NEWALLIANCE BANCSHARES, INC. STOCK OPTION 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, as amended from time to time (the “Plan”).

1.            General .  The options evidenced by this Award Agreement (“Options”)  are non­statutory stock options granted as of the date specified above (the “Award Date”) pursuant to and subject to all of the provisions hereof and of the Plan applicable to Options granted pursuant to Section 6 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.            Grant .  The Company hereby grants to the Participant Options to purchase a total of _____________ shares of Common Stock of the Company, exercisable as provided in the vesting schedule set forth in Section 4 below at $______________ per share (the “Option Price”).  The Options shall terminate on May 29, 2019, unless terminated sooner in accordance with the Plan.

3.            Exercise Procedure .  The following procedures describe the formal requirements for exercising an Option.  Additional information regarding this Award and the procedures for exercising Options will be provided to all participants in the Plan from time to time by the Human Relations Department.  In order to exercise the Options granted hereunder, the Participant must give written notice thereof to the Chief Financial Officer of the Company (or another officer of the Company designated by the Committee), at the Company’s corporate headquarters, specifying the number of shares of Common Stock being purchased.  Such notice must be accompanied by payment of the Option Price for the share or shares being purchased (and any applicable withholding taxes) and this Award Agreement so that appropriate notation can be made thereon to reflect such exercise.  Such payment shall be by: