Shares

(subject to increase up to                      shares

in the event of an oversubscription)

NEWALLIANCE BANCSHARES, INC.

(a Delaware corporation)

Common Stock

(par value $.01 per share)

AGENCY AGREEMENT

                    , 2003

RYAN BECK & CO.

220 South Orange Avenue

Livingston, New Jersey 07039

Ladies and Gentlemen:

NewAlliance Bancshares, Inc., a Delaware corporation (the Company), and New Haven Savings Bank, a Connecticut chartered mutual savings bank (the Bank), hereby confirm their agreement with Ryan Beck & Co. (Ryan Beck or the Agent) with respect to the offer and sale by the Company of                      shares (subject to increase up to                      shares in the event of an oversubscription) of the Companys Common Stock, par value $.01 per share (the Common Stock). The shares of Common Stock to be sold by the Company are hereinafter called the Securities. In addition, as described herein, the Company expects to contribute 3,000,000 shares of Common Stock to the NewAlliance Foundation (the Foundation), such shares hereinafter being referred to as the Foundation Shares.

The Securities are being offered for sale and the Foundation Shares are being contributed in accordance with the plan of conversion (the Plan) adopted by the Board of Directors of the Bank on July 15, 2003 and amended on                     , 2003, pursuant to which the Bank intends to convert from a Connecticut chartered mutual savings bank to a Connecticut chartered stock savings bank and issue all of its stock to the Company. Pursuant to the Plan, the Company is offering to certain of the Banks depositors, the Banks Employee Stock Ownership Plan (the ESOP) and 401(k) Plan, the Companys and the Banks directors, officers and employees who does not have a higher priority right, and each corporator of the Bank who is not an eligible account holder or a supplemental eligible account holder rights to subscribe for the Securities in a subscription offering (the Subscription Offering). To the extent Securities are not subscribed for in the Subscription Offering, such Securities may be offered to certain members of the general public, with preference given to certain natural persons residing in the Connecticut counties of New Haven, Hartford, Tolland, Windham and Middlesex, in a direct community offering (the Community Offering and together with the Subscription Offering, as each may be extended or reopened from time to time, the Subscription and Community Offering) to be commenced concurrently with, during or promptly after the Subscription Offering. It is currently anticipated by the Bank and the Company that any Securities not subscribed for in the Subscription and Community

Offering will be offered, subject to Section 2 hereof, in a syndicated community offering (the Syndicated Community Offering). The Subscription and Community Offering and the Syndicated Community Offering are hereinafter referred to collectively as the Offerings, and the conversion of the Bank from mutual to stock form, the acquisition of the capital stock of the Bank by the Company and the Offerings are hereinafter referred to collectively as the Conversion. The Securities may be offered to the general public in a public offering (the Public Offering) in lieu of or subsequent to the Syndicated Community Offering. If there is a Public Offering, the Public Offering will be governed by a separate definitive purchase agreement as described in Section 2 hereof. It is acknowledged that the number of Securities to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). If the number of Securities is increased or decreased in accordance with the Plan, the term Securities shall mean such greater or lesser number, where applicable.

