the
      subsequent election must be made before I have a Separation from Service, (2)
      the subsequent election cannot take effect until at least 12 months after the
      date on which the subsequent election is made and accepted by the Committee,
      (3) the first payment pursuant to the subsequent election (other than
      elections with respect to death or Disability) shall be deferred for at least
      five years from the date the payment would otherwise have been made, and (4)
      the
      subsequent election must be made at least 12 months before the date on which
      any
      benefit payments as of a fixed date or pursuant to a fixed schedule are
      scheduled to commence.

    


    
      	 	
              PARTICIPANT

            
	 	 
	 	 
	 	
              Signature:  _____________________________

            
	 	 
	 	 
	 	
              Printed
                Name:_____________________________

            
	 	 
	 	 
	
              The
                Bank hereby acknowledges the receipt of this 

            
	
              Payment
                Election Form. 

            
	 	 
	
              Name:  __________________________________ 

            
	 	 
	
              Date
                Received:_____________________________ 

            


    

    


    18