Exhibit 10.12
                              AMENDED AND RESTATED
                  ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION
                           CHANGE IN CONTROL AGREEMENT


         This AGREEMENT  originally entered into on May 10, 2004, and amended on
January 17,  2006,  is hereby  amended and restated in its  entirety,  effective
February 12, 2007 (the  "Agreement")  by and between Enfield Federal Savings and
Loan  Association  (the   "Association"),   a  federally   chartered   financial
institution,  with  its  principal  offices  at  855  Enfield  Street,  Enfield,
Connecticut 06083, Scott Nogles  ("Executive") and New England Bancshares,  Inc.
(the  "Company"),  a  Maryland  corporation  and  the  holding  company  of  the
Association, as guarantor.

         WHEREAS, the Association  recognizes the importance of Executive to the
Association's operations and wishes to protect his position with the Association
in the event of a change in control of the  Association  or the  Company for the
period provided for in this Agreement; and

         WHEREAS, Executive and the Board of Directors of the Association desire
to enter into an agreement  setting  forth the terms and  conditions of payments
due to Executive in the event of a change in control and the related  rights and
obligations of each of the parties.

         NOW,  THEREFORE,  in consideration of the promises and mutual covenants
herein contained, it is hereby agreed as follows:

1.       Term of Agreement.

         (a)  The  term  of  this  Agreement  shall  be (i)  the  initial  term,
consisting of the period  commencing on February 12, 2007 (the "Effective Date")
and ending on the second  anniversary of the Effective  Date,  plus (ii) any and
all extensions of the initial term made pursuant to this Section 1.

         (b)  Commencing  on the first  anniversary  of the  Effective  Date and
continuing  each  anniversary  date  thereafter,  the Board of  Directors of the
Association (the "Board of Directors") may extend the term of this Agreement for
an additional  one (1) year period beyond the then  effective  expiration  date,
provided that  Executive  shall not have given at least sixty (60) days' written
notice of his desire that the term not be extended.

         (c)  Notwithstanding  anything in this  Section to the  contrary,  this
Agreement shall terminate if Executive or the Association terminates Executive's
employment prior to a Change in Control.

2.       Change in Control.

         (a) Upon the  occurrence of a Change in Control of the  Association  or
the  Company  followed  at any time  during  the term of this  Agreement  by the
termination  of  Executive's

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employment in accordance with the terms of this  Agreement,  other than for Just
Cause, as defined in Section 2(c) of this Agreement, the provisions of Section 3
of this  Agreement  shall  apply.  Upon the  occurrence  of a Change in Control,
Executive shall have the right to elect to voluntarily  terminate his employment
at any time during the term of this  Agreement  following an event  constituting
"Good Reason."

         "Good Reason" means, unless Executive has consented in writing thereto,
the occurrence following a Change in Control, of any of the following:

                  (i)      the assignment to Executive of any duties  materially
                           inconsistent with Executive's position, including any
                           material change in status, title,  authority,  duties
                           or  responsibilities or any other action that results
                           in a  material  diminution  in  such  status,  title,
                           authority, duties or responsibilities,  excluding for
                           this   purpose   an   isolated,   insubstantial   and
                           inadvertent action not taken in bad faith and that is
                           remedied by the  Association or Executive's  employer
                           reasonably  promptly  after receipt of notice thereof
                           given by the Executive;

                  (ii)     a  reduction  by  the   Association   or  Executive's
                           employer  of the  Executive's  base  salary in effect
                           immediately prior to the Change in Control;

                  (iii)    the  relocation  of  the  Executive's   office  to  a
                           location more than fifty (50) miles from its location
                           as of the date of this Agreement;

                  (iv)     the taking of any action by the Association or any of
                           its  affiliates or successors  that would  materially
                           adversely affect the Executive's overall compensation
                           and  benefits  package,  unless  such  changes to the
                           compensation  and  benefits  package  are  made  on a
                           non-discriminatory basis to all employees; or

                  (v)      the failure of the  Association  or the  affiliate of
                           the  Association by which  Executive is employed,  or
                           any affiliate  that  directly or  indirectly  owns or
                           controls  any   affiliate   by  which   Executive  is
                           employed,  to obtain the assumption in writing of the
                           Association's obligation to perform this Agreement by
                           any  successor  to  all or  substantially  all of the
                           assets of the  Association or such  affiliate  within
                           thirty  (30)  days  after a  reorganization,  merger,
                           consolidation, sale or other disposition of assets of
                           the Association or such affiliate.

