NEWALLIANCE BANK ONLINE BUSINESS BANKING AGREEMENT
Effective February 19, 2007

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This ONLINE BUSINESS BANKING AGREEMENT ("Agreement") states the terms and conditions that apply to the Internet based banking services provided by us for business customers. If you are an individual who uses your Account(s) for personal purposes, please see our ONLINE PERSONAL BANKING Agreement. In this Agreement, "Customer", "you" or "your" means the business that has registered for ONLINE BUSINESS BANKING by completing the online registration form. "We", "us", "our" and "Bank" means NewAlliance Bank. Both parties agree that the services described and provided by us will be subject to the terms and conditions set forth below.

GENERAL

The Internet based banking services that we will provide to you, permit you to obtain certain account information, transfer funds, make bill payments through the WEBPAY feature and perform other transactions over the Internet. These services shall collectively be known as NewAlliance Bank ONLINE BUSINESS BANKING.

ACCESS TO ONLINE BUSINESS BANKING

To become eligible for ONLINE BUSINESS BANKING, you must sign up for the service online. Once this has been completed, we will give you instructions, separate from this Agreement on how to make ONLINE BUSINESS BANKING transactions. By using Online Personal Banking you agree to the terms of this Agreement and any instructions we may provide from time to time related to the use of Online Personal Banking. Your access to ONLINE BUSINESS BANKING will be determined in our sole discretion. Subject to applicable law, and at our sole discretion, we reserve the right to modify, suspend, or terminate access to ONLINE BUSINESS BANKING at any time without notice or refund of previously incurred fees. We may limit your access to ONLINE BUSINESS BANKING or the dollar amount of your transfers and payments.

To become eligible for ONLINE BUSINESS BANKING, you must sign up for the service online. Once this has been completed, we will give you instructions, separate from this Agreement on how to make ONLINE BUSINESS BANKING transactions. By using Online Personal Banking you agree to the terms of this Agreement and any instructions we may provide from time to time related to the use of Online Personal Banking. Your access to ONLINE BUSINESS BANKING will be determined in our sole discretion. Subject to applicable law, and at our sole discretion, we reserve the right to modify, suspend, or terminate access to ONLINE BUSINESS BANKING at any time without notice or refund of previously incurred fees. We may limit your access to ONLINE BUSINESS BANKING or the dollar amount of your transfers and payments.

EQUIPMENT REQUIREMENTS

In order to access ONLINE BUSINESS BANKING, you agree that you are responsible for access to the website through your Internet access provider and through use of a browser. The installation, maintenance and operation of your equipment, including, but not limited to, your computer, modem, and software and the Internet access through your Internet access provider is your responsibility. We are not responsible for any errors or failures from any malfunction of your equipment or software, and we are not responsible for any computer virus or related problems that may be associated with the use of ONLINE BUSINESS BANKING. We are not responsible for any failure or loss caused if any of your software or hardware is not compatible with our system. We reserve the right to change the minimum equipment specifications. We will provide notice of any change in the equipment specifications.

TERM

This Agreement is effective from the date the ONLINE BUSINESS BANKING services are made available to you and shall remain in force until termination. The Agreement shall be terminated, (1) upon written notice by either party to the other, provided we shall be given a reasonable time, which shall not be less than four business days, to act on such notice, (2) upon termination of the applicable deposit Account relationship(s) between the parties, or (3) if you fail to comply with the terms and conditions of this Agreement.

DISCLAMER OF WARRANTY

We make no warranties with respect to ONLINE BUSINESS BANKING, nor do we warrant that the ONLINE BUSINESS BANKING, including the WEBPAY feature, will meet specific your requirements. WE MAKE NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE USE OF ONLINE BUSINESS BANKING. WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

In no event shall we be liable to you for any damages, including lost profits, lost savings or other direct, indirect, incidental, special or consequential damages arising out of the use or inability to use ONLINE BUSINESS BANKING, including the WEBPAY feature, or for any claim by another party. If a transaction which you have properly processed through ONLINE BUSINESS BANKING, in accordance with the Online instructions or other instructions provided (i) is not completed, or (ii) is completed for an incorrect amount, or (iii) is directed to a person or entity which does not comply with your instructions, and such error occurred through our negligence or willful misconduct, we will be responsible for returning any improperly transferred funds to your Account from which the funds were withdrawn and for directing to the proper recipient any payments or transfers that were previously misdirected or not completed. THE RECREDITING OF YOUR ACCOUNT AND THE REDIRECTING OF PAYMENTS AND TRANSFERS SHALL CONSTITUTE OUR ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS OR TRANSFERS.

