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.
