Vice President, Business Development Employment Agreement

EXHIBIT 10.7.5.1



JUNE 2009 AMENDMENT TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT



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").





WHEREAS, the Executive is currently employed as the Executive Vice President, Consumer & Business Banking Services of the Bank pursuant to an Employment Agreement between the Bank and the Executive originally entered into as of April 1, 2004 and amended and restated effective June 27, 2006 and September 25, 2007 (the "Employment Agreement");





WHEREAS, the parties desire to amend certain provisions of the Employment Agreement in light of the Executive's decision to retire, which will be effective on January 4, 2010 (the "Retirement Date"); and





WHEREAS, the Executive is willing to continue to serve the Bank and to agree to the additional covenants related to her retirement on the terms and conditions hereinafter set forth;





NOW, THEREFORE, in consideration of the promises and the mutual covenants and conditions hereinafter set forth, the Bank and the Executive hereby agree to the following amendments to the Employment Agreement, which amendments shall be effective from on and after the Effective Date. Those sections of the Employment Agreement not addressed in this Amendment shall remain in full force and effect.





SECTION 2. EMPLOYMENT PERIOD.





Section 2(a) and 2(b) are hereby amended as follows:





(a) The Employment Period shall terminate on the Retirement Date. All benefits of the Employment Agreement available to Executive for the Term of employment shall terminate on the Retirement Date, unless and only to the extent otherwise provided in this Amendment (provided any benefits that have vested in Executive as of the Retirement Date shall be payable in accordance with the terms of the applicable plans or programs).





Section 2(b) is deleted and replaced by "Intentionally Omitted".





SECTION 3. DUTIES.





Section 3 is hereby deleted and replaced in its entirety with the following:






"Commencing on the date hereof and continuing through the Retirement Date, the Executive shall serve as Executive Vice President, Business Development of the Bank. Her duties will include working closely with all executive and other officers of the Bank to (1) effectively transition her duties to others as of the Retirement Date; and (2) to continue to develop business from existing and new customers for the Bank. In this regard, it is expected that the Executive will, without limitation, do the following: (a) identify key client relationships, and prioritize those that require i) in-person meetings, ii) phone calls; and/or iii) other forms of contact; (b) suggest any changes to the Bank's relationship team; (c) schedule and conduct with other Bank officers transition meetings with key clients; (d) work with executive officers of the Bank to assist in an orderly transition; and (e) continue to attend the Bank's Board of Directors meetings, and such committees as the Bank's Chief Executive Officer shall determine. Executive shall report directly to the Chief Executive Officer of the Bank with a dotted line reporting to the Bank's President (i.e., the Chief Executive Officer may direct Executive to report to the President on specific matters). 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 other than as permitted or contemplated by Section 7 hereof) to the business and affairs of the Bank and shall use her best efforts to advance the interests of the Bank."





SECTION 4. CASH AND OTHER COMPENSATION.





Section 4(a) is hereby deleted and replaced in its entirety with the following:





(a) In consideration for the services to be rendered by the Executive as an employee hereunder, the Bank shall continue to pay to her a salary of two hundred eighty-eight thousand four hundred dollars ($288, 400) annualized (" Base Salary"), until the Retirement Date. The Executive's Base Salary shall be payable in approximately equal installments in accordance with the Bank's customary payroll practices for senior officers.





For 2009, Executive agrees that she will no longer be eligible to receive a cash payment under the Bank's Executive Incentive Plan ("EIP") or any other cash bonus for services in 2009. However, in lieu thereof, provided she remains employed at the Bank through her Retirement Date, the Executive shall receive a cash bonus payable no later than March 15, 2010 equal to Executive's projected 2009 EIP "Target" bonus, or One Hundred Forty-Four Thousand Two Hundred Dollars ($144,200). This bonus payment shall be subject to the claw-back provisions of the EIP.





The Executive has participated in awards made to her under the Bank's 2005 Long-Term Incentive Plan. In the interests of clarity, the parties agree that the status of the following awards outstanding to Executive under the LTIP, pursuant to the terms of the LTIP, are as follows:



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(i) 25,800 shares of restricted stock awarded on June 17, 2005 scheduled to vest on January 1, 2010 shall vest as scheduled if Executive remains employed by the Bank until January 1, 2010;





(ii) 25,800 shares and 17,200 shares of restricted stock awarded on , June 17, 2005 scheduled to vest on January 1,2011 and January 1, 2012, respectively, shall be forfeited;





(iii) 555 option shares awarded on June 26, 2006 scheduled to vest on June 26, 2009 shall vest as scheduled if Executive remains employed by the Bank until then;





(iv) 583 shares of restricted stock awarded on June 26, 2006 scheduled to vest on June 26, 2009 shall vest as scheduled if Executive remains employed by the Bank until then; and





(v) 4,086 shares of restricted stock, 18,573 option shares and ...