Simultaneous with the consummation of the Conversion and the Offerings, the Company will acquire Connecticut Bancshares, Inc. (Connecticut Bancshares) pursuant to the terms of an Agreement and Plan of Merger dated as of July 15, 2003 (the Connecticut Bancshares Merger Agreement). Connecticut Bancshares is the holding company of the Savings Bank of Manchester, a Connecticut chartered savings bank headquartered in Manchester, Connecticut (SBM). Connecticut Bancshares will merge with and into NewAlliance Bancorp and SBM will merge with and into the Bank pursuant to the Connecticut Bancshares Merger Agreement (collectively, the Connecticut Bancshares Merger). The Connecticut Bancshares Merger will be accomplished in accordance with the laws of the State of Delaware, the State of Connecticut and the United States and applicable regulations of the State of Connecticut, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System (such laws and the regulations collectively, the Connecticut Bancshares Merger Regulations). Ryan Beck is serving as financial advisor to NewAlliance and the Bank in connection with the Connecticut Bancshares Merger. Pursuant to the terms of the Connecticut Bancshares Merger Agreement, upon consummation of the Connecticut Bancshares Merger, each outstanding share of common stock, par value one cent ($.01) per share, of Connecticut Bancshares (Connecticut Bancshares Common Stock), will convert into the right to receive the Connecticut Bancshares Merger consideration of $52.00 per share of the Connecticut Bancshares Common Stock in the form of cash. Each holder of an outstanding option to purchase the Connecticut Bancshares Common Stock may elect to receive the difference between the applicable exercise price of the option and the $52.00 Connecticut Bancshares Merger consideration in the form of cash. The Connecticut Bancshares Merger is expected to close simultaneously with consummation of the Conversion. The Connecticut Bancshares Merger is conditioned upon the completion of the Conversion and the Offerings. If the closing of the Connecticut Bancshares Merger is delayed beyond March 31, 2004, the acquisition price will be increased by the amount that Connecticut Bancshares net income exceeds dividends paid after that date. If the Conversion is not completed by October 15, 2004, New Haven Savings Bank may be required to pay a $30.0 million cash payment to Connecticut Bancshares.

Simultaneous with the consummation of the Conversion, the Offerings and the Connecticut Bancshares Merger, the Company will acquire Alliance Bancorp of New England, Inc. (Alliance) pursuant to the terms of an Agreement and Plan of Merger dated as of July 15, 2003 (the Alliance Merger Agreement). Alliance is the holding company of Tolland Bank, a Connecticut chartered savings bank headquartered in Tolland, Connecticut (Tolland). Alliance will merge with and into NewAlliance Bancshares and Tolland will merge with and into the Bank pursuant to the Alliance Merger Agreement (the Alliance Merger). The Alliance Merger will be accomplished in accordance with the laws of the State of Delaware, the State of Connecticut and the United States and applicable regulations of the State of Connecticut, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System (such laws and the regulations collectively, the Alliance Merger Regulations and together with the Connecticut Bancshares Merger Regulations and the Offering Regulations, the Conversion Regulations). Ryan Beck is serving as financial advisor to NewAlliance and the Bank in

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connection with the Alliance Merger. Pursuant to the terms of the Alliance Merger Agreement, upon consummation of the Alliance Merger, each outstanding share of common stock, par value one cent ($.01) per share, of Alliance (Alliance Common Stock), will convert into the right to receive the Alliance Merger consideration, at the election of the holder, $25.00 in NewAlliance Bancshares stock, or 2.5 shares of NewAlliance Bancshares stock based on the expected $10.00 conversion offering price per share. Alternatively, Alliance shareholders may elect to receive $25.00 in cash, provided cash payments in total do not exceed 25% of the aggregate Alliance acquisition consideration. The Alliance Merger is not conditioned upon the completion of the Conversion and Offerings. Both the number of shares of NewAlliance Bancshares common stock and cash amount are subject to increase by the cash or stock equivalent of $.01 per day if the closing of the Alliance Merger is delayed beyond March 31, 2004. In addition, if, as of August 16, 2004, it is determined that New Haven Savings Bank is unable or unwilling to complete the Conversion by December 31, 2004, Alliance will have a one-time option to elect to cause the acquisition consideration to be all cash in the amount of $30.00 for each share of Alliance Common Stock rather than a combination of cash and NewAlliance Bancshares common stock. In addition, if the Alliance Merger is not completed by December 31, 2004, New Haven Savings Bank may be required to pay a $3.0 million cash payment to Alliance. The Conversion is not dependent upon the Alliance Merger, and it is expected that the Conversion will be completed regardless of the status of Alliance Merger.

The Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1 (No. 333109266), including a related prospectus, for the registration of the Securities and the Foundation Shares under the Securities Act of 1933, as amended (the Securities Act), has filed such amendments thereto, if any, and such amended prospectuses as may have been required to the date hereof by the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission under the Securities Act, as from time to time amended or supplemented pursuant to the Securities Act or otherwise (the Securities Act Regulations)), are hereinafter referred to as the Registration Statement and the Prospectus, respectively, except that if any revised prospectus shall be used by the Company in connection with the Subscription and Community Offering or the Syndicated Community Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Securities Act Regulations), the term Prospectus shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use.

The Company has also filed with the Commission a registration statement on Form S-4 (File No. 333-109569) (the S-4 Registration Statement) containing a proxy statement to be used to solicit proxies of the Alliance Bancorp stockholders with respect to the approval of the Alliance Merger. The Company has filed such amendments to the S-4 Registration Statement and such amended prospectus, on file with the Commission at the time the S-4 Registration Statement becomes effective is hereinafter called the S-4 Prospectus, except that if the S-4 Prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the 1933 Act Regulations differs from the prospectus on file at the time the Registration Statement becomes effective, the term S-4 Prospectus shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing.

The S-1 Registration Statement and the S-4 Registration Statement are collectively referred to herein as the Registration Statement. The S-1 Prospectus and the S-4 Prospectus are collectively referred to herein as the Prospectus.

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Concurrently with the execution of this Agreement, the Company is delivering to the Agent copies of the Prospectus to be used in the Subscription and Community Offering. The Prospectus contains information with respect to the Bank, the Company and the Common Stock.

SECTION 1. REPRESENTATIONS AND WARRANTIES.

(a) The Company and the Bank jointly and severally represent and warrant to the Agent as of the date hereof as follows:

(i) The Registration Statement has been declared effective by the Commission, no stop order has been issued with respect thereto and no proceedings therefore have been initiated or, to the knowledge of the Company and the Bank, threatened by the Commission. At the time the Registration Statement became effective and at the Closing Time referred to in Section 2 hereof, the Registration Statement complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations, any preliminary or final Prospectus, any Blue Sky application, or any sales literature, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the date hereof does not, and at the Closing Time referred to in Section 2 hereof will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information with respect to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement or Prospectus (the Agent Information, which the Company and the Bank acknowledge appears only in the second paragraph of the section captioned The Conversion and The Offering Plan of Distribution and Marketing Arrangements of the Prospectus).

(ii) The Company has filed with the Board of Governors of the Federal Reserve System (the FRB) the Companys application for approval of its acquisition of the Bank (the Holding Company Application) on Form FR Y-3 promulgated under the Bank Holding Company Act of 1956, as amended (the BHCA), and the regulations promulgated thereunder. The Company has received written notice from the FRB of its approval of the acquisition of the Bank, such approval remains in full force and effect and no order has been issued by the FRB suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the Company or the Bank, threatened by the FRB. At the date of such approval and at the Closing Time referred to in Section 2, the Holding Company Application complied and will comply in all material respects with the applicable provisions of the BHCA and the regulations promulgated thereunder.

(iii) Pursuant to Section 36a-136 of the Connecticut General Statutes and the regulations promulgated thereunder and the rules and regulations of the Federal Deposit Insurance Corporation (the FDIC) governing the conversion of Connecticut chartered mutual savings banks to Connecticut chartered savings banks (collectively, the Offering Regulations), the Bank has filed an application for conversion (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the Connecticut Application) with the Connecticut Department of Banking and Insurance (the Department), a Notice of Conversion, including the Connecticut Application, with the FDIC and such amendments thereto and supplementary materials as may have been required to the date hereof, including copies of the Banks Information Statement for Special Meeting of its

