SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BRATHWAITE GAIL E D

(Last)

(First)

(Middle)

C/O NEWALLIANCE BANK

195 CHURCH STREET

(Street)

NEW HAVEN

06510

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWALLIANCE BANCSHARES INC [ NAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. V.P. & COO

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	12/20/2010		F		48,095	D	$14.6	234,748	D
Common Stock - ESOP								7,916	D
Common Stock								4,202	I	401(k) SERP
Common Stock								7,628	I	ESOP - SERP
Common Stock⁽²⁾	12/20/2010		A		4,983	A	$14.6	4,983	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$14.39							12/30/2005	06/17/2015	Common Stock	720,000		720,000	D
Stock Options⁽³⁾	$12.94							05/31/2010	05/29/2019	Common Stock	27,714		27,714	D
Stock Options⁽⁴⁾	$11.77							05/31/2011	05/28/2020	Common Stock	30,018		30,018	D

Explanation of Responses:

1. Representing shares withheld by the issuer for tax liability purposes with respect to the vesting of and removal of restrictions on shares of Restricted Stock previously issued to the Reporting Person and the issuance of Performance shares.

2. Represents the issuance of Performances shares pursuant to the acceleration of awards previously disclosed in Form 8 - K filings on May 26, 2009 and May 25, 2010.

3. Stock Options granted pursuant to the NewAlliance Bancshares, Inc. Long-term Incentive Plan vest 1/4 on each May 31 of years 2010 - 2013.

4. Stock Options granted pursuant to the NewAlliance Bancshares, Inc. Long-Term Incentive Plan vest 1/4 on each May 31 of years 2011 - 2014.

Remarks:

	/s/ John J. Kiernan, Jr. by POA for Gail E. D. Brathwaite	12/22/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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