<PAGE> 1                                                         EXHIBIT 10.2


                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT (the  "Agreement"),  made this 4th day of June,2002,  by
and among NEW ENGLAND BANCSHARES,  INC., a federally chartered  corporation (the
"Company"),  ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION,  (the "Association"),
and DAVID J. O'CONNOR ("Executive").

                               W I T N E S S E T H

         WHEREAS, Executive serves in a position of substantial responsibility;

         WHEREAS, the Company and the Association wish to assure the services of
Executive for the period provided in this Agreement; and

         WHEREAS, Executive is willing to serve in the employ of the Association
on a full-time basis for said period.

        NOW,  THEREFORE,   in  consideration  of  the  mutual  covenants  herein
contained,  and upon the other terms and conditions  hereinafter  provided,  the
parties hereby agree as follows:

       1.  EMPLOYMENT.  Executive is employed as the President,  Chief Executive
           ----------
Officer  and  Chief  Financial  Officer  of the  Company  and  the  Association.
Executive  shall perform all duties and shall have all powers which are commonly
incident  to the  offices  of  President,  Chief  Executive  Officer  and  Chief
Financial Officer or which,  consistent with those offices, are delegated to him
by the Chairman of the Board of Directors  of the  Association  and the Company.
During the term of this  Agreement,  Executive also agrees to serve, if elected,
as an  officer  and/or  director  of any  subsidiary  of  the  Company  and  the
Association and in such capacity will carry out such duties and responsibilities
reasonably appropriate to that office.

       2.  LOCATION AND  FACILITIES.  The Executive  will be furnished  with the
           ------------------------
working facilities and staff customary for executive officers with the title and
duties  set  forth in  Section 1 and as are  necessary  for him to  perform  his
duties.  The  location of such  facilities  and staff shall be at the  principal
administrative offices of the Company and the Association, or at such other site
or sites customary for such offices.

       3.    TERM.
             ----

       a.    The  term  of  this  Agreement  shall  be  (i)  the  initial  term,
             consisting of the period  commencing on the date of this  Agreement
             (the "Effective  Date") and ending on the third  anniversary of the
             Effective  Date,  plus (ii) any and all  extensions  of the initial
             term made pursuant to this Section 3.

       b.    Commencing on the first year anniversary date of this Agreement,
             and continuing on each anniversary thereafter, the disinterested
             members of the boards of directors of




<PAGE> 2



             the  Association  and the  Company  may  extend  the  Agreement  an
             additional year such that the remaining term of the Agreement shall
             be thirty-six (36) months,  unless  Executive  elects not to extend
             the term of this  Agreement by giving  written notice in accordance
             with  Section 19 of this  Agreement.  The Board of Directors of the
             Association (the "Board") will review the Agreement and Executive's
             performance  annually for purposes of determining whether to extend
             the  Agreement  and the  rationale  and  results  thereof  shall be
             included  in the  minutes  of the  Board's  meeting.  The  Board of
             Directors of the Association shall give notice to Executive as soon
             as possible  after such review as to whether the Agreement is to be
             extended.

       4.    BASE COMPENSATION.
             -----------------

       a.    The Company and the Association  agree to pay the Executive  during
             the term of this  Agreement  a base  salary at the rate of $158,340
             per year, payable in accordance with customary payroll practices.

       b.    The Board shall review  annually the rate of the  Executive's  base
             salary based upon factors they deem  relevant,  and may maintain or
             increase his salary,  provided that no such action shall reduce the
             rate of salary below the rate in effect on the Effective Date.

       c.    In the absence of action by the Board, the Executive shall continue
             to receive  salary at the annual rate  specified  on the  Effective
             Date or, if another rate has been established  under the provisions
             of this Section 4, the rate last properly  established by action of
             the Board under the provisions of this Section 4.

       5.    BONUSES.  The Executive shall be entitled to participate in
             -------
discretionary bonuses or other incentive compensation programs that the Company
and the Association may award from time to time to senior management employees
pursuant to bonus plans or otherwise.

