Edgar Filing: BRATHWAITE GAIL E D

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BRATHWAITE GAIL E D

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

(Last)

(First)

(Middle)

C/O NEWALLIANCE BANK, 195 CHURCH STREET

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

(Street)

NEW HAVEN, CT 06510

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options

$ 14.39

12/30/2005

06/17/2015

Common Stock

720,000

Stock Options ⁽³⁾

$ 12.94

05/31/2010

05/29/2019

Common Stock

27,714

Stock Options ⁽⁴⁾

$ 11.77

05/31/2011

05/28/2020

Common Stock

30,018

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BRATHWAITE GAIL E D C/O NEWALLIANCE BANK 195 CHURCH STREET NEW HAVEN, CT 06510			Exec. V.P. & COO

Signatures

/s/ John J. Kiernan, Jr. by POA for Gail E. D. Brathwaite		12/22/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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