ex10-71.htm


    
      
        
          

        

      

      Exhibit
        10.7.1

      AMENDED
        AND RESTATED EMPLOYMENT AGREEMENT

       

              This
        AMENDED AND
        RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of
        September 25, 2007 by and between NewAlliance Bancshares, Inc., a business
        corporation organized under the laws of the State of Delaware (the “Company”),
        NewAlliance Bank, a Connecticut savings bank (the “Bank”), and Peyton R.
        Patterson  (the “Executive”).

       

      W
        I T N E
        S S E T H :

       

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

       

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

       

              WHEREAS,
        the Company
        and the Bank desire to ensure that the Company and the Bank are assured of
        the
        continued availability of the Executive's services as provided in this
        Agreement, with the Company and the Bank collectively referred to herein
        as the
“Employers”; and

       

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

       

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

       

      SECTION
        1.            EFFECTIVE
        DATE; EMPLOYMENT.

       

              This
        Agreement shall
        be effective on the date first written above (the “Effective Date”), provided
        that all changes intended to comply with Section 409A of the Code, including
        without limitation changes to Sections 9, 10, 11 and 12 of the Agreement,
        shall
        be retroactively effective to January 1, 2005; and provided further that
        no
        retroactive change shall affect the compensation or benefits previously paid
        to
        the Executive.  Each of the Employers agrees to employ the Executive, and
        the Executive hereby agrees to such employment, during the period and upon
        the
        terms and conditions set forth in this Agreement.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SECTION
        2.            EMPLOYMENT
        PERIOD.

       

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

       

                 
                    (b) 
Except as provided in Section 2(c), prior to the first annual anniversary
        of the
        Commencement Date and each annual anniversary thereafter, the Boards of
        Directors of the Employers shall consider and review (after taking into account
        all relevant factors, including the Executive's performance) a one-year
        extension of the term of this Agreement, and the term shall continue to extend
        each year (beginning with the first annual anniversary date) if the Boards
        of
        Directors so approve such extension unless the Executive gives written notice
        to
        the Employers of the Executive's election not to extend the term, with such
        notice to be given not less than ninety (90) days prior to any such anniversary
        date.  If the Board of Directors elects not to extend the term, it shall
        give written notice of such decision to the Executive not less than ninety
        (90)
        days prior to any such anniversary date. If the Executive does not receive
        such
        notice, she may, by written notice given at any time during the ninety (90)
        days
        prior to the relevant anniversary date, request from the Board of Directors
        written confirmation that the term has been extended and, if such confirmation
        is not received by the Executive within thirty (30) days after the request
        therefor is made, the Executive may treat the term as having not been
        extended.  Upon termination of the Executive's employment with either of
        the Employers for any reason whatsoever, any annual extensions provided pursuant
        to this Section 2(b), if not theretofore discontinued, shall automatically
        cease.  In addition, no annual renewals shall extend beyond the Executive's
        65th birthday, and in no event shall the Employment Period extend beyond
        the
        Executive's 65th birthday.

       

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

       

      SECTION
        3.           
DUTIES.

       

              (a) 
Throughout
        the Employment Period, the Executive shall serve as the Chairman, President
        and
        Chief Executive Officer of each of the Employers, having such power, authority
        and responsibility and performing such duties as are prescribed by or under
        the
        Bylaws of each of the Employers and as are customarily associated with such
        positions.  The Executive shall 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 Employers
        and shall use her best efforts to advance the interests of the
        Employers.

      
        
          
          

        

        
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              (b) 
Throughout
        the Employment Period, the Board of Directors of the Bank (the “Bank Board”)
        (or, if applicable, its nominating committee) shall nominate the Executive
        to be
        a director of the Bank when her term expires, subject to the fiduciary duties
        of
        the Bank Board, and the Company agrees to approve her election as a director
        of
        the Bank.  Throughout the Employment Period, the Board of Directors of the
        Company (the “Company Board”) (or, if applicable, its nominating committee)
        shall nominate the Executive to be a director of the Company when her term
        expires and recommend her election to the shareholders of the Company, subject
        to the fiduciary duties of the Company Board.

