**Exhibit 4(a)4**

**NEWSTAR FINANCIAL, INC.**

**FOURTH AMENDMENT TO**

**STOCKHOLDERS AGREEMENT**

THISFOURTH AMENDMENT (this “Amendment”), entered into as of March 26, 2007 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, the Second Amendment to the StockholdersAgreement, dated June 5, 2006 and the Third Amendment to the Stockholders Agreement, dated December 12, 2006 (collectively, the “Agreement”). Capitalized terms used herein without definition shall have the meaningsassigned thereto in the Agreement. 

WITNESSETH: 

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

NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto, and of the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, thereceipt 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(e). Section 5.01(e) is hereby deleted and replaced in its entirety by the following:

“(e) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the RequestingStockholders that, in its view, the number of Company Securities that the Registering Stockholders and the Company propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on suchoffering, including the price at which such shares can be sold (the ***“Demand Maximum Offering Size***”), the Company shall include in such registration, in the priority listed below, up to the Demand Maximum Offering Size:

(i) first, all Registrable Securities requested to be registered by the Registering Stockholders (allocated, if necessary for the offeringnot to exceed the Demand Maximum Offering Size, pro rata among such entities on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and 

(ii) second, all Registrable Securities proposed to be registered by the Company.” 

Section 2. Miscellaneous. 

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

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

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

(d) This Amendment shall be deemed to be a contractgoverned by the laws of the State of Delaware and shall 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 and Investors holding more than sixty-six and two thirds percent(66 2/3%) of the outstanding Common Stock held by the Investors. 

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2 

IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to Stockholders Agreement to beexecuted as of the same day and year first above written. 

 
**NEWSTAR FINANCIAL, INC.**By: /s/ Timothy J. Conway Name:  Timothy J. Conway Title: NewStar Financial Chief Executive Officer**CAPITAL Z. FINANCIAL SERVICES** **FUND II, L.P.**By: 
Capital Z Partners, L.P., its general

partner
By: 
Capital Z Partners, Ltd., its general

partner
By: /s/ Craig Fisher Name:  
Craig Fisher
 Title: 
General Counsel
**CAPITAL Z FINANCIAL SERVICES PRIVATE** **FUND II, L.P.**By: 
Capital Z Partners, L.P., its general

partner
By: 
Capital Z Partners, Ltd., its general

partner
By: /s/ Craig Fisher Name:  
Craig Fisher
 Title: 
General Counsel

 

SIGNATURE PAGE TO FOURTH AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT 

**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: CORSAIR PTJB, as General PartnerBy: CORSAIR CAPITAL LLC, as ManagerBy: /s/ D.T. Ignacio Jayanti Name:  D.T. Ignacio Jayanti Title: President**OZ MASTER FUND, LTD.**By: 
OZ Management, L.L.C., its

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

GeneralPartner
By: /s/ Daniel K. Doyle Name:  Daniel K. Doyle Title: Managing Director**THE NORTHWESTERN MUTUAL** **LIFE INSURANCE COMPANY**By: /s/ Daniel A. Barras Name:  Daniel A. Barras Title: Its Authorized Representative
 

SIGNATURE PAGE TO FOURTH 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/s/ William MallonWilliam Mallon/s/ Pat McAuliffePat McAuliffe/s/ Greg PachusGreg Pachus/s/ R. Scott PoirierR. Scott Poirier
 

SIGNATURE PAGE TO FOURTH AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT 

/s/ David Roberts
David Roberts
/s/ Peter Schmidt Fellner
Peter Schmidt Fellner
/s/ Timothy Shoyer
Timothy Shoyer
/s/ Bharath Shrikrishnan
Bharath Shrikrishnan

 

SIGNATURE PAGE TO FOURTH AMENDMENT TO NEWSTAR STOCKHOLDERS AGREEMENT