         (b) For  purposes of this  Agreement,  a "Change in  Control"  shall be
deemed to occur on the earliest of:

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                  (i)      Merger: The Company or the Association merges into or
                           ------
                           consolidates  with  another  corporation,  or  merges
                           another   corporation   into  the   Company   or  the
                           Association,  and as a result less than a majority of
                           the   combined   voting   power   of  the   resulting
                           corporation   immediately   after   the   merger   or
                           consolidation   is   held   by   persons   who   were
                           stockholders  of the Company  immediately  before the
                           merger or consolidation.

                  (ii)     Acquisition of Significant Share Ownership:  There is
                           ------------------------------------------
                           filed or  required  to be filed a report on  Schedule
                           13D or another form or schedule  (other than Schedule
                           13G) required  under  Sections  13(d) or 14(d) of the
                           Securities  Exchange  Act of  1934,  if the  schedule
                           discloses that the filing person or persons acting in
                           concert  has or have become the  beneficial  owner of
                           25%  or  more  of a  class  of the  Company's  voting
                           securities,  but this  clause (ii) shall not apply to
                           beneficial ownership of Company voting shares held in
                           a  fiduciary  capacity  by an  entity  of  which  the
                           Company directly or indirectly  beneficially owns 50%
                           or more of its outstanding voting securities.

                  (iii)    Change in Board Composition: During any period of two
                           ---------------------------
                           consecutive  years,  individuals  who  constitute the
                           Association's  or the Company's Board of Directors at
                           the  beginning of the  two-year  period cease for any
                           reason  to  constitute  at  least a  majority  of the
                           Company's or the  Association's  Board of  Directors;
                           provided,  however,  that for purposes of this clause
                           (iii),  each  director  who is first  elected  by the
                           board (or first  nominated  by the board for election
                           by the stockholders) by a vote of at least two-thirds
                           (2/3)  of the  directors  who were  directors  at the
                           beginning of the  two-year  period shall be deemed to
                           have also been a director  at the  beginning  of such
                           period; or

                  (iv)     Sale of Assets:  The Company or the Association sells
                           --------------
                           to a  third  party  all or  substantially  all of its
                           assets.

         (c) Executive shall not have the right to receive termination  benefits
pursuant to Section 3 hereof  upon  termination  for Just Cause.  The term "Just
Cause"  shall mean  termination  because  of  Executive's  personal  dishonesty,
incompetence,  willful  misconduct,  any  breach  of  fiduciary  duty  involving
personal profit, intentional failure to perform stated duties, willful violation
of  any  law,  rule,  regulation  (other  than  traffic  violations  or  similar
offenses), final cease and desist order, or any material breach of any provision
of this Agreement.  Notwithstanding the foregoing, Executive shall not be deemed
to have been  terminated  for Just Cause  unless and until there shall have been
delivered to him a copy of a resolution duly adopted by the affirmative  vote of
a majority of the entire  membership  of the Board of  Directors at a meeting of
the Board of Directors called and held for that purpose (after reasonable notice
to Executive and an  opportunity  for him,  together  with counsel,  to be heard
before the Board of  Directors),  finding that in the good faith  opinion of the
Board of Directors,  Executive was guilty of conduct justifying  termination for
Just Cause and specifying the particulars thereof in detail. Executive shall not
have the right to receive  compensation  or other  benefits for any period after
termination

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for Just  Cause.  During  the  period  beginning  on the date of the  Notice  of
Termination  for Just Cause  pursuant  to Section 4 hereof  through  the Date of
Termination,  stock  options  granted to  Executive  under any stock option plan
shall  not be  exercisable  nor shall  any  unvested  stock  awards  granted  to
Executive  under any stock benefit plan of the  Association,  the Company or any
subsidiary or affiliate  thereof,  vest. At the Date of Termination,  such stock
options and any such unvested  stock awards shall become null and void and shall
not be exercisable  by or delivered to Executive at any time  subsequent to such
termination for Just Cause.

3.       Termination Benefits.

         (a) If  Executive's  employment  is  voluntarily  (in  accordance  with
Section 2(a) of this Agreement) or involuntarily terminated within two (2) years
of a Change in Control, Executive shall receive:

         (i)      a lump sum cash  payment  equal to 2.99 times the  Executive's
                  "base amount," within the meaning of Section 280G(b)(3) of the
                  Internal  Revenue Code of 1986, as amended (the "Code").  Such
                  payment  shall be made not later than five (5) days  following
                  Executive's termination of employment under this Section 3.

         (ii)     Continued  benefit  coverage under all Association  health and
                  welfare plans which  Executive  participated in as of the date
                  of the Change in Control (collectively,  the "Employee Benefit
                  Plans")  for a period of  twenty-four  (24)  months  following
                  Executive's termination of employment.  Said coverage shall be
                  provided  under the same terms and conditions in effect on the
                  date of  Executive's  termination  of  employment.  Solely for
                  purposes of benefits  continuation  under the Employee Benefit
                  Plans,  Executive shall be deemed to be an active employee. To
                  the extent that  benefits  required  under this  Section  3(a)
                  cannot be  provided  under the terms of any  Employee  Benefit
                  Plan,   the   Association   shall   enter   into   alternative
                  arrangements  that  will  provide  Executive  with  comparable
                  benefits.

         (b) Notwithstanding  the preceding  provisions of this Section 3, in no
event  shall the  aggregate  payments  or  benefits  to be made or  afforded  to
Executive  under said  paragraphs  (the  "Termination  Benefits")  constitute an
"excess  parachute  payment"  under  Section  280G of the Code or any  successor
thereto,  and to avoid such a result,  Termination  Benefits will be reduced, if
necessary, to an amount (the "Non-Triggering Amount"), the value of which is one
dollar  ($1.00) less than an amount equal to three (3) times  Executive's  "base
amount," as determined in accordance  with said Section 280G.  The allocation of
the reduction  required hereby among the Termination  Benefits  provided by this
Section 3 shall be determined by Executive.

4.       Notice of Termination.

         (a) Any purported  termination by the Association or by Executive shall
be communicated by Notice of Termination to the other party hereto. For purposes
of this

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Agreement,  a "Notice of  Termination"  shall mean a written  notice which shall
indicate the specific  termination  provision in this Agreement  relied upon and
shall set forth in detail the facts and circumstances claimed to provide a basis
for termination of Executive's employment under the provision so indicated.

         (b) "Date of  Termination"  shall mean the date specified in the Notice
of Termination (which, in the case of a termination for Just Cause, shall not be
less than thirty (30) days from the date such Notice of Termination is given).

5.       Source of Payments.

         All payments provided in this Agreement shall be timely paid in cash or
check  from  the  general  funds  of  the  Association.  The  Company,  however,
unconditionally guarantees payment and provision of all amounts and benefits due
hereunder  to  Executive  and,  if  such  amounts  and  benefits  due  from  the
Association are not timely paid or provided by the Association, such amounts and
benefits shall be paid or provided by the Company.

6.       Effect on Prior Agreements and Existing Benefit Plans.

         This Agreement  contains the entire  understanding  between the parties
hereto and supersedes any prior agreement between the Association and Executive,
except that this Agreement  shall not affect or operate to reduce any benefit or
compensation inuring to Executive of a kind elsewhere provided.  No provision of
this  Agreement  shall be  interpreted  to mean that  Executive  is  subject  to
receiving fewer benefits than those  available to him without  reference to this
Agreement.  Nothing in this  Agreement  shall confer upon Executive the right to
continue in the employ of the Association or shall impose on the Association any
obligation to employ or retain Executive in its employ for any period.

7.       No Attachment.

         (a) Except as required by law, no right to receive  payments under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge,  or  hypothecation  or to execution,
attachment,  levy or similar  process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null, void
and of no effect.

         (b) This Agreement  shall be binding upon, and inure to the benefit of,
Executive, the Association and their respective successors and assigns.

8.       Modification and Waiver.

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except

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by written instrument of the party charged with such waiver or estoppel. No such
written waiver shall be deemed a continuing  waiver unless  specifically  stated
therein,  and each such waiver shall  operate  only as to the  specific  term or
condition waived and shall not constitute a waiver of such term or condition for
the future or as to any act other than that specifically waived.

9.       Severability.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

10.      Headings for Reference Only.

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.  In addition,  references herein to the
masculine shall apply to both the masculine and the feminine.

11.      Governing Law.

         Except  to  the  extent   preempted  by  federal  law,  the   validity,
interpretation, performance, and enforcement of this Agreement shall be governed
by the  laws of the  State of  Connecticut,  without  regard  to  principles  of
conflicts of law of that State.

12.      Arbitration.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three  arbitrators  sitting in a location  selected by Executive within fifty
(50) miles from the location of the Association, in accordance with the rules of
the American Arbitration  Association then in effect. Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination  during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

13.      Payment of Legal Fees.

         All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Association,  only if Executive is successful pursuant to a
legal judgment, arbitration or settlement.

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14.      Indemnification.

         The Company or the Association shall provide  Executive  (including his
heirs,  executors and administrators)  with coverage under a standard directors'
and  officers'  liability  insurance  policy at its expense and shall  indemnify
Executive (and his heirs,  executors and  administrators)  to the fullest extent
permitted under  applicable law against all expenses and liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which he may be  involved by reason of his having been a director
or officer of the Company or the Association  (whether or not he continues to be
a director or officer at the time of incurring  such  expenses or  liabilities),
such  expenses and  liabilities  to include,  but not be limited to,  judgments,
court costs, attorneys' fees and the cost of reasonable settlements.