       

      SECTION
        4.            CASH AND
        OTHER COMPENSATION.

       

              (a) 
In
        consideration for the services to be rendered by the Executive hereunder,
        the
        Employers shall pay to her a salary of seven hundred fifteen thousand dollars
        ($715,000) annually (“Base Salary”) as of the date of restatement of this
        Agreement.  The Executive's Base Salary shall be payable in approximately
        equal installments in accordance with the Company's and the Bank's customary
        payroll practices for senior officers.  Base Salary shall include any
        amounts of compensation deferred by the Executive under any tax‐qualified
        retirement or welfare benefit plan or any other deferred compensation
        arrangement. The Compensation Committees of the Company Board and the Board
        of
        Directors of the Bank (the “Bank Board”) (collectively the “Boards”) shall
        review the Executive's annual rate of salary at such times during the Employment
        Period as they deem appropriate, but not less frequently than once every
        twelve
        months, and may, in their respective discretion, approve an increase
        therein.  Such review of the Executive's Base Salary shall take into
        account not only the Executive's performance as well as the Employers'
        performance since the date of the last review conducted pursuant to this
        Section
        4(a) but also shall take into consideration the salaries of similar situated
        officers at comparably situated financial institutions as determined by the
        Compensation Committees of the Employers.  In addition to salary, the
        Executive may receive other cash compensation from the Employers for services
        hereunder at such times, in such amounts and on such terms and conditions
        as the
        Company Board or the Bank Board may determine from time to time.  Any
        increase in the Executive's annual salary shall become the Base Salary of
        the
        Executive for purposes hereof.  The Executive's Base Salary as in effect
        from time to time cannot be decreased by the Employers without the Executive's
        express prior written consent.

       

              (b) 
The
        Executive shall be entitled to participate in an equitable manner with all
        other
        executive officers of the Employers in discretionary bonuses to executive
        officers as authorized by the Company Board and/or the Bank Board.  No
        other compensation provided for in this Agreement shall be deemed a substitute
        for the Executive's right to participate in such bonuses when and as declared
        by
        the Company Board and/or the Bank Board.  In connection with the foregoing,
        under the terms of the Bank's Executive Short Term Incentive Plan (the “ESTIP”),
        annual cash bonuses can be awarded to the Executive in an amount equal to
        up to
        200% of the Executive's Base Salary as in effect at the start of the ESTIP's
        plan year to which the bonus relates.  The Compensation Committee of the
        Board of Directors of the Company shall make an annual determination of the
        exact percentage of Base Salary to be used with respect to the possible bonus,
        if any, to be paid to the Executive for the relevant plan year and shall
        notify
        the Executive by the end of January of the ESTIP's plan year to which such
        percentage shall be applicable, commencing January 2005.

      
        
          
          

        

        
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      SECTION
        5.            EMPLOYEE
        BENEFIT PLANS AND PROGRAMS.

       

                             
        (a)  During the Employment Period, the Executive shall be treated as an
        employee of the Company and the Bank and shall be entitled to participate
        in and
        receive benefits under any and all qualified or non‐qualified retirement,
        pension, savings or profit‐sharing plans (including, but not limited to 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
        ESTIP and any incentive compensation plans or programs or any stock benefit
        plans) as may from time to time be maintained by, or cover employees of,
        the
        Company and the Bank, in accordance with the terms and conditions of such
        employee benefit plans and programs and compensation plans and programs and
        consistent with the Company's and the Bank's customary practices. Nothing
        paid
        to the Executive under any such plan or program will be deemed to be in lieu
        of
        other compensation to which the Executive is entitled under this
        Agreement.