You shall be solely responsible for protecting against unauthorized access to ONLINE BUSINESS BANKING through the vigilant and routine use of appropriate security measures, including the security procedures described in this Agreement.

Where you have access to funds transfer features of ONLINE BUSINESS BANKING, which include transfers between your qualified Accounts with us ("Internal Transfers"), or bill payment through the WEBPAY feature, we will only accept transfer requests upon proper execution of security procedures that are entirely within your control. You agree to follow the security procedures set forth below.

We may also consider that any of your Account information that is accessed through ONLINE BUSINESS BANKING has been accessed with your authorization. We shall be held harmless for executing any transfer or making available any of your Account information pursuant to instructions received through ONLINE BUSINESS BANKING.

The E-mail feature of ONLINE BUSINESS BANKING is included for general communication between us and you, including technical information about ONLINE BUSINESS BANKING. An E-Mail message sent through ONLINE BUSINESS BANKING may not be immediately received by us. If you need to contact us immediately, telephone the Customer Contact Center at 1-800-892-2096 Monday through Friday during normal business hours. For concerns relating to WEBPAY call 414-224-0035. You agree not to use the E-Mail feature of ONLINE BUSINESS BANKING to issue funds transfer instructions. E-Mail transmissions through general or public e-mail may not be secure. Therefore, you agree not to send sensitive information such as account numbers and balances through general or public e-mail.

You understand that by using ONLINE BUSINESS BANKING, information about your Account(s) and transactions will be transmitted over the Internet. You agree that we will have no liability to you if an unauthorized third party obtains information about your Account(s) or transactions despite reasonable precautions we have taken to maintain the confidentiality and security of such information.

LOG IN AND SECURITY PROCEDURES

We use a multi-layered authentication process when you log in that allows us to identify you, through the use of an Access ID and password, and that allows you to identify us, through the use of an authentication image and pass phrase. You choose your Access ID and password. We will assign you your randomly selected authentication image and you will choose an authentication pass phrase, both of which will allow you to verify that you are using our website. You will also be asked to choose a series of challenge questions and answers that we will use to authenticate your identity when you log in from a computer we do not recognize. Your Access ID, password, authentication image and pass phrase and challenge questions and answers are your "Access Information".

When you enroll in our authentication log in process for the first time we place a cookie on your computer. Each time you log in, the cookie identifies your computer, your IP address, and other unique identifiers. The cookie is secure and does not contain any personal information. If you have Adobe® Flash® Player installed on your computer, we can also use Flash shared objects to identify your computer in the event that we can't identify your cookies. If you access ONLINE BUSINESS BANKING from a computer we do not recognize, we will ask you one of your challenge questions before showing you your authentication image and pass phrase.

You understand that anyone to whom you give your ONLINE BUSINESS BANKING Access Information will have full access to your Account(s), even if you attempt to limit that person's authority. You agree to take reasonable steps to safeguard your Access Information, particularly when accessing ONLINE BUSINESS BANKING from a different computer, which may result in the disclosure of your Access Information to other users of that computer. Your Access ID may be revoked or canceled at any time without giving you prior notice to assist us in maintaining the security of your Account(s). We recommend that you change you authentication image, pass phrase and challenge questions/answers often and that you retain all of your Access Information in a secure location separate from your computer. If you forget your Access Information, you must contact our Customer Contact Center at (203) 789-2767 or 1-800-892-2096 and answer your personal security question correctly in order to reactivate the ONLINE BUSINESS BANKING service.

We have developed the Log In and Security Procedures and ONLINE BUSINESS BANKING set-up authentication procedures in a manner that is designed to enhance the security of your Account(s) as well as the security of information related to your Account(s) (collectively referred to in this Agreement as the "Security Procedures"). However, you recognize and agree that the effectiveness of the Security Procedures is dependent on your proper and thoughtful use of the ONLINE BUSINESS BANKING Services and related Security Procedures. Accordingly, you agree to do the following:

• You agree to be careful when selecting the Account(s) that are linked to the ONLINE BUSINESS BANKING Service;
• You agree to be careful when selecting the information that will become your Access Information. For example, you should not select an Access ID, password or other Access Information that can be guessed or discovered by others;
• You agree to undertake whatever measures are necessary to maintain the security and confidentiality of the Access Information as well as any information related to these Security Procedures;
• You understand and agree that the ONLINE BUSINESS BANKING services are designed to be accessed by only one individual and you agree that the use of Access Information shall be limited to one individual. You agree to carefully select that individual and to ensure that this individual understands the importance of these Security Procedures.
• You agree to take whatever steps are necessary to prevent unauthorized transactions or access;
• You agree to notify us immediately if you learn (or you suspect) that your Access Information (or information related to these Security Procedures) has been breached or compromised in any way. And you will promptly take whatever follow-up steps are necessary to prevent or reduce the likelihood of unauthorized access to Account information or transactions (such as promptly changing your Access Information).
• You agree to closely monitor your Account(s) on a regular basis. This includes frequently logging on to the ONLINE BUSINESS BANKING Service and reviewing activity involving your Account(s) as well as promptly reviewing Account statements when received. You agree to promptly report to the Bank any errors, unauthorized transactions or suspicious circumstances related to your Account(s).

You agree that all of the foregoing responsibilities are part of the Security Procedures. You understand and agree that the Security Procedures may be amended or supplemented by the Bank from time to time (including through the use of online instructions). You understand that different businesses have different security risks and you agree to take whatever steps are necessary so that the Security Procedures are likely to be successful under the circumstances of your business and day-to-day methods of transacting business. Based on your knowledge of your business and your methods of conducting business, you agree that the Security Procedures set forth in this Agreement are commercially reasonable and appropriate for you. You agree to notify us immediately if, at any time, you become aware of facts that suggest that the Security Procedures are no longer adequate. You understand that we have adopted the Security Procedures only for purposes of verifying that instructions (including transfer and payment orders) are your instructions. The Security Procedures are not designed to detect errors in the content of the instructions. You also understand and agree that the Security Procedures, even when properly implemented by the Bank and by you, do not provide a guarantee against unauthorized access to information or unauthorized transactions. Accordingly, you agree to assume risks in connection with the establishment and/or use of the ONLINE BUSINESS BANKING relationship. Without limiting the generality of the foregoing, you agree that if Account information is accessed, or if an instruction is made (such as a transfer or payment order), by a person using your Access Information, we may treat that access request or instruction as being authorized by you (regardless of whether or not it was actually authorized by you) and you agree to be bound by any transactions implemented through those instructions.

PAYMENTS AND TRANSFERS - WHEN TRANSFERS ARE MADE BETWEEN YOUR ACCOUNTS AT NEWALLIANCE BANK

Transfers are not final at the time we receive your instructions, but we will begin to process them promptly. You must allow at least one (1) business day for us to process internal transfers to other NewAlliance Bank Accounts.

Each transfer will be posted to any Account with us that is involved in the transaction at 11:00 a.m. Eastern Standard Time on the actual date of process. Each transfer you initiate on a non-business day will be considered initiated on the following business day.

Information you obtain about your Accounts using our ONLINE BUSINESS BANKING service will not reflect transactions that have not yet been posted to your Accounts. You should keep that in mind when you perform or attempt to perform any transactions on the basis of such information

BUSINESS DAYS

Our ONLINE BUSINESS BANKING service is generally available 24 hours a day, 7 days a week, except for special maintenance periods. However, we only process transactions and update information on business days. Our business days are Monday through Friday. Holidays are not included.

NOTICES AND COMMUNICATIONS

Except as otherwise provided in this Agreement, all notices required to be sent to you will be effective when we mail or deliver them to the last known address that we have for you in our records or when we make such notices available to you through our ONLINE BUSINESS BANKING services or at the last known E-mail address that we have for you in our records. Notice to one joint Account owner will be effective for all of you. You agree that we may send or provide by electronic communication any notice, communication, or disclosure required to be provided orally or in writing to you. We may require written paper confirmation from you of any electronic communication that this Agreement permits you to make to us.

Our system may initiate E-mail messages to notify you of various events, as you elect (for example, that a payment was made). If our system detects a problem with E-mail delivery to you, we will make reasonable efforts to contact you by telephone, at the number shown in our records. We will not be otherwise responsible or liable for late payments or other consequences resulting from the non-delivery of this E-mail or our inability to make telephone contact with you when this occurs, whether the failure is due to communications, network, equipment or other problems beyond our control.

Our system, through our ONLINE BUSINESS BANKING alerts (if you elect), will notify you of upcoming payments and completed payments as each occurs.

RECORDING

You agree that we may tape record any telephone conversations you have with us regarding the services covered by this Agreement. However, we are not obligated to do so and may choose not to in our sole discretion.

