ex10-75.htm


    
      
        

      

    

    Exhibit
      10.7.5

    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 Diane L. Wishnafski (the “Executive”).

       

      W
        I T N E
        S S E T H :

      


              WHEREAS,
        the
        Executive is currently employed as the Executive Vice President, Consumer
&
Business Banking Services 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 June 27, 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 65th birthday,
        and in
        no event shall the Employment Period extend beyond the Executive’s 65th
        birthday.

      


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

      


      SECTION
        3.                                DUTIES.

      


              Throughout
        the
        Employment Period, the Executive shall serve as Executive Vice President,
        Consumer & Business Banking Services 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
        her 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 her best efforts to advance
        the interests of the Employer.


      
        
          
          

        

        
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      SECTION
        4.                                CASH
        AND OTHER COMPENSATION.

       

              (a)
        In consideration
        for the services to be rendered by the Executive hereunder, the Bank shall
        pay
        to her a salary of two hundred sixty five thousand dollars ($265,000) 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 the Executive’s Base Salary shall take into account not only the Executive’s
        performance as well as the Employer’s performance since the date of the last
        review conducted pursuant to this Section 4(a) but also shall take into
        consideration the salaries of similar situated officers at comparably situated
        financial institutions as determined by the Compensation Committee thereof
        as
        well as any recommendation of the Chief Executive Officer.  In
        addition to salary, the Executive may receive other cash compensation from
        the
        Employer for services hereunder at such times, in such amounts and on such
        terms
        and conditions as the Bank Board  may determine from time to time. Any
        increase in the Executive’s annual salary shall become the Base Salary of the
        Executive for purposes hereof.  The Executive’s Base Salary as in
        effect from time to time cannot be decreased by the Employer without the
        Executive’s express prior written consent.

      


              (b)
        The Executive
        shall be entitled to participate in an equitable manner with all other executive
        officers of the Employer in discretionary bonuses to executive officers as
        authorized by the Bank Board.  No other compensation provided for in
        this Agreement shall be deemed a substitute for the Executive’s right to
        participate in such bonuses when and as declared by the Bank
        Board.  In connection with the foregoing, under the terms of the
        Bank’s Executive Short Term Incentive Plan (the “ESTIP”), annual cash bonuses
        can be awarded to the Executive in an amount equal to up to 200% of the
        Executive’s Base Salary as in effect at the start of the ESTIP’s plan year to
        which the bonus relates.  The Compensation Committee of the Bank Board
        shall make an annual determination of the exact percentage of Base Salary
        to be
        used with respect to the possible bonus, if any, to be paid to the Executive
        for
        the relevant plan year and shall notify the Executive by the end of January
        of
        the ESTIP’s plan year to which such percentage shall be applicable, commencing
        January 2006.

      


      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 Plans the Bank’s
        401(k) Profit Sharing Plan, the Bank’s Supplemental Executive Retirement Plan
        and the Bank’s 2004 Supplemental 

      
        
          
          

        

        
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      Executive
        Retirement Plan and any other similar plans that may be adopted in the future),
        any and all group life, health (including hospitalization, medical and major
        medical), dental, accident and long-term disability insurance plans, and
        any
        other employee benefit and compensation plans (including, but not limited
        to,
        the ESTIP and any incentive compensation plans or program or any stock benefit
        plans) as may from time to time be maintained by, or cover employees of,
        the
        Bank, in accordance with the terms and conditions of such employee benefit
        plans
        and programs and compensation plans and programs and consistent with the
        Bank’s
        customary practices.  Nothing paid to the Executive under any such
        plan or program will be deemed to be in lieu of other compensation to which
        the
        Executive is entitled under this Agreement.

       

              (b)  During
        the Employment Period, the Bank shall provide the Executive with an expense
        allowance (“Expense Allowance”) payable monthly equal to $700 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 she 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 such calendar
        year in connection with the business of the Bank (“Business
        Miles”).  In the event the number of Business Miles driven during such
        calendar year is determined by the Bank to be more than 3,600 (“Covered Business
        Miles”), the Bank will provide the Executive an additional reimbursement for the
        Business Miles in excess of the Covered Business Miles at a rate equal to
        the
        standard mileage rate as published by the Internal Revenue Service for the
        period in which the excess Business Miles were incurred (“Reimbursement Rate”),
        with such reimbursement to be provided no later than March 15 of the year
        immediately following the year in which the excess Business Miles were
        incurred.  The Expense Allowance, the Covered Business Miles and the
        Reimbursement Rate shall be reviewed annually by the Compensation Committee
        of
        the Bank Board and, if increased, shall be reflected in an addendum
        hereto.  Notwithstanding the foregoing, nothing herein shall be deemed
        to impose upon the Bank or obviate the Executive’s obligation, legal or
        otherwise, to maintain liability insurance with respect to the Executive’s
        personal use of an automobile.

       

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

       

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

      
        
          
          

        

        
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              (e)
        The Employer
        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 her 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.

       

              (f)           During
        the Employment Period, the Employer will reimburse and/or pay for the
        Executive’s cost of membership in the New Haven Country Club (non-golf
        membership) (or such other club reasonably agreed to by the Employer and
        the
        Executive), including all membership bonds or surety, initiation or membership
        fees, annual dues, capital assessments, and all business-related expenses
        incurred at the club (“Club Expenses”).  The Executive shall be
        reimbursed for the cost of Club Expenses expended by the Executive and any
        such
        reimbursement and/or payment of the Club Expenses by the Employer shall take
        into account the federal and state income tax effect on the Executive of
        receipt
        of reimbursement for the Club Expenses, with such reimbursement to 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 Club Expenses were
        incurred.

      


      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 her 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 her principal place of employment with a private
        office, secretarial services and other support services and facilities suitable
        to her position with the Employer and necessary or appropriate in connection
        with the performance of her assigned duties under this Agreement.  The
        Employer shall reimburse the Executive for her 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 her 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:

      
        
          
          

        

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

      


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

      


              (B)
        any material
        change in the geographic location at which the Executive must perform her
        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 her subsequent death, to her estate) the following
        severance benefits for the period beginning on the date that her 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)
        her
        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 her
        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 she 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
        her
        employment;

      
        
          
          

        

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

      


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

      


          (v)
        a lump
        sum cash amount, payable within 30 days following termination of employment,
        equal to the present value of (A) the Executive’s Annual Compensation (as
        hereinafter defined) multiplied by (B) a fraction which is either (1) the
        number
        of days left in the Employment Period if the Executive had not been terminated
        or (2) 730, whichever is greater, divided by 365, using a discount rate equal
        to
        the short-term applicable federal rate (determined under Section 1274(d)
        of the
        Code) as published by the Internal Revenue Service (the “IRS”) for the month in
        which the termination of employment occurs, compounded monthly;

      


          (vi)
        a lump
        sum cash amount equal to the present value, determined by using a discount
        rate
        equal to the short-term applicable federal rate (determined under Section
        1274(d) of the Code) as published by the IRS for the month in which the
        termination of employment occurs, of the pro rata portion of any target bonus
        awarded to the Executive under the Bank’s Executive Incentive Plan (the “EIP”)
        (or such other short-term incentive compensation plan(s) that the Employer
        may
        adopt subsequent to the date hereof as a replacement therefor) which relates
        to
        the calendar year in which such termination occurs; provided that such
        pro rata portion will be calculated by multiplying the amount of the target
        bonus by a fraction the numerator of which is the number of days elapsed
        in the
        calendar year as of the date of termination and the denominator is 365;
provided, further, that such pro rated target bonus shall be paid
        within 30 days following termination of employment;

      


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


      
        
          
          

        

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

      


          (viii)
        a lump
        sum cash amount, payable within 30 days following termination of employment,
        equal to the present value, determined by using a discount rate equal to
        the
        short-term applicable federal rate (determined under Section 1274(d) of the
        Code) as published by the IRS for the month in which the termination of
        employment occurs, of the additional employer contributions to which she
        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 she 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 her 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).

      
        
          
          

        

        
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              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 she holds as an officer, director or committee member with respect
        to the
        Employer or any of its subsidiaries or affiliates and to the execution of
        a
        general release by the Executive.

       

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

      


      SECTION
        10.                                TERMINATION
        WITHOUT ADDITIONAL EMPLOYER LIABILITY.

      


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

      


          (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 her 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 her employment with the Employer and its subsidiaries or
        affiliates; (C) engaged in willful misconduct; (D) breached her 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 her 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;


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      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 her
        earned
        but unpaid compensation as of the date of the termination of her employment,
        (B)
        the payment to the Executive of the benefits to which she is entitled under
        all
        applicable employee benefit plans and programs and compensation plans and
        programs as of the date of termination of her employment, and (C) the provision
        of such other benefits, if any, to which she 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.

      


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


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      SECTION
        11.                                PAYMENTS
        UPON A CHANGE IN CONTROL.

      


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

      


              (b)
        If the
        Executive’s employment by the Employer shall be terminated subsequent to a
        Change in Control and during the term of this Agreement by (i) the Employer
        for
        other than Cause, Disability, Retirement or the Executive’s death or (ii) the
        Executive for Good Reason as defined in Section 9(a)(i) hereof, then the
        Employer shall pay to the Executive a severance benefit in a lump sum payment,
        within five (5) days after the effective time of such termination of employment,
        equal to the sum of (i) three times her Base Salary as of the date of
        termination of her employment, (ii) three times the highest level of cash
        incentive compensation earned by the Executive from the Employer or any
        subsidiary thereof in any one of the three calendar years immediately preceding
        the year in which the termination occurs and (iii) the amounts specified
        in
        Sections 9(b)(i), (ii), (iv), (vi), (vii) and (viii) (notwithstanding any
        contrary language contained therein with respect to payment being over a
        longer
        time period) except in calculating the amount of such benefits, to the extent
        applicable, the Severance Benefits Period will be for a period of three years
        commencing on the date of the termination of the Executive’s employment. In
        addition, for purposes of calculating the amount due pursuant to clause (ii)
        above, bonuses earned under the Bank’s Performance Unit Plan will not be
        included in calculating the highest level of cash incentive compensation.
        In
        calculating the benefits due to the Executive under Section 9(b)(vii) with
        respect to the Bank’s 2004 Supplemental Executive Retirement Plan related to its
        pension plan, in accordance with the terms thereof, the Executive will be
        treated as having attained the age equal to the greater of (x) her actual
        age as
        of the date of termination or (y) age 55. 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).


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      SECTION
        12.                                LIMITATION
        ON CHANGE IN CONTROL PAYMENT.

       

              In
        the event
        that:

      


      
        
          	
                  (i)

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

                
	 	 
	
                  (ii)

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

                


        

      

       

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

      


      SECTION
        13.                                SOURCE
        OF PAYMENTS.

      


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

      


      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 her termination of employment with the Employer (or, if less,
        for
        the Severance Benefits Period), she 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.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      SECTION
        15.                                CONFIDENTIALITY.

      


              Unless
        she 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 herself, 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 her 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 her 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 her termination
        of employment with the Employer for any reason, she shall not, without the
        written consent of the Employer, either directly or indirectly:

      


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

      


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


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

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

      


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

      


              The
        termination of
        the Executive’s employment during the Employment Period or thereafter, whether
        by the Employer or by the Executive, shall have no effect on the vested rights
        of the Executive under the Bank’s qualified or non-qualified retirement,
        pension, savings, thrift, profit-sharing or stock bonus plans, group life,
        health (including hospitalization, medical and major medical), dental, accident
        and long term disability insurance plans, or other employee benefit plans
        or
        programs, or compensation plans or programs in which the Executive was a
        participant.

      


      SECTION
        18.                                SUCCESSORS
        AND ASSIGNS.

      


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

      


              (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:


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      If
        to the
        Executive:

      


      Diane
        L.
        Wishnafski

      At
        the
        address last appearing

      on
        the
        personnel records of

      the
        Employer

      


      If
        to the
        Employer:

      


      NewAlliance
        Bank

      195
        Church Street

      New
        Haven, CT  06510

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

      Attention:
        Chairman of the Board

      


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

      


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

      734
        15th Street,
        N.W.

      Washington,
        D.C.  20005

      Attention:
         Raymond A. Tiernan, Esq.

      Philip
        R.
        Bevan, Esq.

      


      SECTION
        20.                                INDEMNIFICATION
        FOR ATTORNEYS’ FEES.

      


              (a)
        The Employer
        shall indemnify, hold harmless and defend the Executive against reasonable
        costs, including legal fees and expenses, incurred by her in connection with
        or
        arising out of any action, suit or proceeding in which she may be involved,
        as a
        result of her 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),
        

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      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 her consultation
        with
        legal counsel or arising out of any action, suit, proceeding or contest
        (regardless of the outcome thereof) by the Employer, the Executive or others
        regarding the validity or enforceability of, or liability under, any provision
        of this Agreement or any guarantee of performance thereof (including as a
        result
        of any contest by the Executive about the amount of any payment pursuant
        to this
        Agreement), plus in each case interest on any delayed payment at the applicable
        federal rate provided for in Section 7872(f)(2)(A) of the Code.  This
        Section 20(b) shall apply whether such consultation, action, suit, proceeding
        or
        contest arises before, on, after or as a result of a Change in
        Control.

      


      SECTION
        21.                                SEVERABILITY.

      


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

      


      SECTION
        22.                                WAIVER.

      


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

      


      SECTION
        23.                                COUNTERPARTS.

      


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

      


      SECTION
        24.                                GOVERNING
        LAW.

      


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

      


      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.


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      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 April 1, 2004 between the
        Employer and the Executive and the amended and restated employment agreements
        between the Employer and the Executive effective as of January 3, 2006 and
        June
        27, 2006.  No modifications of this Agreement shall be valid unless
        made in writing and signed by the parties hereto; provided, however, that
        if the
        Employer determines, after a review of the final regulations issued under
        Section 409A of the Code and all applicable IRS guidance, that this Agreement
        should be further amended to avoid triggering the tax and interest penalties
        imposed by Section 409A of the Code, the Employer may amend this Agreement
        to
        the extent necessary to avoid triggering the tax and interest penalties imposed
        by Section 409A of the Code.

      


      SECTION
        27.                                REQUIRED
        REGULATORY PROVISIONS.

      


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

      


      SECTION
        28.  DISPUTE RESOLUTION.

      


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

      


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

      


              (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, she shall be named by the AAA.  Arbitration shall occur in New
        Haven, Connecticut or such other location as may be mutually agreed to by
        the
        parties.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

              (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.

      


              IN
        WITNESS WHEREOF,
        the Bank has caused this Agreement to be executed by its duly authorized
        officers and the Executive has hereunto set her 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.

      


      


      


      
        	 	
                ______________________________________

              
	 	
                Diane
                  L. Wishnafski, Executive

              
	 	 
	 	 
	
                ATTEST:

              	
                NEWALLIANCE
                  BANK

              
	 	 
	 	 
	 	 
	
                By:_____________________________

              	
                By:____________________________________

              
	
                Name:__________________________

              	
                Name:_________________________________

              
	
                Title:___________________________

              	
                Title:__________________________________

              
	 	 
	
                [Seal]

              	 


      

      
 

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