15.      Successors to the Association and the Company.

         The  Association  and  the  Company  shall  require  any  successor  or
assignee,  whether direct or indirect,  by purchase,  merger,  consolidation  or
otherwise,  to  all  or  substantially  all of the  business  or  assets  of the
Association or the Company, expressly and unconditionally to assume and agree to
perform the Association's and the Company's obligations under this Agreement, in
the same  manner and to the same  extent  that the  Association  and the Company
would be  required  to perform if no such  succession  or  assignment  had taken
place.

16.      Required Regulatory Provisions.

         In the event any of the foregoing  provisions of this Section 16 are in
conflict with the terms of this Agreement, this Section 16 shall prevail.

         (a) The  Association's  board of directors  may  terminate  Executive's
employment  at any time,  but any  termination  by the  Association,  other than
termination  for  Just  Cause,   shall  not  prejudice   Executive's   right  to
compensation  or other benefits under this  Agreement.  Executive shall not have
the  right to  receive  compensation  or other  benefits  for any  period  after
termination for Just Cause.

         (b) If Executive is suspended from office and/or temporarily prohibited
from  participating  in the  conduct  of the  Association's  affairs by a notice
served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12
U.S.C.  ss.1818(e)(3)  or  (g)(1);  the  Association's  obligations  under  this
Agreement  shall  be  suspended  as of the date of  service,  unless  stayed  by
appropriate  proceedings.  If the  charges  in the  notice  are  dismissed,  the
Association  may in its  discretion:  (i)  pay  Executive  all  or  part  of the
compensation  withheld while its contract  obligations were suspended;  and (ii)
reinstate (in whole or in part) any of the obligations which were suspended.

         (c)  If  Executive  is  removed  and/or  permanently   prohibited  from
participating  in the conduct of the  Association's  affairs by an order  issued
under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
ss.1818(e)(4) or (g)(1), all obligations of the Association under this Agreement
shall terminate as of the effective date of the order,  but vested rights of the
contracting parties shall not be affected.

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         (d) If the  Association is in default as defined in Section  3(x)(1) of
the Federal Deposit  Insurance Act, 12 U.S.C.  ss.1813(x)(1)  all obligations of
the Association  under this Agreement shall terminate as of the date of default,
but this  paragraph  shall not  affect  any  vested  rights  of the  contracting
parties.

         (e) All obligations under this Agreement shall be terminated, except to
the extent  determined  that  continuation  of the contract is necessary for the
continued  operation of the Association:  (i) by the Director of the OTS (or his
or her designee),  at the time the Federal Deposit Insurance  Corporation (FDIC)
enters  into  an  agreement  to  provide  assistance  to or  on  behalf  of  the
Association  under the  authority  contained  in  Section  13(c) of the  Federal
Deposit Insurance Act, 12 U.S.C. ss.1823(c);  or (ii) by the Director of the OTS
(or his or her designee) at the time the Director (or his  designee)  approves a
supervisory  merger  to  resolve  problems  related  to  the  operations  of the
Association  or when the  Association  is determined by the Director to be in an
unsafe or unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.

         (f) Any  payments  made to  Executive  pursuant to this  Agreement,  or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
ss.1828(k)  and FDIC  regulation  12  C.F.R.  Part  359,  Golden  Parachute  and
Indemnification Payments.



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                                   SIGNATURES

        IN WITNESS WHEREOF, Enfield Federal Savings and Loan Association and New
England  Bancshares,  Inc.  have caused this  Agreement to be executed and their
seals to be affixed  hereunto by their duly authorized  officers,  and Executive
has signed this Agreement, on the 13th day of February, 2007.

ATTEST:                             ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION



/s/ Nancy L. Grady                  By: /s/ David J. O'Connor
-------------------------------         ----------------------------------------
Nancy L. Grady                          For the Entire Board of Directors
Corporate Secretary


ATTEST:                             NEW ENGLAND BANCSHARES, INC.
                                             (Guarantor)


/s/ Nancy L. Grady                  By: /s/ David J. O'Connor
-------------------------------         ----------------------------------------
Nancy L. Grady                          For the Entire Board of Directors
Corporate Secretary


           [SEAL]


WITNESS:                            EXECUTIVE



/s/ Nancy L. Grady                  /s/ Scott Nogles
-------------------------------     --------------------------------------------
Nancy L. Grady                      Scott Nogles
Corporate Secretary



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