EMPLOYMENT AGREEMENT

Employee Retention Agreement

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NEWALLIANCE BANCSHARES INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: Connecticut Date: 2/27/2009
Industry: Regional Banks Sector: Financial

EMPLOYMENT AGREEMENT, Parties: newalliance bancshares inc

Exhibit 10.7.11

EMPLOYMENT AGREEMENT

This EMPLOYMENT

AGREEMENT (this Agreement) is made and entered into as of February 18,

2009 by and between NewAlliance Bank, a Connecticut savings bank (the Bank), and Mark Gibson (the Executive).

W I T N E S S E T H:

WHEREAS, the

Bank desires to employ Executive, and Executive desires to be employed by the Bank,

as Executive Vice President-Chief Marketing Officer, under the terms and conditions

herein;

NOW, THEREFORE,

in consideration of the premises and the mutual covenants and conditions hereinafter

set forth, the Employer and the Executive hereby agree as follows:

SECTION 1.        EFFECTIVE DATE; EMPLOYMENT.

This Agreement

shall be effective on the date first written above (the Effective Date).

The Bank agrees to employ the Executive, and the Executive hereby agrees to such

employment, during the period and upon the terms and conditions set forth in this

Agreement.

SECTION 2.        EMPLOYMENT PERIOD.

(a)        The terms

and conditions of this Agreement shall be and remain in effect beginning with the

Effective Date and continuing until April 1, 2011 (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 April 1, 2010 and each annual anniversary

thereafter, the Board of Directors of the Employer shall consider and review (after

taking into account all relevant factors, including the Executives performance

and any recommendation of the Chief Executive Officer) a one-year extension of the

term of this Agreement, and the term shall continue to extend each year (beginning

with the first annual anniversary date) if the Board of Directors so approve such

extension unless the Executive gives written notice to the Employer of the Executives 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

no later than December 31st of the year preceding any such anniversary

date. If the Executive does not receive such notice, the Executive may, by written

notice given at any time prior to February 1st of such anniversary date,

request from the Chief Executive Officer 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 Executives employment

with the

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Employer for any reason whatsoever, any annual extensions provided pursuant

to this Section 2(b), if not theretofore discontinued, shall automatically cease.

In addition, no annual renewals shall extend beyond the Executives 65th birthday,

and in no event shall the Employment Period extend beyond the Executives 65th

birthday.

(c)        Nothing

in this Agreement shall be deemed to prohibit the Employer at any time from terminating

the Executives employment during the Employment Period with or without notice

for any reason, provided, however, that the relative rights and obligations of the

Employer and the Executive in the event of any such termination, including any requirements

with respect to prior notice of such termination, shall be determined under this

Agreement.

SECTION 3.        DUTIES.

Throughout

the Employment Period, the Executive shall serve as Executive Vice President of

the Bank. His initial designation shall be Chief Marketing Officer, having such

power, authority and responsibility and performing such duties as are prescribed

by or under the Bylaws of the Bank and as are customarily associated with such position

as determined by the Banks Chief Executive Officer. The Executive shall initially

report directly to the Chief Executive Officer of the Bank. The Banks Chief

Executive Officer may, during the term of the Employment Agreement, alter Executives job and/or reporting responsibilities as she deems appropriate to the effective

management of the Bank, provided that Executive shall at all times be on the senior

executive team. The Executive shall devote his full business time, attention, skills

and efforts (other than during weekends, holidays, vacation periods, and periods

of illness or leaves of absence and other than as permitted or contemplated by Section

7) to the business and affairs of the Employer and shall use his best efforts to

advance the interests of the Employer.

SECTION 4.        CASH AND OTHER COMPENSATION.

(a)        In consideration

for the services to be rendered by the Executive hereunder, the Bank shall pay to

him a salary of two hundred sixty thousand dollars ($260,000) annually (Base

Salary) as of the date of this Agreement. The Executives Base Salary

shall be payable in approximately equal installments in accordance with the Banks customary payroll practices for senior officers. Base Salary shall include

any amounts of compensation deferred by the Executive under any tax-qualified retirement

or welfare benefit plan or any other deferred compensation arrangement. The Compensation

Committee of the Board of Directors of the Bank (the Bank Board) shall

review the Executives annual rate of salary at such times during the Employment

Period as it deems appropriate, but not less frequently than once every twelve months,

provided that the initial review may be deferred until the Executives regular

review for the period beginning April 1, 2010, and may, in its discretion, approve

an increase therein. Such review of Executives Base Salary shall take into

account not only the Executives 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

Committee thereof as well as any recommendation of the Chief Executive Officer.