SETTING UP A PAYEE ON THE WEBPAY SYSTEM

Each payee's payment address, your Account number(s) with the payee, your Account Information (see below under "Funding Account and Payment Methods"), your payment method preference, and the other information required in the "Payee Management" screen of the WEBPAY service must be setup before WEBPAY will work. It is your responsibility to ensure this information is entered and correct for each payee that you would like to be included in the WEBPAY service. You take responsibility for the accuracy of the payee information you enter, including changes to the information we set up at your direction, and we will not have any liability for any amounts imposed by the payee as a result of your setup errors.

CHANGES TO INFORMATION

If there is a change in your name, physical address, E-mail address or any other information required in the "Member Information" screen of the system, you must promptly notify us. Otherwise, we will continue to use the old information. If you cannot furnish us with the updated information electronically, please provide the information in writing, addressed as follows: NewAlliance Bank, Customer Contact Center, 195 Church Street, New Haven, CT 06510. Be sure to include your NewAlliance Bank Account number in your correspondence.

SCHEDULING PAYMENTS

There are three important dates in the bill payment process - payment due date, processing date, and forwarding date. In each instance, the date must be on one of our business days.

PAYMENT DUE DATE

This is the last date on which you want the payee to receive the payment. In many instances, this is probably the payment due date noted on the payee's billing statement. However, if the balance you owe the payee bears daily interest, you may want to select an earlier date.

PROCESSING DATE

This is the date on which you tell us to make the payment, and the date that funds will be drawn or deducted from your Funding Account.

FORWARDING DATE

This is the date the payment will be either mailed or sent electronically to the payee, depending on the Payment Method employed (see below). This date will always be the same day, or the first or the second business day following the Processing Date.

SELECTING DATES

You must select the Processing Date for your payment, or specify a payment rule in the system that automatically selects this date for you, for each bill received. This date should be at least six business days prior to the Payment Due Date to ensure that there is enough time for the payee to receive and post the payment to your account. As we cannot control the United States Postal Service or other aspects of the various systems and processes that together ensure that your payments get from us to your payees, we cannot guarantee that any payment will be received by the Payment Due Date, and we are not responsible for any costs, expenses or other damages you incur if your payment is not received by the payee on or before the Payment Due Date.

CONFIRMING PAYMENT, STOPPING PAYMENTS

You may cancel a scheduled one-time or recurring payment (a recurring payment is a payment we make regularly and automatically, based upon your standing order for the payment) by contacting the customer support team via telephone at 866-866-2794 at least 3 business days before the scheduled Processing Day.

FUNDING ACCOUNT AND PAYMENT METHODS

Notwithstanding any instructions from you, we are under no obligation to make any payment on your behalf. Currently, we cannot process payments to the following: the Internal Revenue Service, nor will we process payments that we recognize as payable to a state or local tax authority or tax collection agency, or payments to an individual, entity or government outside the United States. We utilize a number of methods to make payments on your behalf from your Funding Account, and we may add more in the future (each a "Payment Method"). As of the date this version of the Agreement was prepared, the methods we might use include the following:

DIRECT CHECK

When we use this method, we prepare checks (both paper and electronic) directly from the Funding Account. The checks are made out to the designated payee, as you request, and the funds are drawn from your Account when the payee deposits the check, as if you had issued the check directly. You provide us with the starting check number that we will use for numbering the checks we prepare on your behalf. We are not responsible for losses resulting from errors you make in providing us Account information, including check numbers.

DEMAND DRAFT

When we use this method, we draw a paper draft against your Funding Account. The payee on the draft would be the payee you designate. On the Forwarding Date, we will mail this demand draft to the payee at the address you have designated, using first class United States mail. Your payee would then process the demand draft in the same manner as your personal check would be processed. The amount of the draft will be deducted from the Funding Account by us on the business day we receive the draft for payment.

AUTOMATED CLEARING HOUSE ("ACH") ENTRIES

When we use this method, we electronically draw the amount of the payment from the Funding Account on the Processing Date, using an ACH (Automated Clearing House) transaction. On the Forwarding Date, again using an ACH transaction, the payment will be forwarded to the payee's bank, for automatic deposit into the payee's bank account and ultimate posting to your Funding Account.

DISHONOR OF TRANSACTION

We have no obligation to extend credit to you under this Agreement. If for any reason, there are insufficient funds in your Funding Account to make a payment, we are not required to make the payment. We can in our sole discretion, do any, or more than one of, the following, as applicable:

We can repeat the attempt to debit your Account one or more times, until you have sufficient funds for our transfer request or until we elect to take another approach. However, we have no obligation to try debiting the Funding Account more than once. We can forward your payment despite the dishonor, in which case we can at any time thereafter charge your Funding Account to reimburse us for the amount of the payment.