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Corporators, dated             , 2003, relating to the Conversion (the Corporator Statement) and the Prospectus (such Notice of Conversion, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the FDIC Notice). The Department has, by order dated             , 2003, approved the Connecticut Application, such approval remains in full force and effect and no order has been issued by the Department suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the Company or the Bank, threatened by the Department. The FDIC has, by letter dated             , 2003, issued a notice of its intention not to object to the Conversion, and such non-objection remains in full force and effect and no order has been issued by the FDIC suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the Company or the Bank, threatened by the FDIC. In addition, on July 21, 2003, the Bank filed an application with the FDIC requesting the FDIC to waive its requirement for a depositor vote on the Conversion. The FDIC granted a waiver of the depositor vote requirement on November 14, 2003. At the date of such approval by the Department and the issuance of such letter of non-objection by the FDIC, and at the Closing Time referred to in Section 2, the Connecticut Application and the FDIC Notice each complied and will comply in all material respects with the applicable provisions of the Conversion Regulations.

(iv) At the time of their use, the Prospectus and any other proxy solicitation materials will comply in all material respects with the applicable provisions of the Conversion Regulations and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company and the Bank has filed the Prospectus and sales literature with the Commission, the Department and the FDIC. The Prospectus and all supplemental sales literature, as of the date the Registration Statement became effective and at the Closing Time referred to in Section 2, complied and will comply in all material respects with the applicable requirements of the Conversion Regulations and, at or prior to the time of their first use, will have received all required authorizations of the Department and the FDIC for use in final form.

(v) None of the Commission, the Department, the FDIC, the FRB or any Blue Sky authority has, by order or otherwise, prevented or suspended the use of the Corporator Statement, Prospectus or any supplemental sales literature authorized by the Company or the Bank for use in connection with the Offerings, and no action by or before any such governmental entity to prevent or suspend the use of the Corporator Statement, Prospectus or any supplemental sales literature is, to the best knowledge of the Company and the Bank, pending or threatened.

(vi) At the Closing Time referred to in Section 2, (i) the Company and the Bank will have completed the conditions precedent to the Conversion and the Offerings and the establishment of the Foundation in accordance with the Plan, the Conversion Regulations and all other applicable laws, regulations, decisions and orders, including all material terms, conditions, requirements and provisions precedent to the Conversion imposed upon the Company or the Bank by the FRB, the Department, the FDIC or any other regulatory authority or Blue Sky authority, other than those which the regulatory authority permits to be completed after the Conversion; (ii) the Conversion and the Offerings and the establishment of the Foundation will have been effected in the manner described in the Prospectus and in accordance with the Plan, the Conversion Regulations and all other applicable material laws, regulations, decisions and orders, including in compliance with all terms, conditions, requirements and provisions precedent to the Conversion and Offering imposed upon the Company and the Bank by the FRB, the Department, the FDIC or any other regulatory or Blue Sky authority or any other regulatory authority; (iii) the Company, the Bank, Connecticut Bancshares and SBM will have completed the conditions precedent to the

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Connecticut Bancshares Merger in accordance with the Connecticut Bancshares Merger Agreement, and all applicable laws, regulations, decisions and orders, including all material terms, conditions, requirements and provisions precedent to the Connecticut Bancshares Merger imposed upon the parties thereto by any regulatory authority, other than those which the regulatory authority permits to be completed after the effective time of the Connecticut Bancshares Merger (Connecticut Bancshares Effective Time); and (iv) the Company, the Bank, Alliance and Tolland will have completed the conditions precedent to the Alliance Merger in accordance with the Alliance Merger Agreement, and all applicable laws, regulations, decisions and orders, including all material terms, conditions, requirements and provisions precedent to the Alliance Merger imposed upon the parties thereto by any regulatory authority, other than those which the regulatory authority permits to be completed after the effective time of the Alliance Merger (Alliance Effective Time).

(vii) RP Financial, LC. (RP Financial), which prepared the valuation of the Bank as part of the Conversion, has advised the Company and the Bank in writing that it satisfies all requirements for an appraiser set forth in the Conversion Regulations and any interpretations or guidelines issued by the Department and the FDIC with respect thereto.

