ex10-73.htm


    Exhibit
      10.7.3

    
      
        

      

    

    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 Gail E.D.
      Brathwaite (the “Executive”).

    


    W
      I T N E
      S S E T H :

    
        WHEREAS,
      the
      Executive is currently employed as the Executive Vice President and Chief
      Operating 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 (the “Initial Term”),
      plus such extensions, if any, as are provided pursuant to Section 2(b) hereof
      (the “Employment Period”).

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

              (b)  Except
        as provided in Section 2(c), prior to the first annual anniversary of the
        Commencement Date and each annual anniversary thereafter, the Boards of
        Directors of the Employers shall consider and review (after taking into account
        all relevant factors, including the Executive’s performance and any
        recommendation of Chief Executive Officer) a one-year extension of the term
        of
        this Agreement, and the term shall continue to extend each year (beginning
        with
        the first annual anniversary date) if the Boards of Directors so approve
        such
        extension unless the Executive gives written notice to the Employers of the
        Executive’s election not to extend the term, with such notice to be given not
        less than ninety (90) days prior to any such anniversary date. If the Board
        of
        Directors elects not to extend the term, it shall give written notice of
        such
        decision to the Executive not less than ninety (90) days prior to any such
        anniversary date. If the Executive does not receive such notice, 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.

    


            Throughout
      the
      Employment Period, the Executive shall serve as the Executive Vice President
      and
      Chief Operating Officer of each of the Employers, having such power, authority
      and responsibility and performing such duties as are prescribed by or under
      the
      Bylaws of each of the Employers and as are customarily associated with such
      positions.  The Executive shall report directly to the Chief Executive
      Officer of the Company and/or the Bank. The Executive shall devote 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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    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 three hundred fifty one thousand dollars ($351,000)
      annually (“Base Salary”) as of the date of restatement of this
      Agreement.  The Executive’s Base Salary shall be payable in
      approximately equal installments in accordance with the Company’s and the Bank’s
      customary payroll practices for senior officers.  Base Salary shall
      include any amounts of compensation deferred by the Executive under any
      tax-qualified retirement or welfare benefit plan or any other deferred
      compensation arrangement.  The Compensation Committees of the Board of
      Directors of the Company (the “Company Board”) and the Board of Directors of the
      Bank (the “Bank Board”) (collectively the “Boards”) shall review the Executive’s
      annual rate of salary at such times during the Employment Period as they deem
      appropriate, but not less frequently than once every twelve months, and may,
      in
      their respective discretion, approve an increase therein.  Such review
      of Executive’s Base Salary shall take into account not only the Executive’s
      performance as well as the Employers’ performance since the date of the last
      review conducted pursuant to this Section 4(a) but also shall take into
      consideration the salaries of similar situated officers at comparably situated
      financial institutions as determined by the Compensation Committees thereof
      as
      well as any recommendation of the Chief Executive Officer.  In
      addition to salary, the Executive may receive other cash compensation from
      the
      Employers for services hereunder at such times, in such amounts and on such
      terms and conditions as the Company Board or the Bank Board may determine from
      time to time.  Any increase in the Executive’s annual salary shall
      become the Base Salary of the Executive for purposes hereof.  The
      Executive’s Base Salary as in effect from time to time cannot be decreased by
      the Employers without the Executive’s express prior written
      consent.

    


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

    


    SECTION
      5.                                EMPLOYEE
      BENEFIT PLANS AND PROGRAMS.

     

            (a)
      During the
      Employment Period, the Executive shall be treated as an employee of the Company
      and the Bank and shall be entitled to participate in and receive benefits under
      any and all qualified or non-qualified retirement, pension, savings or
      profit-sharing plans (including but not limited to, 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 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. 

    
      
        
        

      

      
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            (b)  During
      the Employment Period, the Employers shall provide the Executive with an expense
      allowance (“Expense Allowance”) payable monthly equal to $600 per month to pay
      for the costs of an automobile.  Such Expense Allowance shall take
      into account the federal and state income tax effect on the Executive of receipt
      of such allowance.   In the event that with respect to a given
      calendar year occurring during the term of this Agreement, the Executive
      believes that 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 5,000 (“Covered Business Miles”), the Bank or the
      Company will provide the Executive an additional reimbursement for the Business
      Miles in excess of the Covered Business Miles at a rate equal to the standard
      mileage rate as published by the Internal Revenue Service for the period in
      which the excess Business Miles were incurred (“Reimbursement Rate”), with such
      reimbursement to be provided no later than March 15 of the year immediately
      following the year in which the excess Business Miles were
      incurred.  The Expense Allowance, the Covered Business Miles and the
      Reimbursement Rate shall be reviewed annually by the Compensation Committee
      of
      the Company Board and, if increased, shall be reflected in an addendum
      hereto.  Notwithstanding the foregoing, nothing herein shall be deemed
      to impose upon the Employers or obviate the Executive’s obligation, legal or
      otherwise, to maintain liability insurance with respect to the Executive’s
      personal use of an automobile.

    


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

    


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

    
      
        
        

      

      
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            (e)
      The Employers
      shall provide during the term of this Agreement, subject to the limitations
      set
      forth herein, for the Executive to receive, at the Employers’ expense, the
      services of a tax professional and a personal financial planning professional
      (which may be the same person or entity for both services) (the “Tax Service
      Professional”) selected by the Employers and reasonably satisfactory to the
      Executive.  Subject to the limitations set forth herein, if the
      Employers do not specify a Tax Services Professional reasonably acceptable
      to
      the Executive, the Executive will be entitled to use the services of a Tax
      Services Professional of 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 $2,500 (the “Annual Cost”), prior to any
      adjustment for income tax effects of reimbursement for such
      expense.  Reimbursement of the Executive for the Annual Cost shall
      take into account the federal and state income tax effect on the Executive
      of
      receipt of such Annual Cost, and such reimbursement shall be paid promptly
      by
      the Employers and in any event no later than March 15 of the year immediately
      following the year in which the Annual Cost was incurred. The Annual Cost shall
      be reviewed annually by the Compensation Committee of the Company and, if
      increased, shall be reflected in an addendum hereto.

     

            (f)
      During the
      Employment Period, the Employers will reimburse and/or pay for the Executive’s
      cost of membership in a mutually agreed upon club (or such successor club
      reasonably agreed to by the Employers and the Executive), including all
      membership bonds or surety, initiation or membership fees, annual dues, capital
      assessments, and all business-related expenses incurred at the club (“Club
      Expenses”).  The Executive shall be reimbursed for the cost of Club
      Expenses expended by 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 reimbursement for the Club Expenses.

    


    SECTION
      6.                                INDEMNIFICATION
      AND INSURANCE.

    


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

    


            (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.


    
      
        
        

      

      
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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 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 50 miles of the address of such
      principal executive office, or at such other location as the Employers and
      the
      Executive may mutually agree upon.  The Employers shall provide the
      Executive at 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.

    


    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:

    
      
        
        

      

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

     

            (B)
      any material
      change in the geographic location at which the Executive must perform 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 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
      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;

    
      
        
        

      

      
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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 Employers or any successors pursuant
      to
      this Section 9(b)(iii) shall be payable at such times and in such amounts as
      if
      the Executive was still an employee of the Employers, subject to any increases
      in such amounts imposed by the insurance company or COBRA, and the amount of
      insurance premiums required to be paid by the Employers in any taxable year
      shall not affect the amount of insurance premiums required to be paid by the
      Employers in any other taxable year;

    


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

    


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

    


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

    


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


    
      
        
        

      

      
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            (A)
      the value of the
      aggregate benefits to which 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:

    


            (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.

    
      
        
        

      

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

    


    SECTION
      10.                                TERMINATION
      WITHOUT ADDITIONAL EMPLOYER LIABILITY.

     

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

    


        (i)  the
      discharge of the Executive for “cause,” which, for purposes of this Agreement,
      shall mean a discharge because either the Company Board or the Bank Board
      determines that the Executive has: (A) willfully failed to perform 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;


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

        (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.

    


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

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

            (d)  During
      any period in which the Executive is absent due to physical or mental
      impairment, the Employers may, without breaching this Agreement, appoint another
      person or persons to act as interim Executive Vice President and Chief Operating
      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.

    


            (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 Employers or any
      subsidiary thereof in any one of the three calendar years immediately preceding
      the year in which the termination occurs and (iii) the amounts specified in
      Sections 9(b)(i), (ii), (iv), (vi), (vii) and (viii) (notwithstanding any
      contrary language contained therein with respect to payment being over a longer
      time period) except in calculating the amount of such benefits, to the extent
      applicable, the Severance Benefits Period will be for a period of three years
      commencing on the date of the termination of Executive’s employment. In
      addition, for purposes of calculating the amount 

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

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

    


    SECTION
      12.                                TAX
      INDEMNIFICATION.