       6.    BENEFIT PLANS.  The Executive shall be entitled to participate in
             -------------
such life  insurance,  medical,  dental,  pension,  profit  sharing,  retirement
and stock-based  compensation  plans and other programs and  arrangements as may
be approved from time to time by the Company and the Association for the benefit
of their employees.

       7.    VACATION AND LEAVE.
             ------------------
       a.    The  Executive  shall be entitled to  vacations  and other leave in
             accordance  with  policy for senior  executives,  or  otherwise  as
             approved by the Board.

       b.    In addition to paid vacations and other leave,  the Executive shall
             be  entitled,  without loss of pay, to absent  himself  voluntarily
             from the performance of his employment for such additional  periods
             of time and for such valid and legitimate reasons as the


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             Board may in its discretion determine. Further, the Board may grant
             to the Executive a leave or leaves of absence, with or without pay,
             at such  time or times and upon such  terms and  conditions  as the
             Board in its discretion may determine.

       8.    EXPENSE PAYMENTS AND REIMBURSEMENTS. The Executive shall be
             -----------------------------------
reimbursed for all  reasonable  out-of-pocket  business  expenses  that he shall
incur in connection  with his services under this Agreement upon  substantiation
of such expenses  in  accordance  with  applicable  policies  of  the  Company
and the Association.

       9.    AUTOMOBILE ALLOWANCE. During the term of this Agreement, the
             --------------------
Executive shall be entitled to an  automobile  allowance on terms no less
favorable that those in effect immediately prior to the execution of this
Agreement.  Executive shall comply with  reasonable  reporting and expense
limitations  on the use of such  automobile as may be established by the Company
or the  Association  from time to time, and the Company or the Association shall
annually  include on Executive's Form W-2 any amount of income attributable to
Executive's  personal use of such automobile.

       10.   LOYALTY AND CONFIDENTIALITY.
             ---------------------------

       a.    During the term of this Agreement  Executive: (i) shall devote all
             his time, attention, skill, and efforts to the faithful performance
             of his duties hereunder; provided, however, that from time to time,
             Executive may serve on the boards of directors of, and hold any
             other offices or positions in, companies or organizations which
             will not present any conflict of interest with the Company and the
             Association or any of their subsidiaries or affiliates, unfavorably
             affect the performance of Executive's duties pursuant to this
             Agreement, or violate any applicable statute or regulation and (ii)
             shall not engage in any business or activity contrary to the
             business affairs or interests of the Company and the Association.

       b.    Nothing   contained  in  this  Agreement  shall  prevent  or  limit
             Executive's   right  to  invest  in  the  capital  stock  or  other
             securities of any business  dissimilar from that of the Company and
             the  Bank,  or,  solely as a  passive,  minority  investor,  in any
             business.

       c.    Executive agrees to maintain the confidentiality of any and all
             information concerning the operation or financial status of the
             Company and the Association; the names or addresses of any of its
             borrowers, depositors and other customers; any information
             concerning or obtained from such customers; and any other
             information concerning the Company and the Association to which he
             may be exposed during the course of his employment.  The Executive
             further agrees that, unless required by law or specifically
             permitted by the Board in writing, he will not disclose to any
             person or entity, either during or subsequent to his employment,
             any of the above-mentioned information which is not generally known
             to the public, nor shall he employ such information in any way
             other than for the benefit of the Company and the Association.

