Newalliance Bancshares Inc Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2010 • Newalliance Bancshares Inc • National commercial banks • Connecticut

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2009 by and between NewAlliance Bank, a Connecticut savings bank (the “Bank”), and Paul A. McCraven (the “Executive”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2010 • Newalliance Bancshares Inc • National commercial banks • Connecticut

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2009 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”).

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NEWALLIANCE BANK RETENTION AGREEMENT
Retention Agreement • April 15th, 2005 • Newalliance Bancshares Inc • National commercial banks • Connecticut

This Retention Agreement (this “Agreement”) is made and entered into as of the 12th of April 2005, by and between Cornerstone Bancorp, Inc., a Connecticut corporation (“Cornerstone”), Cornerstone Bank, a Connecticut bank and a wholly owned subsidiary of Cornerstone, NewAlliance Bank, a Connecticut savings bank (the “Bank”), and Leigh A. Hardisty (the “Executive”).

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TERMINATION, RELEASE AND NONCOMPETITION AGREEMENT
Termination, Release and Noncompetition Agreement • July 19th, 2006 • Newalliance Bancshares Inc • National commercial banks • Connecticut

This Termination, Release and Noncompetition Agreement (the “Agreement”) is entered into as of July 18, 2006 by and among Gary L. Briggs (the “Executive”), Westbank Corporation (“WBC”), a Massachusetts corporation, Westbank, a Massachusetts chartered bank and trust company and a wholly-owned subsidiary of WBC, and NewAlliance Bancshares, Inc. (“NewAlliance”), a Delaware corporation.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 1st, 2007 • Newalliance Bancshares Inc • National commercial banks • Delaware

This Agreement, dated as of March, 2007, is entered into by and between NewAlliance Bancshares, Inc., a Delaware corporation (the “Company”), and __________________ (the “Indemnitee”).

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RELEASE, CONSULTING AND NONCOMPETITION AGREEMENT
Release, Consulting and Noncompetition Agreement • April 15th, 2005 • Newalliance Bancshares Inc • National commercial banks • Connecticut

This Release, Consulting and Noncompetition Agreement (this “Agreement”) is entered into as of April 12, 2005, by and between NewAlliance Bancshares, Inc., a Delaware corporation (“NewAlliance”), NewAlliance Bank, a Connecticut savings bank and a wholly-owned subsidiary of NewAlliance (“NewAlliance Bank”), Cornerstone Bancorp, Inc., a Connecticut corporation (“Cornerstone”), Cornerstone Bank, a Connecticut bank and a wholly-owned subsidiary of Cornerstone (“Cornerstone Bank”), and James P. Jakubek (the “Consultant”).

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AGREEMENT AND PLAN OF MERGER Dated as of August 18, 2010 among NEWALLIANCE BANCSHARES, INC., FIRST NIAGARA FINANCIAL GROUP, INC. and FNFG MERGER SUB, INC.
Agreement and Plan of Merger • August 20th, 2010 • Newalliance Bancshares Inc • National commercial banks • New York

AGREEMENT AND PLAN OF MERGER, dated as of August 18, 2010 (this “Agreement”), among NEWALLIANCE BANCSHARES, INC., a Delaware corporation (“NAL”), FIRST NIAGARA FINANCIAL GROUP, INC., a Delaware corporation (“FNFG”), and FNFG MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of FNFG (“Merger Sub”). The addresses of each party hereto are set forth in Section 9.08.

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TWO-YEAR CHANGE IN CONTROL AGREEMENT
Two-Year Change in Control Agreement • August 13th, 2004 • Newalliance Bancshares Inc • National commercial banks • Connecticut

THIS CHANGE IN CONTROL AGREEMENT is dated this first day of April 2004, by and between NewAlliance Bank, a Connecticut savings bank (the “Bank” or the “Employer”), and Paul A. McCraven (the “Executive”).

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TERMINATION AND RELEASE AGREEMENT
Termination and Release Agreement • July 19th, 2006 • Newalliance Bancshares Inc • National commercial banks • Connecticut

This Termination and Release Agreement (the “Agreement”) is entered into as of July 18, 2006 by and among Kathleen A. Jalbert (the “Executive”), Westbank Corporation (“WBC”), a Massachusetts corporation, Westbank, a Massachusetts chartered bank and trust company and a wholly-owned subsidiary of WBC, and NewAlliance Bancshares, Inc. (“NewAlliance”), a Delaware corporation.

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NEWALLIANCE BANCSHARES, INC. STOCK OPTION AWARD AGREEMENT (Outside Director Award)
Award Agreement • August 9th, 2005 • Newalliance Bancshares Inc • National commercial banks • Delaware

This agreement dated as of June 17, 2005 (the “Award Agreement”), is entered into by and between NewAlliance Bancshares, Inc., a Delaware corporation (the “Company”), and ____________ (the “Participant”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the NewAlliance Bancshares, Inc. 2005 Long-Term Compensation Plan (the “Plan”).