       

              (b) 
During
        the
        Employment Period, the Employers shall provide the Executive with an expense
        allowance (“Expense Allowance”) payable monthly equal to $800 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/or the Company and wishes to seek reimbursement
        as
        provided herein for such excess, within 40 days after the end of such calendar
        year, the Executive shall provide information to the Company and the Bank
        (as
        well as any additional information as the Employers may reasonably request
        in
        order to review the Executive’s claim) with respect to the number of miles
        driven in the such calendar year in connection with the business of the Bank
        and/or the Company (“Business Miles”).  In the event the number of Business
        Miles driven during such calendar year is determined by the Employers to
        be more
        than 7,500 (“Covered Business Miles”), the Bank or the Company will provide the
        Executive an additional reimbursement for the Business Miles in excess of
        the
        Covered Business Miles at a rate equal to the standard mileage rate as published
        by the Internal Revenue Service for the period in which the excess Business
        Miles were incurred (“Reimbursement Rate”), with such reimbursement to be
        provided no later than March 15 of the year immediately following the year
        in
        which the excess Business Miles were incurred.  The Expense Allowance, the
        Covered Business Miles and the Reimbursement Rate shall be reviewed annually
        by
        the Compensation Committee of the Company Board and, if increased, shall
        be
        reflected in an addendum hereto.  Notwithstanding the foregoing, nothing
        herein shall be deemed to impose upon the Employers or obviate the Executive's
        obligation, legal or otherwise, to maintain liability insurance with respect
        to
        the Executive's personal use of an automobile.

      
        
          
          

        

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

       

              (d) 
The
        Executive shall be entitled to paid holidays consistent with the Employers'
        policy for executive officers.  The Executive shall be entitled to five
        weeks paid vacation in each fiscal year, with such vacations to be taken
        consistent with the Employers' need for Executive's on-site leadership
        responsibilities.  The Executive may not carry over vacation days from
        fiscal year to year, or be paid extra for unused vacation days, except with
        the
        approval of the Bank Board.     

       

                             
        (e)  The Employers shall provide during the term of this Agreement, subject
        to the limitations set forth herein, for the Executive to receive, at the
        Employers' expense, the services of a tax professional and a personal financial
        planning professional (which may be the same person or entity for both services)
        (the “Tax Service Professional”) selected by the Employers and reasonably
        satisfactory to the Executive.  Subject to the limitations set forth
        herein, if the Employers do not specify a Tax Services Professional reasonably
        acceptable to the Executive, the Executive will be entitled to use the services
        of a Tax Services Professional of her choosing and seek reimbursement by
        the
        Employers for the reasonable cost of such Tax Service Professional actually
        incurred by the Executive.  The services to be provided shall include (i)
        the preparation of all required federal, state and local personal income
        tax
        returns, (ii) advice with respect to federal, state and local income tax
        treatment of cash and other forms of compensation paid to the Executive by
        the
        Employers and (iii) investment and retirement counseling and estate
        planning.  Notwithstanding the foregoing, the annual cost to the Employers
        of providing the services to the Executive of such Tax Service Professional,
        whether such Tax Service Professional is selected by the Employers or the
        Executive, shall not exceed $3,000 (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 Employers and in any event no
        later
        than March 15 of the year immediately following the year in which the Annual
        Cost was incurred.  The Annual Cost shall be reviewed annually by the
        Compensation Committee of the Company and, if increased, shall be reflected
        in
        an addendum hereto.

       

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

      
        
          
          

        

        
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      SECTION
        6.           
INDEMNIFICATION AND INSURANCE.

       

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

       

              (b) 
To
        the
        maximum extent permitted under applicable law, the Employers shall indemnify
        the
        Executive against and hold her 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 Employers or any subsidiary or affiliate.

       

      SECTION
        7.            OUTSIDE
        ACTIVITIES.

       

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


       

      SECTION
        8.            WORKING
        FACILITIES AND EXPENSES.

