**Exhibit 4(a)(3)**

**NEWSTAR FINANCIAL, INC.**

**THIRD AMENDMENT TO**

**STOCKHOLDERS AGREEMENT**

THISTHIRD AMENDMENT (this “Amendment”), entered into as of December 12, 2006 to the STOCKHOLDERS AGREEMENT entered into as of June 18, 2004, by and among NEWSTAR FINANCIAL, INC. (f/k/a Novus Capital, Inc.), a Delawarecorporation (the “Corporation”) and the securityholders of the Corporation signatory thereto, as amended by the First Amendment to the Stockholders Agreement, dated August 22, 2005, and the Second Amendment to the StockholdersAgreement, dated June 5, 2006 (collectively, the “Agreement”). Capitalized terms used herein without definition shall have the meanings assigned thereto in the Agreement. 

W I T N E S S E T H: 

WHEREAS, the requisite parties to the Agreement desire to amendthe Agreement in accordance with Section 7.03 thereof. 

NOW THEREFORE, in consideration of the mutual covenants and agreements of theparties hereto, and of the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties for themselves, their heirs, executors,administrators, successors and assigns, do hereby covenant and agree as follows: 

Section 1 Amendment to Section 5.01(a).That certain reference to “twenty percent (20%)” in Section 5.01(a) is hereby amended and replaced with “fourteen percent (14%).” 

Section 2. Miscellaneous. 

(a) Except as specifically amended above, the Agreement is and shallcontinue to be in full force and effect. 

(b) This Amendment may be executed in two or more counterparts, each of which shall serve as anoriginal of the party executing the same, but all of which shall constitute but one and the same agreement. 

(c) All headings set forth inthis Amendment are intended for convenience only and shall not control or affect the meaning, construction or effect of this Amendment or the Agreement or of any of the provisions hereof or thereof. 

(d) This Amendment shall be deemed to be a contract governed by the laws of the State of Delaware andshall for all purposes be construed in accordance with the laws of such state, without reference to the conflicts of laws provisions thereof. 

Section 3. Authorization. This Amendment has been executed by the Company andInvestors holding more than sixty-six and two thirds percent (66  2/3%) of the outstanding Common Stock,Class A Common Stock and Preferred Stock held by the Investors. 

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2 

IN WITNESS WHEREOF, the parties have caused this Third Amendment to Stockholders Agreement to be executedby their duly authorized as of the same day and year first above written. 

 
**NEWSTAR FINANCIAL, INC.**By: /s/ Timothy J. ConwayName: Timothy J ConwayTitle:**CAPITAL Z FINANCIAL SERVICES FUND II, L.P.**By: 
Capital Z Partners, L.P.,

its generalpartner
By: 
Capital Z Partners, Ltd.,

its generalpartner
By: /s/ Craig FisherName: Craig FisherTitle: General Counsel**CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P.**By: 
Capital Z Partners, L.P.,

its generalpartner
By: 
Capital Z Partners, Ltd.,

its generalpartner
By: /s/ Craig FisherName: Craig FisherTitle: General Counsel
**J.P. MORGAN CAPITAL, L.P.**By: J.P. Morgan Capital Management Company, L.P., as General PartnerBy: J.P. Morgan Capital Management Company, L.L.C., as General PartnerBy: 
J.P. Morgan Investment Partners, L.P.,

as SoleMember
By: 
JPNP Capital LLC,

as GeneralPartner
By: /s/ Ana CapellaName: Ana CapellaTitle: Managing Director**J.P. MORGAN CORSAIR II CAPITAL PARTNERS, L.P.**By: Corsair II, L.P., as General PartnerBy: Corsair II, L.L.C.**,** as General PartnerBy: /s/ Thomas Kimball Brooker, Jr.Name: Thomas Kimball Brooker, Jr.Title: CIO
SIGNATURE PAGE TO THIRD AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT 

**OZ MASTER FUND, LTD**By: 
OZ Management, L.L.C.,

its investmentmanager
By: /s/ Joel M. FrankName: Joel M. FrankTitle: Chief Financial Officer**SHAWMUT EQUITY PARTNERS L.P.**By: 
Shawmut Capital Partners, LLC,

its GeneralPartner
By: /s/ Daniel K. DoyleName: Daniel K. DoyleTitle: Managing Director**THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY**By: /s/ David A. BarrasName: David A. BarrasTitle: Its Authorized Representative
SIGNATURE PAGE TO THIRD AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT 

/s/ J. Daniel AdkinsonJ. Daniel Adkinson/s/ John BrayJohn Bray/s/ R. Phillip BurnamanR. Phillip Burnaman/s/ Thomas CalhounThomas Calhoun/s/ Robert ClemmensRobert Clemmens/s/ Timothy ConwayTimothy Conway/s/ Mark CordesMark Cordes/s/ David DobiesDavid Dobies/s/ John FrishkopfJohn Frishkopf/s/ James KorinekJames Korinek
SIGNATURE PAGE TO THIRD AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT 

/s/ William MallonWilliam Mallon/s/ Pat McAuliffePat McAuliffe/s/ Greg PachusGreg Pachus/s/ R. Scott PoirierR. Scott Poirier/s/ David RobertsDavid Roberts/s/ Peter Schmidt FellnerPeter Schmidt Fellner/s/ Timothy ShoyerTimothy Shoyer/s/ Bharath ShrikrishnanBharath Shrikrishnan
SIGNATURE PAGE TO THIRD AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT