NEWALLIANCE BANCSHARES, INC. PERFORMANCE SHARE AWARD AGREEMENT

This agreement dated as of May 29, 2009 (the “Award Agreement”) is entered into by and between NewAlliance Bancshares, Inc., a Delaware corporation (the “Company”) and ___________________________ (the “Participant”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the NewAlliance Bancshares, Inc. 2005 Long-Term Compensation Plan (the “Plan”).

1.            General .  The Participant is hereby granted as of May 29, 2009 (the “Award Date”) the opportunity to earn a range of shares of the common stock of the Company, with the amount earned to be based on the Company’s total shareholder return as compared to companies in an index as set forth below.  The target number of shares of the Company’s common stock to be earned if the Company performs at the median of the companies in the index is ______ shares (the “Performance Shares”).  As indicated below, the actual number of shares earned may be higher or lower than the target amount, based on the Company’s total shareholder return.  This grant is made pursuant to and subject to all of the provisions hereof and of the Plan, which provisions are, unless otherwise provided herein, incorporated by reference and made a part hereof to the same extent as if set forth in their entirety herein, and to such other terms necessary or appropriate to the grant hereof having been made. The Participant hereby acknowledges receipt of a copy of the Plan.

2.            Performance Period .  The Performance Period is May 29, 2009 through and including the earlier of (a) May 31, 2012, or (b) the date of completion of any Change in Control.

3.            Settlement of Awards.

(a)           The number of Performance Shares earned shall be calculated based on the following table.  If the Company’s TSR Percentage (as defined in Section 3(b)) equals an amount set forth in column A of the table, then the percentage of Performance Shares earned shall equal the corresponding percentage shown in column B of the table.  If the Company’s TSR Percentage falls between 35% and 85% but does not equal an amount set forth in column A, then the percentage of Performance Shares earned shall be interpolated between the two closest corresponding amounts in column B, with the percentage rounded to four decimal points (for example, if the Company’s TSR Percentage equals 55%, then the percentage of Performance Shares earned will equal ____%).  In each case, the percentage of Performance Shares earned will be multiplied by the number of shares set forth in Section 1 above (subject to adjustment pursuant to Section 3(c) or Section 4 below in the event of a Change in Control, death or Disability prior to May 31, 2012), with the end result rounded to the nearest whole share.

(b)           For purposes of Section 3(a), the Company's TSR Percentage shall be determined based upon the Company’s total shareholder return (defined as share price appreciation from the beginning of the Performance Period to the end of the Performance Period, plus the total dividends paid on the common stock during the Performance Period) as reported on the SNL Thrift Index (as published by SNL Financial)  (or, in the event such Index shall be discontinued, a comparable index as determined in the discretion of the Company’s Compensation Committee) versus the  total shareholder return for all companies included in the SNL Thrift Index at both the beginning and the end of the Performance Period.  The Company’s TSR Percentage will be calculated by listing the thrifts in the Index that at the end of the Performance Period were also in the Index at the beginning of the Performance Period in ascending order of total shareholder return; (2) determine the Company's rank in such list, counting up from the bottom, and designate such rank as "x"; (3) divide "x" by the tot