ex10-77.htm


    
      
        

      

    

    Exhibit
      10.7.7

    AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT

    


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

     

    W
      I T N E
      S S E T H :

    


            WHEREAS,
      the
      Executive is currently employed as the Executive Vice President, Wealth
      Management of the Bank pursuant to an employment agreement between 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 Bank
      desires to amend and restate the Employment Agreement in order to make changes
      to comply with Section 409A of the Internal Revenue Code of 1986, as amended
      (the “Code”), as well as certain other changes;

    


            WHEREAS,
      NewAlliance
      Bancshares, Inc., a business corporation organized under the laws of the State
      of Delaware and the holding company of the Bank (the “Company”), and the Bank
      desire to ensure that the Company and the Bank are assured of the continued
      availability of the Executive’s services as provided in this Agreement, with the
      Bank also referred to herein as the “Employer”; and

    


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

    


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

    


    SECTION
      1.                                EFFECTIVE
      DATE; EMPLOYMENT.

    


            This
      Agreement shall
      be effective on the date first written above (the “Effective Date”), provided
      that all changes intended to comply with Section 409A of the Code, including
      without limitation changes to Sections 9, 10 and 11 of the Agreement, shall
      be
      retroactively effective to January 1, 2005; and provided further that no
      retroactive change shall affect the compensation or benefits previously paid
      to
      the Executive.  The Bank agrees to employ the Executive, and the
      Executive hereby agrees to such employment, during the period and upon the
      terms
      and conditions set forth in this Agreement.

    


    SECTION
      2.                                EMPLOYMENT
      PERIOD.

    


            (a)
      The terms and
      conditions of this Agreement shall be and remain in effect during  the
      period of two years beginning on April 1, 2007 (the “Commencement Date”) and
      ending on the second  anniversary of the Commencement Date (the
“Initial Term”), plus such extensions, if any, as are provided pursuant to
      Section 2(b) hereof (the “Employment Period”).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
        (b)
        Except as
        provided in Section 2(c), prior to the first annual anniversary of the
        Commencement Date and each annual anniversary thereafter, the Board of Directors
        of the Employer shall consider and review (after taking into account all
        relevant factors, including the Executive’s performance and any recommendation
        of the Chief Executive Officer) a one-year extension of the term of this
        Agreement, and the term shall continue to extend each year (beginning with
        the
        first annual anniversary date) if the Board of Directors so approve such
        extension unless the Executive gives written notice to the Employer of the
        Executive’s election not to extend the term, with such notice to be given not
        less than ninety (90) days prior to any such anniversary date.  If the
        Board of Directors elects not to extend the term, it shall give written notice
        of such decision to the Executive not less than ninety (90) days prior to
        any
        such anniversary date. If the Executive does not receive such notice, the
        Executive may, by written notice given at any time during the ninety (90)
        days
        prior to the relevant anniversary date, request from the Board of Directors
        written confirmation that the term has been extended and, if such confirmation
        is not received by the Executive within thirty (30) days after the request
        therefor is made, the Executive may treat the term as having not been extended.
        Upon termination of the Executive’s employment with the Employer for any reason
        whatsoever, any annual extensions provided pursuant to this Section 2(b),
        if not
        theretofore discontinued, shall automatically cease.  In addition, no
        annual renewals shall extend beyond the Executive’s Normal Retirement Date (as
        defined in the Employer’s defined benefit pension plan, the “Employees’
Retirement Plan of NewAlliance Bank”), and in no event shall the Employment
        Period extend beyond the Executive’s Normal Retirement Date.

    

    


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

    


    SECTION
      3.                                DUTIES.

    


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


    
      
        
        

      

      
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    SECTION
      4.                                CASH
      AND OTHER COMPENSATION.

    


            (a)
      In consideration
      for the services to be rendered by the Executive hereunder, the Employer shall
      pay to him a salary of one hundred fifty thousand dollars ($150,000) 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 Bank’s customary payroll practices for senior
      officers.  Base Salary shall include any amounts of compensation
      deferred by the Executive under any tax-qualified retirement or welfare benefit
      plan or any other deferred compensation arrangement.  The Compensation
      Committee of the Board of Directors of the Bank (the “Bank Board”) shall review
      the Executive’s annual rate of salary at such times during the Employment Period
      as it deems appropriate, but not less frequently than once every twelve months,
      and may, in its discretion, approve an increase therein.  Such review
      of Executive’s Base Salary shall take into account not only the Executive’s
      performance as well as the Employer’s performance since the date of the last
      review conducted pursuant to this Section 4(a) but also shall take into
      consideration the salaries of similar situated officers at comparably situated
      financial institutions as determined by the Compensation Committee thereof
      as
      well as any recommendation of the Chief Executive Officer.  In
      addition to salary, the Executive may receive other cash compensation from
      the
      Employer for services hereunder at such times, in such amounts and on such
      terms
      and conditions as the Bank Board may determine from time to time. Any increase
      in the Executive’s annual salary shall become the Base Salary of the Executive
      for purposes hereof.  The Executive’s Base Salary as in effect from
      time to time cannot be decreased by the Employer without the Executive’s express
      prior written consent.

    


            (b)
      Except as
      otherwise provided herein, the Executive shall be entitled to participate in
      an
      equitable manner with all other executive officers of the Employer in
      discretionary bonuses to executive officers as authorized by the Bank
      Board.  No other compensation provided for in this Agreement shall be
      deemed a substitute for the Executive’s right to participate in such bonuses
      when and as declared by the Bank Board.  In connection with the
      foregoing, the Executive shall not be entitled to participate in the Bank’s
      Executive Short Term Incentive Plan (the “ESTIP”) under the terms
      thereof.  However, the Employer shall pay the Executive short-term
      incentive compensation (the “STIC”) based on the revenue generated and overall
      profitability of the Trust, Investment and Insurance Department of the Bank
      (the
“Department”). The formula and minimums and maximums for the STIC will be
      reviewed on an annual basis by the Compensation Committee of the Bank Board,
      and
      may be modified by the Compensation Committee, after consultation with the
      Executive, to reflect changing conditions or circumstances at the Bank and/or
      in
      its markets.  The Compensation Committee will notify the Executive by
      the end of January of each year during the term of this Agreement if any changes
      in the formula set forth below will be implemented by the
      Employer.  The formula for the year ended December 31, 2004 shall be
      calculated as follows:

    


            (i)           One
      percent (1%) of the Department’s gross revenues;

            (ii)           Five
      percent (5%) of the Department’s profit with at least a twenty percent (20%) but
      less than twenty-five percent (25%) profit margin; and

            (iii)           Six
      percent of the Department’s profit with at least a thirty percent (30%) profit
      margin.


    
      
        
        

      

      
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            The
      Department’s
“gross revenues,” “profit” and “profit margins” will be determined based on the
      Bank’s profit center accounting practices and principles, as in effect from time
      to time for the purpose of this Agreement and other Bank uses.

    


    SECTION
      5.                                EMPLOYEE
      BENEFIT PLANS AND PROGRAMS.

    


    (a)
      During the Employment Period, the
      Executive shall be treated as an employee of the Bank and shall be entitled
      to
      participate in and receive benefits under any and all qualified or non-qualified
      retirement, pension, savings or profit-sharing plans covering employees of
      the
      Bank (including but not limited to the Company’s Employee Stock Ownership Plan
      (the “ESOP”), the  Bank’s defined benefit Pension Plan, the Bank’s
      401(k) Profit Sharing Plan, the Bank’s 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 STIC, and any incentive
      compensation plans or program or any stock benefit plans,) as may from time
      to
      time be maintained by, or cover employees of, the Bank, in accordance with
      the
      terms and conditions of such employee benefit plans and programs and
      compensation plans and programs and consistent with the Bank’s customary
      practices.  Nothing paid to the Executive under any such plan or
      program will be deemed to be in lieu of other compensation to which the
      Executive is entitled under this Agreement.

     

            (b)  During
      the Employment Period, the Bank shall provide the Executive with an expense
      allowance (“Expense Allowance”) payable monthly equal to $500 per month to pay
      for the costs of an automobile.  Such Expense Allowance shall take
      into account the federal and state income tax effect on the Executive of receipt
      of such allowance.   In the event that with respect to a given
      calendar year occurring during the term of this Agreement, the Executive
      believes that he drove during such year Business Miles (as hereinafter defined)
      in excess of the Covered Business Miles (as hereinafter defined) in connection
      with the business of the Bank and wishes to seek reimbursement as provided
      herein for such excess, within 40 days after the end of such calendar year,
      the
      Executive shall provide information to the Bank (as well as any additional
      information as the Bank may reasonably request in order to review the
      Executive’s claim) with respect to the number of miles driven in the such
      calendar year in connection with the business of the Bank (“Business
      Miles”).  In the event the number of Business Miles driven during such
      calendar year is determined by the Bank to be more than 3,600 (“Covered Business
      Miles”), the Bank will provide the Executive an additional reimbursement for the
      Business Miles in excess of the Covered Business Miles at a rate equal to the
      standard mileage rate as published by the Internal Revenue Service for the
      period in which the excess Business Miles were incurred (“Reimbursement Rate”),
      with such reimbursement to be provided no later than March 15 of the year
      immediately following the year in which the excess Business Miles were
      incurred.  The Expense Allowance, the Covered Business Miles and the
      Reimbursement Rate shall be reviewed annually by the Compensation Committee
      of
      the Bank Board and, if increased, shall be reflected in an addendum
      hereto.  Notwithstanding the foregoing, nothing herein shall be deemed
      to impose upon the Bank or obviate the Executive’s obligation, legal or
      otherwise, to maintain liability insurance with respect to the Executive’s
      personal use of an automobile.

    
      
        
        

      

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

     

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

     

            (e)
      The Bank shall
      provide during the term of this Agreement, subject to the limitations set forth
      herein, for the Executive to receive, at the Employer’s expense, the services of
      a tax professional and a personal financial planning professional (which may
      be
      the same person or entity for both services) (the “Tax Service Professional”)
      selected by the Employer and reasonably satisfactory to the
      Executive.  Subject to the limitations set forth herein, if the
      Employer does not specify a Tax Services Professional reasonably acceptable
      to
      the Executive, the Executive will be entitled to use the services of a Tax
      Services Professional of his choosing and seek reimbursement by the Employer
      for
      the reasonable cost of such Tax Service Professional actually incurred by the
      Executive.  The services to be provided shall include (i) the
      preparation of all required federal, state and local personal income tax
      returns, (ii) advice with respect to federal, state and local income tax
      treatment of cash and other forms of compensation paid to the Executive by
      the
      Employer and (iii) investment and retirement counseling and estate
      planning.  Notwithstanding the foregoing, the annual cost to the
      Employer of providing the services to the Executive of such Tax Service
      Professional, whether such Tax Service Professional is selected by the Employer
      or the Executive, shall not exceed $2,000 (the “Annual Cost”), prior to any
      adjustment for income tax effects of reimbursement for such
      expense.  Reimbursement of the Executive for the Annual Cost shall
      take into account the federal and state income tax effect on the Executive
      of
      receipt of such Annual Cost, and such reimbursement shall be paid promptly
      by
      the Employer and in any event no later than March 15 of the year immediately
      following the year in which the Annual Cost was incurred.  The Annual
      Cost shall be reviewed annually by the Compensation Committee of the Bank Board
      and, if increased, shall be reflected in an addendum hereto.

    


    SECTION
      6.                                INDEMNIFICATION
      AND INSURANCE.

    


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

    


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


    
      
        
        

      

      
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    SECTION
      7.                                OUTSIDE
      ACTIVITIES.

    


            The
      Executive may (a)
      serve as a member of the boards of directors of such business, community and
      charitable organizations as the Executive may disclose to and as may be approved
      by the Employer (which approval shall not be unreasonably withheld), and (b)
      perform duties as a trustee or personal representative or in any other fiduciary
      capacity, provided that in each case such service shall not materially
      interfere with the performance of the Executive’s duties under this Agreement or
      present any conflict of interest.  The Executive may also engage in
      personal business and investment activities which do not materially interfere
      with the performance of the Executive’s duties hereunder, provided that
      such activities are not prohibited under any code of conduct or investment
      or
      securities trading policy established by the Employer and generally applicable
      to all similarly situated executives. If the Executive is discharged or
      suspended, or is subject to any regulatory prohibition or restriction with
      respect to participation in the affairs of the Bank, the Executive shall not
      directly or indirectly provide services to or participate in the affairs of
      the
      Bank in a manner inconsistent with the terms of such discharge or suspension
      or
      any applicable regulatory order.

    


    SECTION
      8.                                WORKING
      FACILITIES AND EXPENSES.

    


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

    


    SECTION
      9.                                TERMINATION
      OF EMPLOYMENT WITH BENEFITS.

    


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

     

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

    


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


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

     

        (iii)
      continued group life, health, dental and accident insurance benefits, in
      addition to that provided pursuant to Section 9(b)(ii), and after taking into
      account the coverage provided by any subsequent employer, if and to the extent
      necessary to provide for the Executive, for the Severance Benefits Period,
      coverage equivalent to the coverage to which he would have been entitled under
      such plans if he had continued to be employed during such
      period;  provided that any insurance premiums payable by the Employer
      or any successors pursuant to this Section 9(b)(iii) shall be payable at such
      times and in such amounts as if the Executive was still an employee of the
      Employer, subject to any increases in such amounts imposed by the insurance
      company or COBRA, and the amount of insurance premiums required to be paid
      by
      the Employer in any taxable year shall not affect the amount of insurance
      premiums required to be paid by the Employer in any other taxable
      year;

    
      
        
        

      

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

    


        (v)
      a lump
      sum cash amount, provided within 30 days following termination of employment,
      equal to (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;

    


        (vi)
      a lump
      sum cash amount equal to the pro rata portion of any target bonus awarded to
      the
      Executive under the Bank’s Executive Incentive Plan (the “EIP”)  or
      the STIC (or such other short-term incentive compensation plan(s) that the
      Employer may adopt subsequent to the date hereof as a replacement therefor
      in
      which the Executive participates) which relates to the calendar year in which
      such termination occurs; provided that such pro rata portion will be
      calculated by multiplying the amount of the target bonus by a fraction the
      numerator of which is the number of days elapsed in the calendar year as of
      the
      date of termination and the denominator is 365; provided, further, that
      such pro rated target bonus shall be paid within 30 days following termination
      of employment;

    


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

    


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

    


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


    
      
        
        

      

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

     

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

    


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

     

            (c)
      The Executive
      shall not be required to mitigate the amount of any benefits provided pursuant
      to the provisions of Section 9(b) by seeking other employment or otherwise.
      However, if the Executive becomes or is employed by another employer subsequent
      to the first year following termination, any compensation received by the
      Executive subsequent to the first year following termination through the end
      of
      the Severance Benefits Period shall be offset dollar for dollar against the
      Employer’s obligations set forth in Section 9(b) except with respect to
      Section 9(b)(iii), with the Executive to reimburse the Employer the amount
      of the offset with respect to amounts previously paid by the Employer within
      30
      days of the Executive’s receipt of a request for reimbursement from the
      Employer.  In addition, if the Executive becomes employed by another
      entity subsequent to termination hereunder, and under the terms of such
      employment is entitled to benefits substantially similar to those provided
      in
      Section 9(b)(iii), the Employer will not be required to continue provision
      of
      the benefits set forth in said Section 9(b)(iii) for the remainder of the
      Severance Benefits Period.

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    SECTION
      10.                                TERMINATION
      WITHOUT ADDITIONAL EMPLOYER LIABILITY.

    


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

    


        (i)           
      the discharge of the Executive for “cause,” which, for purposes of this
      Agreement, shall mean a discharge because the Bank Board determines that the
      Executive has: (A) willfully failed to perform his assigned duties under this
      Agreement, other than any failure resulting from the Executive’s incapacity due
      to physical or mental injury or illness; (B) committed an act involving moral
      turpitude in the course of his employment with the Employer and its subsidiaries
      or affiliates; (C) engaged in willful misconduct; (D) breached his fiduciary
      duties for personal profit; (E) willfully violated, in any material respect,
      any
      law, rule or regulation (other than traffic violations or similar offenses),
      written agreement or final cease-and-desist order with respect to his
      performance of services for the Bank, as determined by the Bank Board; or
      (F) materially breached the terms of this Agreement and failed to cure such
      material breach during a 15-day period following the date on which the Bank
      Board gives written notice to the Executive of the material breach;

    


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

    


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

    


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

    


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


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


    SECTION
      11.                                PAYMENTS
      UPON A CHANGE IN CONTROL.

    


            (a)
      The term “Change
      in Control” shall mean a change in the ownership of the Company or the Bank, a
      change in the effective control of the Company or the Bank or a change in the
      ownership of a substantial portion of the assets of the Company or the Bank,
      in
      each case as provided under Section 409A of the Code and regulations
      thereunder.  In no event, however, shall a Change in Control be deemed
      to have occurred as a result of any acquisition of securities or assets of
      the
      Company, the Bank, or a subsidiary of either of them, by the Company, the Bank,
      or any subsidiary of either of them, or by any employee benefit plan maintained
      by any of them.

    


            (b)
      If the
      Executive’s employment by the Employer shall be terminated subsequent to a
      Change in Control and during the term of this Agreement by (i) the Employer
      for
      other than Cause, Disability, Retirement or the Executive’s death or (ii) the
      Executive for Good Reason as defined in Section 9(a)(i) hereof, then the
      Employer shall pay to the Executive a severance benefit in a lump sum payment,
      within five (5) days after the effective time of such termination of employment,
      equal to the sum of (i) three times his Base Salary as of the date of
      termination of his employment, (ii) three times the highest level of cash
      incentive compensation earned by the Executive from the Employer or any
      subsidiary thereof in any one of the 

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    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 addition, the Employer shall provide the Executive with the
      benefits provided for in Section 9(b)(iii) for the Severance Benefits Period,
      as
      adjusted above to be for a period of three years subsequent to termination
      of
      employment, subject to compliance with the last proviso clause contained in
      such
      subsection.  In the event that the Employer is unable to provide the
      benefits set forth in said Section 9(b)(iii) due to the change in the
      Executive’s status to that of a non-employee, the Employer shall include in the
      lump sum payment due pursuant to the terms of this Section 11(b) the value
      of
      the benefits required to be provided by said Section 9(b)(iii) for the Severance
      Benefits Period as amended by this Section 11(b).  The severance and
      other benefits payable pursuant to this Section 11(b) shall not be subject
      to
      reduction pursuant to the provisions of Section 9(c).

    


    SECTION
      12.                                LIMITATION
      ON CHANGE IN CONTROL PAYMENT.

     

            In
      the event
      that:

    


    
      	
              (i)

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

            
	 	 
	
              (ii)

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

            


    

    


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


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    SECTION
      13.                                SOURCE
      OF PAYMENTS.

    


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

    


    SECTION
      14.                                COVENANT
      NOT TO COMPETE.

    


            In
      the event the
      Executive’s employment with the Employer is terminated for any reason prior to
      the expiration of the Employment Period (except as set forth below), the
      Executive hereby covenants and agrees that for a period of two years following
      the date of his termination of employment with the Employer (or, if less, for
      the Severance Benefits Period), he shall not, without the written consent of
      the
      Employer, become an officer, employee, consultant, director or trustee of any
      savings bank, savings and loan association, savings and loan holding company,
      bank or bank holding company, or any direct or indirect subsidiary or affiliate
      of any such entity, that entails working within any county in which the Company
      or the Bank maintains an office as of the date of termination of the Executive’s
      employment. In addition, in the event of a breach by the Executive of any of
      the
      provisions of this Section 14, the Employer may avail itself of such remedies
      that may be available to it as a result of such breach by the Executive, with
      such remedies to be cumulative and not mutually exclusive. This section shall
      not be applicable if the Executive is terminated upon or within one year
      subsequent to a Change in Control, provided that such termination is for reasons
      other than Cause as defined in Section 10(a)(i) hereof.

    


    SECTION
      15.                                CONFIDENTIALITY.

    


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

    


    SECTION
      16.                                SOLICITATION.

    


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


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

            (a)
      solicit, offer
      employment to, or take any other action intended, or that a reasonable person
      acting in like circumstances would expect, to have the effect of causing any
      officer or employee of the Employer or any of its subsidiaries or affiliates
      to
      terminate his employment and accept employment or become affiliated with, or
      provide services for compensation in any capacity whatsoever to, any savings
      bank, savings and loan association, bank, bank holding company, savings and
      loan
      holding company, or other institution engaged in the business of accepting
      deposits, making loans or doing business within the counties specified in
      Section 14;

    


            (b)
      provide any
      information, advice or recommendation with respect to any such officer or
      employee to any savings bank, savings and loan association, bank, bank holding
      company, savings and loan holding company, or other institution engaged in
      the
      business of accepting deposits, making loans or doing business within the
      counties specified in Section 14, that is intended, or that a reasonable person
      acting in like circumstances would expect, to have the effect of causing any
      officer or employee of the Employer or any of its subsidiaries or affiliates
      to
      terminate his employment and accept employment or become affiliated with, or
      provide services for compensation in any capacity whatsoever to, any savings
      bank, savings and loan association, bank, bank holding company, savings and
      loan
      holding company, or other institution engaged in the business of accepting
      deposits, making loans or doing business within the counties specified in
      Section 14; or

    


            (c)
      solicit, provide
      any information, advice or recommendation or take any other action intended,
      or
      that a reasonable person acting in like circumstances would expect, to have
      the
      effect of causing any customer of the Company or the Bank to terminate an
      existing business or commercial relationship with the Company or the
      Bank.

    


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

    


            The
      termination of
      the Executive’s employment during the Employment Period or thereafter, whether
      by the Employer or by the Executive, shall have no effect on the vested rights
      of the Executive under the 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.

    


    SECTION
      18.                                SUCCESSORS
      AND ASSIGNS.

    


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


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

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

    


    SECTION
      19.                                NOTICES.

    


            Any
      communication
      required or permitted to be given under this Agreement, including any notice,
      direction, designation, consent, instruction, objection or waiver, shall be
      in
      writing and shall be deemed to have been given at such time as it is delivered
      personally, or five days after mailing if mailed, postage prepaid, by registered
      or certified mail, return receipt requested, addressed to such party at the
      address listed below or at such other address as one such party may by written
      notice specify to the other party:

    


    If
      to the
      Executive:

    


    J.
      Edward
      Diamond

    At
      the
      address last appearing

    on
      the
      personnel records of

    the
      Employer

    


    If
      to the
      Employer:

    


    NewAlliance
      Bank

    195
      Church Street

    New
      Haven, CT  06510

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

    Attention:
      Chairman of the Board

    


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

    


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

    734
      15th Street,
      N.W.

    Washington,
      D.C.  20005

    Attention:
      Raymond A. Tiernan, Esq.

    Philip
      R.
      Bevan, Esq.

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    SECTION
      20.                                INDEMNIFICATION
      FOR ATTORNEYS’ FEES.

    


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

    


            (b)
      The Employer’s
      obligation to make the payments provided for in this Agreement and otherwise
      to
      perform its obligations hereunder shall not be affected by any set-off,
      counterclaim, recoupment, defense or other claim, right or action which the
      Employer may have against the Executive or others.  Unless it is
      determined that a claim made by the Executive was either frivolous or made
      in
      bad faith, the Employer agrees to pay as incurred (and in any event no later
      than March 15 of the year immediately following the year in which incurred),
      to
      the full extent permitted by law, all legal fees and expenses which the
      Executive may reasonably incur as a result of or in connection with his
      consultation with legal counsel or arising out of any action, suit, proceeding
      or contest (regardless of the outcome thereof) by the Employer, the Executive
      or
      others regarding the validity or enforceability of, or liability under, any
      provision of this Agreement or any guarantee of performance thereof (including
      as a result of any contest by the Executive about the amount of any payment
      pursuant to this Agreement), plus in each case interest on any delayed payment
      at the applicable federal rate provided for in Section 7872(f)(2)(A) of the
      Code.  This Section 20(b) shall apply whether such consultation,
      action, suit, proceeding or contest arises before, on, after or as a result
      of a
      Change in Control.

    


    SECTION
      21.                                SEVERABILITY.

    


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

    


    SECTION
      22.                                WAIVER.