       

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

      
        
          
          

        

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

       

              (A) 
any
        material breach of this Agreement by the Employers, including without limitation
        any of the following: (1) a material diminution in the Executive’s base
        compensation, (2) a material diminution in the Executive’s authority, duties or
        responsibilities as prescribed in Section 3, or (3) any requirement that
        the
        Executive report to a corporate officer or employee of the Employers instead
        of
        reporting directly to the Boards of Directors of the Employers, 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 Employers within ninety
        (90)
        days of the initial existence of the condition, describing the existence
        of such
        condition, and the Employers shall thereafter have the right to remedy the
        condition within thirty (30) days of the date the Employers received the
        written
        notice from the Executive.  If the Employers remedy the condition within
        such thirty (30) day cure period, then no Good Reason shall be deemed to
        exist
        with respect to such condition.  If the Employers do not remedy the
        condition within such thirty (30) day cure period, then the Executive may
        deliver a notice of termination for Good Reason at any time within sixty
        (60)
        days following the expiration of such cure period; or

       

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

       

              (b) 
Subject
        to
        Section 9(c), and provided that no Change in Control (as defined in Section
        11(a) hereof) has occurred, the Employers shall pay and provide to the Executive
        (or, in the event of her subsequent death, to her estate), the following
        severance benefits for the three year period beginning on the date that her
        employment terminates (the “Severance Benefits Period”):

      
        
          
          

        

        
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          (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 Company's and the Bank's officers and employees (such benefits not to
        include the expense allowance provided by Section 5(b)) through the date
        of the
        termination of her 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 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 Employers or any successors pursuant
        to
        this Section 9(b)(iii) shall be payable at such times and in such amounts
        as if
        the Executive was still an employee of the Employers, subject to any increases
        in such amounts imposed by the insurance company or COBRA, and the amount
        of
        insurance premiums required to be paid by the Employers in any taxable year
        shall not affect the amount of insurance premiums required to be paid by
        the
        Employers in any other taxable year;

       

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

       

          (v) 
a
        lump sum cash amount equal to the present value of three times the Executive's
        Annual Compensation, as hereinafter defined, 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, payable within
        30 days following termination of employment;

       

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

      
        
          
          

        

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

       

          (viii) 
        a lump sum cash amount, payable within 30 days following termination of
        employment,  equal to the present value, determined by using a discount
        rate equal to the short-term applicable federal rate (determined under Section
        1274(d) of the Code) as published by the IRS for the month in which the
        termination of employment occurs, of the additional employer contributions
        to
        which 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 Company and 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 Employers for any such payments previously made within 30 days of the
        Executive’s receipt of a request for reimbursement from the Employers;
        and

       

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

      
        
          
          

        

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

       

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

       

              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 Employers 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 Employers may adopt subsequent to the date hereof as a
        replacement therefor) for the calendar year in which the termination occurs;
        provided, however, for purposes of clause (ii) bonuses earned under the
        Bank's Performance Unit Plan will not be included in cash incentive compensation
        for purposes of determining average cash incentive compensation (or with
        respect
        to Section 11(b), the highest level of cash incentive compensation). 


       

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

       

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

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      SECTION
        10.           
TERMINATION WITHOUT ADDITIONAL EMPLOYER LIABILITY.

       

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

       

          (i) 
the
        discharge of the Executive for “cause,” which, for purposes of this Agreement,
        shall mean a discharge because either the Company Board or the Bank Board
        determines that the Executive has: (A) willfully failed to perform 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 Employers and their 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
        Company or the Bank, as determined by the Company Board or the Bank Board;
        or
        (F) materially breached the terms of this Agreement and failed to cure such
        material breach during a 15-day period following the date on which the Company
        Board or the Bank Board gives written notice to the Executive of the material
        breach;

       

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

       

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

       

      then
        in
        any of the foregoing events, the Employers shall have no further obligations
        under this Agreement, other than (A) the payment to the Executive of 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 Company's or the Bank's employee benefit plans and programs and
        compensation plans and programs.

