EMPLOYMENT AGREEMENT

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”).

WHEREAS, the Bank desires to employ the Executive, and the Executive desires to be employed by the Bank, as an Executive Vice President and the Chief Financial Officer under the terms and conditions herein; and

WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, as an Executive Vice President and the Chief Financial Officer under the terms and conditions herein.  The Bank and the Company are collectively referred to herein as the “Employers”.

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 November 2, 2009, or such earlier date as may be mutually agreed to by the parties (the “Effective Date”).  The Employers agree 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, 2012 (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 April 1 st thereafter, the Board 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 the Chief Executive Officer) a one-year extension of the term of this Agreement, and the term shall continue to extend on April 1 st of each year (beginning with April 1, 2010) if the Board of Directors so approves 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 by the Executive not less than ninety (90) days prior to any such April 1 st .  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 31 st 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 1 st immediately prior to the April 1 st renewal 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 Executive’s employment with 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.  All actions to be taken by the Board of Directors under this Section 2(b) may be taken by the Compensation Committee of the Board of Directors.

(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 an Executive Vice President and the Chief Financial Officer of both the Company and the Bank, having such power, authority and responsibility and performing such duties as are prescribed by or under the Bylaws of the Employers and as are customarily associated with such positions as determined by the Employers’ Chief Executive Officer.  The Executive shall initially report directly to the Chief Executive Officer.  The Employers' Chief Executive Officer may, during the term of the Employment Agreement, alter the Executive's job and/or reporting responsibilities as she deems appropriate to the effective management of the Employers, provided, however, that the Executive shall at all times have duties, responsibilities and job and/or reporting obligations consistent with those of a Chief Financial Officer of a publicly held bank holding company and shall 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 Employers and shall use his best efforts to advance the interests of the Employers.

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 three hundred fifty thousand dollars ($350,000) annually (“Base Salary”) as of the date of this Agreement.  The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Bank’s customary payroll practices for senior officers.  Base Salary shall include any amounts of compensation deferred by the Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement.  The Compensation Committee of the Board of Directors of the Employers (the “Committee”) shall review the Executive’s annual rate of salary at such times during the Employment Period as it deems appropriate, but not less frequently than once every

twelve months (provided that the initial review may be deferred until the Executive’s regular review for the period beginning April 1, 2010), and may, in its discretion, approve an increase therein.  Such review of the Executive’s Base Salary shall take into account not only the Executive’s performance as well as the Employer’s performance since the date of the last review conducted pursuant to this Section 4(a) but also shall take into consideration the salaries of similarly 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 Employers for services hereunder at such times, in such amounts and on such terms and conditions as the Committee 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 Committee.  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 Committee.  In connection with the foregoing, under the terms of the Bank’s Executive Incentive Plan (the “EIP”), annual cash bonuses can be awarded to the Executive.  The initial percentage accorded to the Executive shall be 60% of the Executive’s Base Salary at the “Target” level, and the Executive shall be eligible to receive a bonus for the year ending December 31, 2009 on a pro rata basis, subject to the satisfaction of the applicable performance objectives.  The Compensation Committee 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 March of the EIP’s plan year to which such percentage shall be applicable, commencing March 2010.

(c)           The Bank shall pay to the Executive a signing bonus of $75,000 in a single lump sum payment within 30 days following the Effective Date, provided that the Executive continues to remain employed by the Employers during such 30-day period.  In addition, the Bank shall pay to the Executive a retention bonus of $150,000 in a single lump sum payment by March 31, 2010, provided that the Executive continues to remain employed through and including at least March 15, 2010.

SECTION 5.                           EMPLOYEE BENEFIT PLANS AND PROGRAMS.

(a)           During the Employment Period, the Executive shall be treated as an employee of the Employers 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 Employers (including but not limited to the Company’s Employee Stock Ownership Plan (the “ESOP”), the Bank’s 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 Employers, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Employers’ customary practices.  The Executive shall be ineligible for the Bank’s 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 Employers shall provide the Executive with an expense allowance (“Expense Allowance”) payable monthly equal to approximately $750 per month to pay for the costs of an automobile.  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 Employers and wishes to seek reimbursement as provided herein for such excess, then within 40 days after the end of such calendar year, the Executive shall provide information to the Employers (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 Employers (“Business Miles”).  In the event the number of Business Miles driven during such calendar year is determined by the Employers to be more than 3,600 (“Covered Business Miles”), the Employers 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 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 Employers’ 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 Employers’ policy for executive officers. Currently, that policy provides for four weeks of vacation, pro-rated for any partial year. All vacations must be cleared through the Chief Executive Officer.