    


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

    


        (i)  twenty
      (20) percent (or such other percentage equal to the tax rate imposed by Section
      4999 of the Code) of the amount by which the Initial Parachute Payment exceeds
      the Executive’s Abase
      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 AInitial
      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 Agross
      up
      percentage” (“GUP”).  The GUP shall be determined as
      follows:

    


    Tax
      Rate

    GUP  =   ________

    1-
      Tax
      Rate

    


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


    
      
        
        

      

      
        13

        
          

        

      

      
        
        
        (b)  Notwithstanding
        the foregoing, if it shall subsequently be determined in a final judicial
        determination or a final administrative settlement to which the Executive
        is a
        party that the actual excess parachute payment as defined in Section 280G(b)(1)
        of the Code (before giving effect to the payments under Sections 12(a)(i)
        and
        (ii) above) is different from the Initial Excess Parachute Payment (such
        different amount being hereafter referred to as the “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.

     

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

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

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

    


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

    


    SECTION
      14.                                COVENANT
      NOT TO COMPETE.

     

            In
      the event the
      Executive’s employment with the Employers is terminated for any reason prior to
      the expiration of the Employment Period (except as set forth below), the
      Executive hereby covenants and agrees that for a period of two years following
      the date of her termination of employment with the Employers (or, if less,
      for
      the Severance Benefits 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.

    


    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.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    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

     

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

    


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

    


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


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    SECTION
      18.                                SUCCESSORS
      AND ASSIGNS.

    


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

    


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

    


    SECTION
      19.                                NOTICES.

    


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

    


    If
      to the
      Executive:

    


    Gail
      E.D.
      Brathwaite

    At
      the
      address last appearing

    on
      the
      personnel records of

    the
      Employers


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    If
      to the
      Employers:

    


    NewAlliance
      Bancshares, Inc.

    NewAlliance
      Bank

    195
      Church Street

    New
      Haven, CT  06510

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

    Attention:
      Chairman of the Board

    


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

    


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

    734
      15th Street,
      N.W.

    Washington,
      D.C.  20005

    Attention:
      Raymond A. Tiernan, Esq.

    Philip
      R.
      Bevan, Esq.

    


    SECTION
      20.                                INDEMNIFICATION
      FOR ATTORNEYS’ FEES.

    


            (a)  The
      Employers shall indemnify, hold harmless and defend the Executive against
      reasonable costs, including legal fees and expenses, incurred by 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 March 11, 2002 between
      the Bank and the Executive and the amended and restated employment agreement
      effective as of January 3, 2006 between the Employers and the
      Executive.  No modifications of this Agreement shall be valid unless
      made in writing and signed by the parties hereto; provided, however, that if
      the
      Employers determine, after a review of the final regulations issued under
      Section 409A of the Code and all applicable IRS guidance, that this Agreement
      should be further amended to avoid triggering the tax and interest penalties
      imposed by Section 409A of the Code, the Employers may amend this Agreement
      to
      the extent necessary to avoid triggering the tax and interest penalties imposed
      by Section 409A of the Code.


    
      
        
        

      

      
        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 AAAA”),
      before resorting to arbitration.

    


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

    


            (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.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

            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.

    


    
      
        	
                 

              	_________________________ 
	
                 

              	
                Gail
                  E.D. Brathwaite, Executive 

              
	 	 
	 	 
	
                ATTEST:

              	
                NEWALLIANCE
                  BANCSHARES, INC.

              
	 	 
	 	 
	
                By:_____________________________

              	
                By:____________________________________

              
	
                Name:__________________________

              	
                Name:_________________________________

              
	
                Title:___________________________

              	
                Title:__________________________________

              
	 	 
	
                [Seal]

              	 
	 	 
	 	 
	
                ATTEST:

              	
                NEWALLIANCE
                  BANK

              
	 	 
	 	 
	
                By:_____________________________

              	
                By:____________________________________

              
	
                Name:__________________________

              	
                Name:_________________________________

              
	
                Title:___________________________

              	
                Title:__________________________________

              
	 	 
	
                [Seal]

              	 


      


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