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NEWALLIANCE BANCSHARES, INC. RESTRICTED STOCK AWARD AGREEMENT (Outside Director Award)
Award Agreement • August 9th, 2005 • Newalliance Bancshares Inc • National commercial banks • Delaware

This agreement dated as of June 17, 2005 (the “Award Agreement”) is entered into by and between NewAlliance Bancshares, Inc., a Delaware corporation (the “Company”) and __________ (the “Participant”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the NewAlliance Bancshares, Inc. 2005 Long-Term Compensation Plan (the “Plan”).

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EMPLOYMENT AGREEMENT
Employment Agreement • October 14th, 2009 • Newalliance Bancshares Inc • National commercial banks • Connecticut

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 12, 2009 by and among NewAlliance Bank, a Connecticut savings bank (the “Bank”), NewAlliance Bancshares, Inc., a business corporation organized under the laws of the State of Delaware (the “Company”), and Glenn I. MacInnes (the “Executive”).

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August 18, 2010 Peyton R. Patterson Chairman, Chief Executive Officer and President NewAlliance Bancshares, Inc. New Haven, CT 06510 Dear Peyton:
Newalliance Bancshares Inc • August 24th, 2010 • National commercial banks

The purpose of this letter is to confirm the agreement among NewAlliance Bancshares, Inc. (“NewAlliance”), NewAlliance Bank, First Niagara Financial Group, Inc. (“First Niagara”) and you with respect to the restrictive covenant set forth below. This letter is being entered into in connection with the Agreement and Plan of Merger, dated as of August 18, 2010, among NewAlliance , First Niagara and FNFG Merger Sub, Inc. (“Merger Agreement”). If the Merger Agreement or your employment with NewAlliance and NewAlliance Bank terminates for any reason before the Closing Date (as defined in the Merger Agreement) occurs, all of the provisions of this letter will terminate and there will be no liability of any kind under this letter.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2010 • Newalliance Bancshares Inc • National commercial banks • Connecticut

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2009 by and among NewAlliance Bank, a Connecticut savings bank (the “Bank”), NewAlliance Bancshares, Inc., a business corporation organized under the laws of the State of Delaware (the “Company”) and Cecil Eugene Kirby, Jr. (the “Executive”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 1st, 2007 • Newalliance Bancshares Inc • National commercial banks • Connecticut

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 Merrill B. Blanksteen (the “Executive”).

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FORM OF TWO-YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 6th, 2006 • Newalliance Bancshares Inc • National commercial banks • Connecticut

THIS CHANGE IN CONTROL AGREEMENT was originally made and entered into as of _______________ and is hereby amended and restated as of January 3, 2006, by and between NewAlliance Bank, a Connecticut savings bank (the “Bank” or the “Employer”), and ______________(the “Executive”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 6th, 2006 • Newalliance Bancshares Inc • National commercial banks • Connecticut

This EMPLOYMENT AGREEMENT (this "Agreement") was originally made and entered into as of April 1, 2004 and is hereby amended and restated as of January 3, 2006 by and between NewAlliance Bank, a Connecticut savings bank (the "Bank"), and Diane L. Wishnafski (the "Executive").

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NEWALLIANCE BANCSHARES, INC. PERFORMANCE SHARE AWARD AGREEMENT (Employee Award)
Performance Share Award Agreement • June 1st, 2009 • Newalliance Bancshares Inc • National commercial banks • Delaware

This agreement dated as of May 29, 2009 (the “Award Agreement”) is entered into by and between NewAlliance Bancshares, Inc., a Delaware corporation (the “Company”) and ___________________________ (the “Participant”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the NewAlliance Bancshares, Inc. 2005 Long-Term Compensation Plan (the “Plan”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG NEWALLIANCE BANCSHARES, INC. AND NEWALLIANCE BANK AND CORNERSTONE BANCORP, INC. AND CORNERSTONE BANK DATED AS OF April 12, 2005
Agreement and Plan of Merger • April 15th, 2005 • Newalliance Bancshares Inc • National commercial banks • Connecticut

This AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of April 12, 2005 is by and among NEWALLIANCE BANCSHARES, INC. a Delaware Corporation ("NewAlliance"), NEWALLIANCE BANK, a Connecticut chartered savings bank and wholly owned subsidiary of NewAlliance ("NAB"), CORNERSTONE BANCORP, INC., a Connecticut corporation ("CBI"), and CORNERSTONE BANK, a Connecticut chartered savings bank and wholly-owned subsidiary of CBI ("Cornerstone").

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NEWALLIANCE BANCSHARES, INC. RESTRICTED STOCK AWARD AGREEMENT (Outside Director Award)
Newalliance Bancshares • February 26th, 2010 • Newalliance Bancshares Inc • National commercial banks • Delaware

This agreement dated as of November 2, 2009 (the “Award Agreement”) is entered into by and between NewAlliance Bancshares, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Participant”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the NewAlliance Bancshares, Inc. 2005 Long-Term Compensation Plan (the “Plan”) as such Plan may be amended from time to time.

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CONFIDENTIAL
New Alliance Bancshares Inc • September 30th, 2003 • New York
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TWO-YEAR CHANGE IN CONTROL AGREEMENT
Control Agreement • December 12th, 2003 • Newalliance Bancshares Inc • National commercial banks • Connecticut

THIS CHANGE IN CONTROL AGREEMENT is dated this day of 2004, by and between NewAlliance Bancshares, Inc., a business corporation organized under the laws of the State of Delaware (the “Company”), The New Haven Savings Bank, a Connecticut savings bank (the “Bank”), and (the “Executive”). The Company and the Bank are collectively referred to as the “Employers”.

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FORM OF VOTING AGREEMENT
Form of Voting Agreement • June 8th, 2005 • Newalliance Bancshares Inc • National commercial banks

The undersigned is a director of Cornerstone Bancorp, Inc. (“CBI”) and is the beneficial holder of shares of common stock of CBI (“CBI Common Stock”).

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NEWALLIANCE BANK RETENTION AGREEMENT
Newalliance Bank Retention Agreement • April 15th, 2005 • Newalliance Bancshares Inc • National commercial banks • Connecticut

This Retention Agreement (this “Agreement”) is made and entered into as of the 12th of April 2005, by and between Cornerstone Bancorp, Inc., a Connecticut corporation (“Cornerstone”), Cornerstone Bank, a Connecticut bank and a wholly owned subsidiary of Cornerstone, NewAlliance Bank, a Connecticut savings bank (the “Bank”), and Anthony S. Luciano (the “Executive”).

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NEWALLIANCE BANCSHARES, INC. STOCK OPTION AWARD AGREEMENT (Employee Award)
Award Agreement • June 1st, 2009 • Newalliance Bancshares Inc • National commercial banks • Delaware

This agreement dated as of May 29, 2009 (the “Award Agreement”) is entered into by and between NewAlliance Bancshares, Inc., a Delaware corporation (the “Company”), and _____________ (the “Participant”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the NewAlliance Bancshares, Inc. 2005 Long-Term Compensation Plan, as amended from time to time (the “Plan”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG THE NEW HAVEN SAVINGS BANK AND CONNECTICUT BANCSHARES, INC. AND THE SAVINGS BANK OF MANCHESTER DATED AS OF July 15, 2003
Termination and Release Agreement • March 30th, 2004 • Newalliance Bancshares Inc • National commercial banks • Connecticut

This AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of July 15, 2003 is by and among THE NEW HAVEN SAVINGS BANK, a Connecticut-chartered mutual savings bank (“NHSB”), CONNECTICUT BANCSHARES, INC., a Delaware corporation (“Connecticut Bancshares”), and THE SAVINGS BANK OF MANCHESTER, a Connecticut savings bank and wholly-owned subsidiary of Connecticut Bancshares (“SBM”).

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JUNE 2009 AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 23rd, 2009 • Newalliance Bancshares Inc • National commercial banks

This JUNE 2009 AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of June 23, 2009 (the “Effective Date”) by and between NewAlliance Bank, a Connecticut savings bank (the “Bank”), and Diane L. Wishnafski (the “Executive”).

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NEWALLIANCE BANCSHARES, INC. STOCK OPTION AWARD AGREEMENT (Outside Director Award)
Award Agreement • February 26th, 2010 • Newalliance Bancshares Inc • National commercial banks • Delaware

This agreement dated as of November 2, 2009 (the “Award Agreement”) is entered into by and between NewAlliance Bancshares, Inc., a Delaware corporation (the “Company”) and [Name] (the “Participant”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the NewAlliance Bancshares, Inc. 2005 Long-Term Compensation Plan (the “Plan”), as such Plan may be amended from time to time.

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AGREEMENT AND PLAN OF MERGER BY AND AMONG NEWALLIANCE BANCSHARES, INC. AND NEWALLIANCE BANK AND WESTBANK CORPORATION AND WESTBANK DATED AS OF July 18, 2006
Agreement and Plan of Merger • July 19th, 2006 • Newalliance Bancshares Inc • National commercial banks • Connecticut

such amount), in full satisfaction of both WBC’s obligations under Section 9(b)(vii) of the Employment Agreement and NewAlliance’s agreement to extend such benefits to cover the years 2010 and 2011;

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NEWALLIANCE BANCSHARES, INC. RESTRICTED STOCK AWARD AGREEMENT (Employee Award)
Newalliance Bancshares • June 1st, 2009 • Newalliance Bancshares Inc • National commercial banks • Delaware

This agreement dated as of May 29, 2009 (the “Award Agreement”) is entered into by and between NewAlliance Bancshares, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Participant”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the NewAlliance Bancshares, Inc. 2005 Long-Term Compensation Plan, as amended from time to time (the “Plan”).

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Shares (subject to increase up to shares in the event of an oversubscription) NEWALLIANCE BANCSHARES, INC. (a Delaware corporation) Common Stock (par value $.01 per share) AGENCY AGREEMENT
Agency Agreement • December 12th, 2003 • Newalliance Bancshares Inc • National commercial banks • Connecticut
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