(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 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 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 $2,000 (the “Annual Cost”).  Reimbursement of the Executive for the Annual Cost 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 and, if increased, shall be reflected in an addendum hereto.

(f)           The Executive shall move his principal residence to the New Haven area as soon as practicable. In connection therewith, the Employers shall (i) reimburse the Executive for eighty percent (80%) of the reasonable transportation, temporary housing, meals and related costs incurred for a period up to ninety (90) days after the Effective Date, subject to a budget approved by the Chief Executive Officer of the Employers (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”); (ii) reimburse the Executive for eighty percent (80%) of the reasonable moving, packing and unpacking costs associated with moving the Executive’s household goods from New Jersey to a permanent or temporary residence in the New Haven area, subject to a budget approved by the Chief Executive Officer of the Employers (the Executive will be reimbursed only for one move); (iii) provided the Executive purchases a primary residence in the New Haven area within one year following the Effective Date, reimburse the Executive for eighty percent (80%) of the reasonable closing costs and fees in connection with the Executive’s purchase of a primary residence in the New Haven area (including costs related to mortgage financing, legal, and title, but excluding any broker’s commission), subject to a budget approved by the Chief Executive Officer of the Employers; and (iv) provided the Executive purchases a primary residence in the New Haven area within one year following the Effective Date, the Employers will facilitate the Executive’s purchase of a new home in Connecticut by purchasing the Executive’s primary residence in New Jersey (if such residence has not already been sold at the time) for an amount equal to the average appraised value (as determined below) of such residence minus estimated resale costs, including closing costs and broker’s commission.  In determining the average appraised value, the Employers shall determine whether to obtain two or three appraisals, each of which shall be paid for by or on behalf of the Employers, and the average appraised value shall be the mean average of the appraisals obtained.  The Executive shall be required to satisfy all mortgages, liens and monetary encumbrances on his residence in connection with this transaction and shall execute all documents and take all actions reasonably requested of him by the Employers in order to accomplish this objective.

(g)           Subject to approval by the Compensation Committee of the Board of Directors of the Company, the Company shall make the following grants to the Executive under the Company’s 2005 Long-Term Compensation Plan on the first Monday following the first

quarterly earnings release after the Effective Date:  (i) a stock option for 30,000 shares of common stock of the Company, which shall vest at the rate of 25% per year on each annual anniversary of the date of grant; and (ii) a restricted stock award for 30,000 shares of common stock of the Company, which shall vest at the rate of 33.3% per year on each annual anniversary of the date of grant.  The per share exercise price for the stock option grant will be the per share closing price of the Company’s common stock on the date of grant.  If stock-based, long-term incentive awards are made generally by the Company to other executive officers in 2010, then the Executive will be considered for such grants as well.

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 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 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 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 Employers or any subsidiary or affiliate.

SECTION 7.                           OUTSIDE ACTIVITIES.

The Executive may (a) serve as a member of the boards of directors of such business, community and charitable organizations as the Executive 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 the Executive’s duties under this Agreement or present any conflict of interest.  The Executive may also engage in personal business and investment activities which do not materially interfere with the performance of the Executive’s duties hereunder, provided that such activities are not prohibited under any code of conduct or investment or securities trading policy established by the 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 Employers, the Executive shall not directly or indirectly provide services to or participate in the affairs of the Employers in a manner inconsistent with the terms of such discharge or suspension or any applicable regulatory order.

SECTION 8.                           WORKING FACILITIES AND EXPENSES.

It is understood by the parties that the Executive’s principal place of employment shall be at the Bank’s principal executive office located in New Haven, Connecticut, or at such other

location within 50 miles of the address of such principal executive office as may be approved by the Chief Executive Officer of the Employers, or at such other location as the Employers and the Executive may mutually agree upon.  The Employers 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 Employers and necessary or appropriate in connection with the performance of his assigned duties under this Agreement.  The Employers shall reimburse the Executive for his 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 his 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, 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 expenses were incurred.

SECTION 9.                           TERMINATION OF EMPLOYMENT WITH BENEFITS.

(a)           Subject to Sections 9(b), 9(c) and 9(d) hereof, the Executive shall be entitled to the benefits described in Section 9(b) in the event that:

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

(A)           any material breach of this Agreement by the Employers, including without limitation any of the following: (1) a material diminution in the Executive’s base compensation, or (2) a material diminution in the Executive’s 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 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).