       

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

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

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

       

              (d) 
During
        any
        period in which the Executive is absent due to physical or mental impairment,
        the Employers may, without breaching this Agreement, appoint another person
        or
        persons to act as interim President and interim Chief Executive Officer 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
        Employers may provide notice to the Executive in writing that they intend
        to
        terminate the Executive's employment under this Agreement, with the termination
        date to be on or after the date that the Executive is deemed to have a
        Disability.  At the time 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.

       

      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.

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

              (b) 
If
        the
        Executive's employment by the Employers shall be terminated subsequent to
        a
        Change in Control and during the term of this Agreement by (i) the Employers
        for
        other than Cause, Disability, Retirement or the Executive's death or (ii)
        the
        Executive for Good Reason as defined in Section 9(a)(i) hereof,  then the
        Employers shall pay to the Executive a severance benefit in a lump sum payment,
        within five (5) days after the effective time of such termination of employment,
        equal to the sum of (i) three times 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); provided, however, 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 plus three
        years
        or (y) age 55.  In addition, the Employers shall provide the Executive with
        the benefits provided for in Section 9(b)(iii) for the Severance Benefits
        Period, subject to compliance with the last proviso clause contained in such
        subsection.  In the event that the Employers are unable to provide the
        benefits set forth in said Section 9(b)(iii) due to the change in the
        Executive's status to that of a non-employee, the Employers shall include
        in the
        lump sum payment due under this Section 11(b) the value of the benefits required
        to be provided by said Section 9(b)(iii) for the Severance Benefits Period.
        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.            TAX
        INDEMNIFICATION.

       

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

       

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

       

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

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      Tax
        Rate

       

      GUP 
        =  
               

       

      1-
        Tax
        Rate

       

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

       

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

       

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

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

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

      
         

      

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

       

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

       

      SECTION
        14.            COVENANT
        NOT TO COMPETE.

       

              In
        the event the
        Executive's employment with the Employers is terminated for any reason prior
        to
        the expiration of the Employment Period (except as set forth below), the
        Executive hereby covenants and agrees that for a period of two years following
        the date of her termination of employment with the Employers (or, if less,
        for
        the period beginning with the date of her termination and ending on the last
        day
        of the Employment Period), she shall not, without the written consent of
        the
        Employers, become an officer, employee, consultant, director or trustee of
        any
        savings bank, savings and loan association, savings and loan holding company,
        bank or bank holding company, or any direct or indirect subsidiary or affiliate
        of any such entity, that entails working within any county in which the Company
        or the Bank maintains an office as of the date of termination of the Executive's
        employment.  In addition, in the event of a breach by the Executive of any
        of the provisions of this Section 14, the Executive acknowledges that the
        Employers will seek to recoup the amounts paid to the Executive pursuant
        to
        Section 9(b)(ix) of this Agreement, up to the full value reasonably assigned
        to
        the breach of the non-competition provisions of this Section 14 by the
        Employers, provided that no such action may be taken without the Employers
        providing the Executive not less than twenty (20) days written notice of
        their
        intent to take such action and giving the Executive the right to cure such
        breach within ten (10) days of the Executive’s receipt of such notice. In
        addition, the Employers may avail themselves of such other remedies that
        may be
        available to them as a result of any breach of this Section 14 by the Executive,
        with such remedies to be cumulative and not mutually exclusive.  This
        section shall not be applicable if the Executive's employment 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.

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      SECTION
        15.           
CONFIDENTIALITY.

       

              Unless
        she obtains
        the prior written consent of the Employers, the Executive shall at all times
        keep confidential and shall refrain from using for the benefit of herself,
        or
        any person or entity other than the Employers or their subsidiaries or
        affiliates, any material document or information obtained from the Employers
        or
        their subsidiaries or affiliates, in the course of 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 Employers' consent,
        from participating in or disclosing documents or information in connection
        with
        any judicial or administrative investigation, inquiry or proceeding or the
        Company's public reporting requirements to the extent that such participation
        or
        disclosure is required under applicable law.

