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Exhibit 10
FORM OF
VOTING AGREEMENT
April ________,
2005
NewAlliance Bancshares,
Inc.
195 Church Street
New Haven, Connecticut 06510
Ladies and
Gentlemen:
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 ”).
CBI and
NewAlliance Bancshares, Inc. ( “NewAlliance” )
are considering the execution of an Agreement and Plan of Merger
(“ Agreement ”) contemplating the merger of CBI
with and into NewAlliance, with NewAlliance as the surviving
corporation of the merger (the “ Merger ”), and
the merger of Cornerstone Bank ( “Cornerstone”)
with and into NewAlliance (“NAB”), with NAB as the
surviving corporation (the “ Bank Merger ”),
such execution being subject in the case of NewAlliance to the
execution and delivery of this letter agreement (“ Letter
Agreement ”). In consideration of the substantial
expenses that NewAlliance will incur in connection with the
transactions contemplated by the Agreement and in order to induce
NewAlliance to execute the Agreement and to proceed to incur such
expenses, the undersigned agrees and undertakes, in his or her
capacity as a shareholder of CBI and not in his or her capacity as
a director of CBI as follows:
1.
The undersigned, while this Letter Agreement is in effect, shall
vote or cause to be voted in favor of the Agreement and the
Merger all of the shares of CBI Common Stock that the undersigned
shall be entitled to so vote, whether such shares are beneficially
owned by the undersigned on the date of this Letter Agreement or
are subsequently acquired, whether pursuant to the exercise of
stock options or otherwise (the “ Subject Shares
”), at the special meeting of CBI’s shareholders to be
called and held following the date hereof, to consider the
Agreement, the Merger and the Bank Merger (the “ Special
Meeting ”). The undersigned shall not sell, pledge,
transfer or otherwise dispose of any Subject Shares, provided,
however, the undersigned may pledge Subject Shares acquired
hereafter in order to secure indebtedness to a financial
institution incurred by t
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