    


            Failure
      to insist
      upon strict compliance with any of the terms, covenants or conditions hereof
      shall not be deemed a waiver of such term, covenant or condition.  A
      waiver of any provision of this Agreement must be made in writing, designated
      as
      a waiver, and signed by the party against whom its enforcement is
      sought.  Any waiver or relinquishment of any right or power hereunder
      at any one or more times shall not be deemed a waiver or relinquishment of
      such
      right or power at any other time or times.

    


    SECTION
      23.                                COUNTERPARTS.

    


            This
      Agreement may be
      executed in two or more counterparts, each of which shall be deemed an original,
      and all of which shall constitute one and the same Agreement.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    SECTION
      24.                                GOVERNING
      LAW.

    


            This
      Agreement shall
      be governed by and construed and enforced in accordance with the laws of the
      State of Connecticut applicable to contracts entered into and to be performed
      entirely within the State of Connecticut, except to the extent that federal
      law
      controls.

    


    SECTION
      25.                                HEADINGS
      AND CONSTRUCTION.

    


            The
      headings of
      sections in this Agreement are for convenience of reference only and are not
      intended to qualify the meaning of any section.  Any reference to a
      section number shall refer to a section of this Agreement, unless otherwise
      stated.

    


    SECTION
      26.                                ENTIRE
      AGREEMENT; MODIFICATIONS.

    


            This
      instrument
      contains the entire agreement of the parties relating to the subject matter
      hereof, and supersedes in its entirety any and all prior agreements,
      understandings or representations relating to the subject matter hereof,
      including that certain employment agreement dated as of April 1, 2004 between
      the Employer and the Executive and the amended and restated employment agreement
      effective as of January 3, 2006 between the Employer and the
      Executive.  No modifications of this Agreement shall be valid unless
      made in writing and signed by the parties hereto; provided, however, that if
      the
      Employer determines, after a review of the final regulations issued under
      Section 409A of the Code and all applicable Internal Revenue Service guidance,
      that this Agreement should be further amended to avoid triggering the tax and
      interest penalties imposed by Section 409A of the Code, the Employer may amend
      this Agreement to the extent necessary to avoid triggering the tax and interest
      penalties imposed by Section 409A of the Code.

    


    SECTION
      27.                                REQUIRED
      REGULATORY PROVISIONS.

    


            Notwithstanding
      anything herein contained to the contrary, any payments to the Executive by
      the
      Employer, whether pursuant to this Agreement or otherwise, are subject to and
      conditioned upon their compliance with Section 18(k) of the Federal Deposit
      Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated
      thereunder in 12 C.F.R. Part 359.

    


    SECTION
      28.  DISPUTE RESOLUTION.

    


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

    


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


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

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

    


            (d)           The
      award made by all or a majority of the panel of arbitrators shall be final
      and
      binding, and judgment may be entered based upon such award in any court of
      law
      having competent jurisdiction.  The award is subject to confirmation,
      modification, correction or vacation only as explicitly provided in Title 9
      of
      the United States Code.  The prevailing party shall be entitled to
      receive any award of pre- and post-award interest as well as attorney’s fees
      incurred in connection with the arbitration and any judicial proceedings related
      thereto.  The parties acknowledge that this Agreement evidences a
      transaction involving interstate commerce.  The United States
      Arbitration Act and the Rules shall govern the interpretation, enforcement,
      and
      proceedings pursuant to this Section.  Any provisional remedy which
      would be available from a court of law shall be available from the arbitrators
      to the parties to this Agreement pending arbitration.  Either party
      may make an application to the arbitrators seeking injunctive relief to maintain
      the status quo, or may seek from a court of competent jurisdiction any interim
      or provisional relief that may be necessary to protect the rights and property
      of that party, until such times as the arbitration award is rendered or the
      controversy otherwise resolved.

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


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

    


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

    


    


    


    
      	 	
              ______________________________________

            
	 	
              J.
                Edward Diamond, Executive

            
	 	 
	 	 
	
              ATTEST:

            	
              NEWALLIANCE
                BANK

            
	 	 
	 	 
	 	 
	
              By:_____________________________

            	
              By:____________________________________

            
	
              Name:__________________________

            	
              Name:_________________________________

            
	
              Title:___________________________

            	
              Title:__________________________________

            
	 	 
	
              [Seal]

            	 


    

    


    


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