Form of Common Stock Certificate of NewAlliance Bancshares, Inc.



 EXHIBIT 4.1 
  


	 COMMON STOCK
	  	 	  	COMMON STOCK
	 PAR VALUE $.01
	  	 	  	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	  	 	  	CUSIP

  
 NEWALLIANCE
BANCSHARES, INC. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
  
 THIS CERTIFIES THAT 
  
 SPECIMEN 
  
 is the owner of: 
  
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE OF 
 NEWALLIANCE
BANCSHARES, INC. 
  
 The shares represented by this certificate are
transferable only on the stock transfer books of the Corporation by the holder of record hereof, or by his or her duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation of the Corporation and any amendments thereto (copies of which are on file with the Transfer Agent), to all of which provisions
the holder by acceptance hereof assents. 
  
 This certificate is
not valid unless countersigned and registered by the Transfer Agent and Registrar. The shares represented by this Certificate are not insured by the Federal Deposit Insurance Corporation or any other government agency. 
  
 IN WITNESS WHEREOF, NewAlliance Bancshares, Inc. has caused this certificate
to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed. 
  

	 Dated:
	  	 	  	 [SEAL]
	  	 
	 	  	 Chairman, President and
 Chief Executive Officer
	  	 	  	 Secretary

	 	  	 	  	 	  	 

  







 NewAlliance Bancshares, Inc. 
  
 The shares represented by this certificate are subject to a limitation contained in the Certificate of Incorporation to the
effect that, upon the effective date of the reorganization of The New Haven Savings Bank (the “Bank”) as a subsidiary of the Corporation and for a period of five years thereafter, no person shall, directly or indirectly, offer to acquire
or acquire the beneficial ownership of more than 10% of the Corporation’s outstanding common stock or securities convertible into or exercisable for common stock of the Corporation which, if converted or exercised, would result in beneficial
ownership of more than 10% of the Corporation’s outstanding common stock (the “10% Limit”). The shares represented by this certificate are also subject to a limitation contained in the Certificate of Incorporation to the effect that,
in no event shall any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who beneficially owns in excess of the 10% Limit in contravention of the provisions of the preceding sentence be
entitled to any vote or be permitted to vote in respect of shares held in excess of the 10% Limit. 
  
 The Board of Directors of the Corporation is authorized by resolution(s), from time to time adopted, to provide for the issuance of preferred stock in
series and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The Corporation will furnish to any shareholder upon request and without charge a full
description of each class of stock and any series thereof. 
  
 The
shares represented by this certificate may not be cumulatively voted on any matter. The affirmative vote of the holders of at least 80% of the voting stock of the Corporation, voting together as a single class, shall be required to approve certain
business combinations and other transactions, pursuant to the Certificate of Incorporation, or to amend certain provisions of the Certificate of Incorporation. 
  

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations: 
  

	TEN COM – as tenants in common	  	UNIF GIFTS MIN ACT-                 custodian
                
	 	  	(Cust)                
(Minor)        
		
	TEN ENT – as tenants by the entireties	  	under Uniform Gifts to Minors Act
		
	 	  	
 (State)                                   
 

	 JT TEN – as joint tenants with right of survivorship and not as tenants in common
	  	 

  
 Additional
abbreviations may also be used though not in the above list. 
  
 For value
received,              hereby sell, assign and transfer unto 
  
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
     IDENTIFICATION NUMBER OF ASSIGNEE 
  

 Please print or typewrite name and address including postal zip code of assignee 
  

                                      
                                        
                                       shares of the
common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
                                        
                                 Attorney to transfer the said stock on the books of
the within-named Corporation with full power of substitution in the premises. 
  

	 DATED
                            
	  	

	 	  	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.

  

	 SIGNATURE GUARANTEED:
	  	
	  	 
	 	  	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15