In addition to salary, the Executive may receive other cash compensation from the

Employer for services hereunder at

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such times, in such amounts and on such terms

and conditions as the Bank Board may determine from time to time. Any increase in

the Executives annual salary shall become the Base Salary of the Executive

for purposes hereof. The Executives Base Salary as in effect from time to

time cannot be decreased by the Employer without the Executives express prior

written consent.

(b)        The Executive

shall be entitled to participate in an equitable manner with all other executive

officers of the Employer in discretionary bonuses to executive officers as authorized

by the Bank Board. No other compensation provided for in this Agreement shall be

deemed a substitute for the Executives right to participate in such bonuses

when and as declared by the Bank Board. In connection with the foregoing, under

the terms of the Banks Executive Incentive Plan (the EIP), annual

cash bonuses can be awarded to the Executive; the initial percentage accorded to

Executives shall be 45% of the Executives Base Salary at the Target level. The Compensation Committee of the Bank Board shall make an annual determination

of the exact percentage of Base Salary to be used with respect to the possible bonus,

if any, to be paid to the Executive for the relevant plan year and shall notify

the Executive by the end of January of the EIPs plan year to which such percentage

shall be applicable, commencing January 2009.

SECTION 5.        EMPLOYEE BENEFIT PLANS

AND PROGRAMS.

(a)        During

the Employment Period, the Executive shall be treated as an employee of the Bank

and shall be entitled to participate in and receive benefits under any and all qualified

or non-qualified active retirement programs covering employees of the Bank (including

but not limited to the Companys Employee Stock Ownership Plan (the ESOP), the Banks 401(k) Plan, the ESOP and 401(k) SERPs and any other similar

plans that may be adopted in the future), any and all group life, health (including

hospitalization, medical and major medical), dental, accident and long-term disability

insurance plans, and any other employee benefit and compensation plans (including,

but not limited to, the EIP and any incentive compensation plans or program or any

stock benefit plans that apply to the executive group) as may from time to time

be maintained by, or cover employees of, the Bank, in accordance with the terms

and conditions of such employee benefit plans and programs and compensation plans

and programs and consistent with the Banks customary practices. The Executive

shall be ineligible for the Banks defined benefit Pension Plan, to which no

new participants are currently permitted. Nothing paid to the Executive under any

such plan or program will be deemed to be in lieu of other compensation to which

the Executive is entitled under this Agreement.

(b)        During

the Employment Period, the Bank shall provide the Executive with an expense allowance

(Expense Allowance) payable monthly equal to approximately $500 per

month to pay for the costs of an automobile. Such Expense Allowance shall take into

account the federal and state income tax effect on the Executive of receipt of such

allowance. In the event that with respect to a given calendar year occurring during

the term of this Agreement, the Executive believes that he drove during such year

Business Miles (as hereinafter defined) in excess of the Covered Business Miles

(as hereinafter defined) in connection with the business of the Bank and wishes

to seek reimbursement as provided herein for such excess, within 40 days after the

end of such calendar year, the Executive shall provide information to the Bank (as

well as any additional information as the Bank may reasonably request in order to

review the

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Executives claim) with respect to the number of miles driven in

the such calendar year in connection with the business of the Bank (Business

Miles). In the event the number of Business Miles driven during such calendar

year is determined by the Bank to be more than 3,600 (Covered Business Miles), the Bank will provide the Executive an additional reimbursement for the

Business Miles in excess of the Covered Business Miles at a rate equal to the standard

mileage rate as published by the Internal Revenue Service for the period in which

the excess Business Miles were incurred (Reimbursement Rate), with such

reimbursement to be provided no later than March 15 of the year immediately following

the year in which the excess Business Miles were incurred. The Expense Allowance

and the Covered Business Miles may be reviewed by the Compensation Committee of

the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding

the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate

the Executives obligation, legal or otherwise, to maintain liability insurance

with respect to the Executives personal use of an automobile.

(c)        The Bank

shall provide and pay for a parking space for Executive in the Banks main

office parking garage or, if such space shall become unavailable due to tenant commitments

or otherwise, in an alternative convenient closed parking garage.

(d)        The Executive

shall be entitled to paid holidays and paid vacations consistent with the Banks

policy for executive officers.

(e)        The Bank

shall provide during the term of this Agreement, subject to the limitations set

forth herein, for the Executive to receive, at the 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 Employer and reasonably satisfactory to the Executive. Subject

to the limitations set forth herein, if the Employer does not specify a Tax Services

Professional reasonably acceptable to the Executive, the Executive will be entitled

to use the services of a Tax Services Professional of his choosing and seek reimbursement

by the Employer for the reasonable cost of such Tax Service Professional actually

incurred by the Executive. The services to be provided shall include (i) the preparation

of all required federal, state and local personal income tax returns, (ii) advice

with respect to federal, state and local income tax treatment of cash and other

forms of compensation paid to the Executive by the Employer and (iii) investment

and retirement counseling and estate planning. Notwithstanding the foregoing, the

annual cost to the Employer of providing the services to the Executive of such Tax

Service Professional, whether such Tax Service Professional is selected by the Employer

or the Executive, shall not exceed $2,000 (the Annual Cost), prior to

any adjustment for income tax effects of reimbursement for such expense. Reimbursement

of the Executive for the Annual Cost shall take into account the federal and state

income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement

shall be paid promptly by the Employer and in any event no later than March 15 of

the year immediately following the year in which the Annual Cost was incurred. The

Annual Cost shall be reviewed annually by the Compensation Committee of the Bank

Board and, if increased, shall be reflected in an addendum hereto.

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(f)        Executive

shall move his principal residence to the New Haven area as soon as practicable.

In connection therewith, the Bank shall (i) provide the Executive with an allowance

intended to compensate Executive for reasonable transportation, temporary housing,

meals and related costs incurred for a period up to ninety (90) days after the Effective

Date (which period may be extended beyond ninety (90) days for one additional 90

day period with the prior written consent of the Chief Executive Officer) (the Temporary Residence Period). The total amount of the allowance for the

first 90 day period shall be $22,500 and, for the second 90 day period, if any,

shall be $22,500 pro-rated to the date Executive closes on his New Haven area residence.

The allowance shall be paid as follows: $7,500 on the first pay period date following

the Effective Date and $7,500 on the first pay period date in each of the subsequent

two (or more, if extended) months; (ii) The Bank will reimburse the Executive for

all reasonable moving, packing and unpacking costs associated with moving Executives household goods from Alabama to a permanent or temporary residence in the

New Haven area, subject to a budget approved by the Chief Financial Officer of the

Bank. Executive will be reimbursed only for one move; (iii) provided Executive purchases

a primary residence in the New Haven area within one year following the Effective

Date, reimburse the Executive for all reasonable closing costs and fees in connection

with the Executives purchase of a primary residence in the New Haven area

(including costs related to mortgage financing, legal, and title, but excluding

any brokers commission), subject to a budget approved by the Chief Financial

Officer of the Bank; and (iv) provided Executive purchases a primary residence in

the New Haven area within one year following the Effective Date, the Bank shall

purchase, or cause to be purchased, effective immediately before his purchase of

a residence in the New Haven area, Executives current principal residence

in Birmingham, Alabama if such residence is unsold at that time. The Banks

purchase price shall be determined conclusively as the average price of three appraisals

of the residence that shall be obtained by and paid for by the Bank contemporaneous

with that purchase. Executive shall be required to satisfy all mortgages, liens

and monetary encumbrances on his residence at or before purchase by the Bank as

would be customary for sales to an independent buyer.

SECTION 6.        INDEMNIFICATION AND

INSURANCE.

(a)        During

the Employment Period and for a period of six years thereafter, the Employer shall

cause the Executive to be covered by and named as an insured under any policy or

contract of insurance obtained by it to insure its directors and officers against

personal liability for acts or omissions in connection with service as an officer

or director of the Employer or service in other capacities at the request of the

Employer. The coverage provided to the Executive pursuant to this Section 6 shall

be of the same scope and on the same terms and conditions as the coverage (if any)

provided to other officers or directors of the Employer or any successors.

(b)        To the

maximum extent permitted under applicable law, the Employer shall indemnify the

Executive against and hold the Executive harmless from any costs, liabilities, losses

and exposures that may be incurred by the Executive in his capacity as a director

or officer of the Employer or any subsidiary or affiliate.

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SECTION 7.        OUTSIDE ACTIVITIES.