       

      SECTION
        16.           
SOLICITATION.

       

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

       

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

       

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

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

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

       

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

       

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

       

      SECTION
        18.            SUCCESSORS
        AND ASSIGNS.

       

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

       

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

       

      SECTION
        19.           
NOTICES.

       

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

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      If
        to the
        Executive:

       

      Peyton
        R.
        Patterson

      At
        the
        address last appearing

      on
        the
        personnel records of

      the
        Employers

       

      If
        to the
        Employers:

       

      NewAlliance
        Bancshares, Inc.

      NewAlliance
        Bank

      195
        Church Street

      New
        Haven, CT  06510

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

      Attention:
        Chairman of the Compensation Committee of the Board

       

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

       

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

      734
        15th Street, N.W.

      Washington,
        D.C.  20005

      Attention: 
        Raymond A. Tiernan, Esq.

      Philip
        R.
        Bevan, Esq.

       

      SECTION
        20.           
INDEMNIFICATION FOR ATTORNEYS' FEES.

       

              (a) 
The
        Employers shall indemnify, hold harmless and defend the Executive against
        reasonable costs, including legal fees and expenses, incurred by 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 Employers' obligations hereunder shall be conclusive evidence of the
        Executive's entitlement to indemnification hereunder, and any such
        indemnification payments shall be in addition to amounts payable pursuant
        to
        such settlement agreement, unless such settlement agreement expressly provides
        otherwise.

       

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

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      SECTION
        21.           
SEVERABILITY.

       

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

       

      SECTION
        22.           
WAIVER.

       

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

       

      SECTION
        23.           
COUNTERPARTS.

       

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

       

      SECTION
        24.            GOVERNING
        LAW.

       

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

       

      SECTION
        25.            HEADINGS
        AND CONSTRUCTION.

       

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

       

      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 November 27, 2001
        between the Bank and the Executive and the amended and restated employment
        agreement effective as of January 3, 2006 between the Employers and the
        Executive.  No modifications of this Agreement shall be valid unless made
        in writing and signed by the parties hereto; provided, however, that if the
        Employers determine, after a review of the final regulations issued under
        Section 409A of the Code and all applicable IRS guidance, that this Agreement
        should be further amended to avoid triggering the tax and interest penalties
        imposed by Section 409A of the Code, the Employers may amend this Agreement
        to
        the extent necessary to avoid triggering the tax and interest penalties imposed
        by Section 409A of the Code.

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      SECTION
        27.            REQUIRED
        REGULATORY PROVISIONS.

       

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

       

      SECTION
        28.  DISPUTE RESOLUTION.

       

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

       

              (b) 
If
        they do
        not reach such a solution within a period of thirty (30) days, then the parties
        agree first to endeavor in good faith to amicably settle their dispute by
        mediation under the Commercial Mediation Rules of the American Arbitration
        Association (the “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, he or she shall be named by the AAA.  Arbitration shall occur in New
        Haven, Connecticut or such other location as may be mutually agreed to by
        the
        parties.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

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

       

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

       

       

       

      
        
          	 	 
	 	
                  ________________________________

                  Peyton R. Patterson, Executive 

                
	 	
                   

                   

                
	ATTEST: 	NEWALLIANCE
                  BANCSHARES, INC.  
	 	 
	 	 
	
                  By: 

                  Name: 

                  Title: 

                	
                  By: 

                  Name: 

                  Title: 

                
	 	 
	[Seal]	 
	 	 
	 	 
	ATTEST: 	NEWALLIANCE
                  BANCSHARES, INC.   
	 	 
	 	 
	
                  By: 
                    

                  Name: 
                    

                  Title: 
 	
                  By: 
                    

                  Name: 

                  Title: 

                
	 	 
	[Seal] 	 


        

      

       

      	
               

            	
               

            


       

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