We can cancel the payment we have made to your payee on your behalf and charge your Funding Account to obtain reimbursement for any fees we incur for stopping payment on our check or ACH payment to the payee, plus the amount of the payment if our cancellation attempt proves unsuccessful (this could occur, for example, if we use a NewAlliance Bank check to make your payment and the check is enforced against us by a holder-in-due-course).

We can inactivate your Account with us so that you may no longer make payments through our WEBPAY service. We can sue you or use any other avenues legally available to us to collect the amount due us in connection with the payment.

YOUR OBLIGATION

You remain responsible for monitoring your WEBPAY account and your Funding Account. You agree to review and verify transactions made through our WEBPAY service as often as may be necessary or appropriate to ensure that all such transactions are made in accordance with your instructions. You must review those transactions as they are reflected on our website and on the statements of your Funding Account and tell us immediately if you believe that we have made an error.

COPYRIGHT

In this Agreement, any references to the website or "Site" include both the NewAlliance Bank website and the website of our third party processor that assists us with WEBPAY transactions. All materials and content on the Site, including text, graphics, logos, icons, images, audio files, video files, interfaces, site design, and the selection and arrangement of such materials, are the property of the Bank, of our third party processor that assists us with WEBPAY transactions or of our content providers and are protected by United States and international copyright laws. You may download, view, copy, and print the materials on the Site for personal, informational, noncommercial, internal use only, provided that you do not remove or alter any trademark, service mark or logo, or any copyright or other proprietary notices. Except as provided above, you may not download, view, copy, print, reproduce, distribute, republish, display, post, transmit or modify any part of the Site in any form or by any means without our prior written consent (including by mirroring any part of the Site). Upon revocation or termination of this Agreement, you must destroy any digital or printed copies you have of any portion of the Site, other than copies of agreements you have with us or records of your transactions. Unauthorized use of any materials on this Site may violate copyright laws, trademark laws, and other laws of the United States and other jurisdictions. All rights not expressly granted in this Agreement are reserved.

TRADEMARK

The trademarks, service marks and logos used on the website and on our promotional and marketing materials ("Trademarks") are our registered or unregistered Trademarks or those of our third party processor that assists us with WEBPAY, or those of our other licensors. Nothing on the website shall be construed as granting (by implication, estoppel, or otherwise) any license or right to use any Trademark without our prior written consent, or that of any third party that owns a Trademark displayed on the Site. In particular, you may not use any Trademark as a link to this Site or any other site.

LINKS TO OTHER SITES

As a convenience to users, the Site may contain links to sites owned or operated by third parties in addition to our service providers ("Third Party Sites"). We have no control over and accept no responsibility for the content or performance of Third Party Sites, and a link to a Third Party Site does not mean that we endorse or make any representations about that site, its performance, its content, its owner, or its owner's products or services.

SUBMISSION

Other than non-published personal information covered by our Privacy Policy, any information or communication you transmit or post to the Site (including data, suggestions, and comments) by electronic mail or otherwise ("Submission") will be considered non-confidential and non-proprietary. Anything you transmit or post becomes our property or the property of our third party service provider and may be used for any purpose (including reproduction, disclosure, transmission, publication, broadcast and posting). We are free to use any ideas, concepts, know-how, or techniques contained or described in any Submission for any purpose whatsoever (including developing, manufacturing and marketing products or services using such information). You may not post or transmit to or from the Site any unlawful, threatening, defamatory, or obscene communications.

DISPUTES RELATING TO WEBPAY, ASSIGNMENT, NO WAIVER, GOVERNING LAW

This Agreement is the complete and exclusive statement of the Agreement between you and us. It supersedes any proposal or prior Agreement, oral or written, and any other communications relating to the subject matter of this Agreement. If there is a conflict between what one of our employees or agents says and the terms of this Agreement, the terms of this Agreement will prevail. You may not assign this Agreement to any other party. We shall not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by us. No delay or omission on the part of NewAlliance Bank in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions. This Agreement shall be governed by, and construed in accordance with applicable federal law and with the laws of the State of Connecticut, except that to the extent the provisions apply to WEBPAY they shall be governed by the laws of the state of Ohio without regard to its conflicts of law provisions. Each party using the WEBPAY services or website agrees to the exclusive jurisdiction of the courts of the State of Ohio for issues relating to WEBPAY, and agrees that venue for any action resulting from this Agreement or the use of our services shall be the Cuyahoga, County, Ohio and further waives any jurisdictional, venue or inconvenient forum objections.