(viii) PriceWaterhouseCoopers LLP, the firm which certified the consolidated financial statements and supporting schedules of the Bank included in the Registration Statement, have advised the Company and the Bank in writing that they are independent public accountants within the meaning of the Code of Ethics of the American Institute of Certified Public Accountants (the AICPA), and such accountants are, with respect to the Company, the Bank and each of the Subsidiaries (as hereinafter defined), independent certified public accountants as required by the Securities Act and the Securities Act Regulations and such accountants are not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act). Deloitte & Touche, LLP, the firm which certified the consolidated financial statements and supporting schedules of Connecticut Bancshares included in the Registration Statement, have advised the Company and the Bank in writing that they are independent public accountants within the meaning of the Code of Ethics of the AICPA, and such accountants are, with respect to Connecticut Bancshares and SBM, independent certified public accountants as required by the Securities Act and the Securities Act Regulations and such accountants are not in violation of the auditor independence requirements of the Sarbanes-Oxley Act. KPMG LLP, the firm which certified the consolidated financial statements and supporting schedules of Alliance Bancorp of New England, Inc. included in the Registration Statement have advised the Company and the Bank in writing that they are independent public accountants within the meaning of the Code of Ethics of the AICPA, and such accountants are, with respect to Alliance and Tolland, independent certified public accountants as required by the Securities Act and the Securities Act Regulations and such accountants are not in violation of the auditor independence requirements of the Sarbanes-Oxley Act.

(ix) The only direct and indirect subsidiaries of the Bank are Fairbank Corporation, NHSB Community Development Corporation, The Loan Source, Inc., NHSB Servicing Company and NHSB Financial Services, Inc. (collectively, the Subsidiaries and, individually, each a Subsidiary). Except for the Subsidiaries, the Bank does not, directly or indirectly, control any other corporation, limited liability company, partnership, joint venture, association, trust or other business organization. Upon completion of the Conversion, the only direct subsidiary of the Company will be the Bank.

(x) The consolidated financial statements and the related schedules and notes thereto included in the Registration Statement and the Prospectus present fairly the financial condition,

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results of operations, changes in retained earnings, equity and cash flows of each of (i) the Company, the Bank and the Subsidiaries, (ii) Connecticut Bancshares, SBM and their subsidiaries and (iii) Alliance, Tolland and their Subsidiaries at the dates indicated and the results of operations, retained earnings, equity and cash flows for the periods specified, and comply as to form in all material respects with the applicable accounting requirements of the Securities Act Regulations and the Conversion Regulations; except as otherwise stated in the Registration Statement, said financial statements have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis; and the supporting schedules and tables included in the Registration Statement present fairly the information required to be stated therein. The other financial, statistical and pro forma information and related notes included in the Prospectus present fairly the information shown therein on a basis consistent with the audited and unaudited financial statements included in the Prospectus, and as to the pro forma adjustments, the adjustments made therein have been consistently applied on the basis described therein.

(xi) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the financial condition, results of operations, business affairs or prospects of the Company, the Bank, Connecticut Bancshares, SBM, Alliance, Tolland or their respective subsidiaries, whether or not arising in the ordinary course of business, (B) except for transactions specifically referred to or contemplated in the Prospectus, there have been no transactions entered into by the Company, the Bank, Connecticut Bancshares, SBM, Alliance, Tolland or their respective subsidiaries, other than those in the ordinary course of business consistent with past practice, which are material with respect to the Company, the Bank and the Subsidiaries, considered as one enterprise, and (C) the capitalization, liabilities, assets, properties and business of the Company, the Bank, Connecticut Bancshares, SBM, Alliance and Tolland conform in all material respects to the descriptions contained in the Prospectus and none of the Company, the Bank, Connecticut Bancshares, Alliance or Tolland has any material liabilities of any kind, contingent or otherwise, except as disclosed in the Registration Statement or the Prospectus.

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