The Executive

may (a) serve as a member of the boards of directors of such business, community

and charitable organizations as the Executive may disclose to and as may be approved

by the Employer (which approval shall not be unreasonably withheld), and (b) perform

duties as a trustee or personal representative or in any other fiduciary capacity,

provided that in each case such service shall not materially interfere with the

performance of the Executives duties under this Agreement or present any conflict

of interest. The Executive may also engage in personal business and investment activities

which do not materially interfere with the performance of the Executives duties

hereunder, provided that such activities are not prohibited under any code of conduct

or investment or securities trading policy established by the Employer and generally

applicable to all similarly situated executives. If the Executive is discharged

or suspended, or is subject to any regulatory prohibition or restriction with respect

to participation in the affairs of the Bank, the Executive shall not directly or

indirectly provide services to or participate in the affairs of the Bank in a manner

inconsistent with the terms of such discharge or suspension or any applicable regulatory

order.

SECTION 8.        WORKING FACILITIES

AND EXPENSES.

It is understood

by the parties that the Executives principal place of employment shall be

at the Banks principal executive office located in New Haven, Connecticut,

or at such other CEO approved location within 50 miles of the address of such principal

executive office, or at such other location as the Employer and the Executive may

mutually agree upon. The Employer shall provide the Executive at his principal place

of employment with a private office, secretarial services and other support services

and facilities suitable to his position with the Employer and necessary or appropriate

in connection with the performance of his assigned duties under this Agreement.

The Employer shall reimburse the Executive for his ordinary and necessary business

expenses attributable to the Employers business, including, without limitation,

the Executives travel and entertainment expenses incurred in connection with

the performance of his duties for the Employer under this Agreement, in each case

upon presentation to the Employer of an itemized account of such expenses in such

form as the Employer may reasonably require, and such reimbursement shall be paid

promptly by the Employer and in any event no later than March 15 of the year immediately

following the year in which the expenses were incurred.

SECTION 9.        TERMINATION OF EMPLOYMENT

WITH BENEFITS.

(a)        Subject

to Sections 9(b) and 9(c), the Executive shall be entitled to the benefits described

in Section 9(b) in the event that:

(i)        his employment

with the Bank terminates during the Employment Period as a result of the Executives termination for Good Reason (as defined in Section 9(a)(i)(A) and (B) of

this Agreement), which shall mean a termination based on the following:

(A)        any material

breach of this Agreement by the Employer, including without limitation any of the

following: (1) a material diminution in the Executives base

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compensation,

or (2) a material diminution in the Executives authority or responsibilities

as prescribed in Section 3, or

(B)        any material change in

the geographic location at which the Executive must perform his services under this

Agreement (defined as a move or series of moves of at least 50 miles from 195 Church

Street, New Haven, Connecticut);

provided, however, that prior to any termination

of employment for Good Reason, the Executive must first provide written notice to

the Employer within ninety (90) days of the initial existence of the condition,

describing the existence of such condition, and the Employer shall thereafter have

the right to remedy the condition within thirty (30) days of the date the Employer

received the written notice from the Executive. If the Employer remedies the condition

within such thirty (30) day cure period, then no Good Reason shall be deemed to

exist with respect to such condition. If the Employer does not remedy the condition

within such thirty (30) day cure period, then the Executive may deliver a notice

of termination for Good Reason at any time within sixty (60) days following the

expiration of such cure period; or

(ii)        the Executives employment with the Employer is terminated by the Bank 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 Employer shall pay and provide to the Executive (or, in

the event of his subsequent death, to his estate) the following severance benefits

for the period beginning on the date that his employment terminates and ending on

either (i) the last day of the Employment Period or (ii) 24 months subsequent to

the date of termination, whichever period is greater (the Severance Benefits

Period):

(i)        his earned

but unpaid Base Salary (including, without limitation, all items which constitute

wages under applicable law and the payment of which is not otherwise provided for

in this Section 9(b)) as of the date of the termination of his employment, with

such payment to be made at the time and in the manner prescribed by law applicable

to the payment of wages but in no event later than 30 days after termination of

employment;

(ii)       the benefits,

if any, to which he is entitled under the employee benefit plans and programs and

compensation plans and programs maintained for the benefit of the Banks officers

and employees (such benefits not to include the expense allowance provided by Section

5(b)) through the date of the termination of his employment;

(iii)      continued

group life, health, dental and accident insurance benefits, in addition to that

provided pursuant to Section 9(b)(ii), and after taking into account the coverage

provided by any subsequent employer, if and to the extent necessary to provide for

the Executive, for the Severance Benefits Period, coverage equivalent to the coverage

to which he would have been entitled under such plans if he had continued to be

employed during such period; provided that any insurance premiums payable by the

Employer or any successors pursuant to this Section 9(b)(iii) shall be payable at

such times and in such amounts as if the

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