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       11.   TERMINATION AND TERMINATION PAY.  Subject to Section 12 of this
             -------------------------------
Agreement, Executive's employment under this Agreement may be terminated in the
following circumstances:

       a.    Death.  Executive's employment under this Agreement shall terminate
             -----
             upon his death  during the term of this  Agreement,  in which event
             Executive's  estate  shall be entitled to receive the  compensation
             due to the Executive  through the last day of the calendar month in
             which his death occurred.

       b.    Retirement.  This Agreement shall be terminated upon Executive's
             ----------
             retirement under the retirement benefit plan or plans in which he
             participates pursuant to Section 6 of this Agreement or otherwise.

       c.    Disability.
             ----------

             i.    The Board or Executive may terminate Executive's employment
                   after  having  determined  Executive  has a  Disability.  For
                   purposes of this  Agreement,"Disability"  means a physical or
                   mental   infirmity  that  impairs   Executive's   ability  to
                   substantially  perform his duties  under this  Agreement  and
                   that results in  Executive  becoming  eligible for  long-term
                   disability  benefits under any long-term  disability plans of
                   the  Company  and the  Association  (or, if there are no such
                   plans  in  effect,   that  impairs   Executive's  ability  to
                   substantially  perform his duties under this  Agreement for a
                   period of one hundred  eighty (180)  consecutive  days).  The
                   Board  shall  determine  whether  or  not  Executive  is  and
                   continues  to be  permanently  disabled  for purposes of this
                   Agreement in good faith,  based upon competent medical advice
                   and  other  factors  that  they  reasonably   believe  to  be
                   relevant.  As a  condition  to any  benefits,  the  Board may
                   require  Executive  to  submit  to such  physical  or  mental
                   evaluations and tests as it deems reasonably appropriate.

             ii.   In  the  event of such  Disability, Executive's obligation to
                   perform  services under this Agreement  will  terminate.  The
                   Association will pay Executive,  as Disability pay, an amount
                   equal to one hundred percent (100%) of Executive's  bi-weekly
                   rate  of  base  salary  in  effect  as of  the  date  of  his
                   termination  of  employment  due  to  Disability.  Disability
                   payments will be made on a monthly basis and will commence on
                   the first day of the month  following the  effective  date of
                   Executive's  termination of employment for Disability and end
                   on the  earlier  of:  (A) the date he  returns  to  full-time
                   employment at the  Association in the same capacity as he was
                   employed prior to his  termination  for  Disability;  (B) his
                   death;  or (C) upon attainment of age 65. Such payments shall
                   be  reduced  by  the  amount  of any  short-  or  long-  term
                   disability  benefits payable to the Executive under any other
                   disability   programs   sponsored  by  the  Company  and  the
                   Association.  In addition,  during any period of  Executive's
                   Disability, Executive and his dependents


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                   shall,  to  the  greatest  extent  possible,  continue  to be
                   covered   under  all  benefit   plans   (including,   without
                   limitation,  retirement  plans and  medical,  dental and life
                   insurance plans) of the Company and the Association, in which
                   Executive  participated  prior to his  Disability on the same
                   terms as if Executive  were actively  employed by the Company
                   and the Association.

       d.    Termination for Cause.
             ---------------------

             i.    The Board may, by written notice to the Executive in the form
                   and manner specified in this paragraph, immediately terminate
                   his employment at any time, for "Cause".  The Executive shall
                   have no right to receive  compensation  or other benefits for
                   any  period  after  termination  for Cause  except for vested
                   benefits.  Termination  for  "Cause"  shall mean  termination
                   because  of, in the good  faith  determination  of the Board,
                   Executive's:

                   (1)   Personal dishonesty;

                   (2)   Incompetence;

                   (3)   Willful misconduct;

                   (4)   Breach of fiduciary duty involving personal profit;

                   (5)   Intentional failure to perform duties under this
                         Agreement;

                   (6)   Willful violation of any law, rule or regulation (other
                         than  traffic  violations  or  similar  offenses)  that
                         reflects adversely on the reputation of the Company and
                         the Association,  any felony conviction,  any violation
                         of law involving moral turpitude, or any violation of a
                         final cease-and-desist order; or

                   (7)   Material breach by Executive of any provision of this
                         Agreement.

             ii.   Notwithstanding the foregoing, Executive shall not be deemed
                   to have  been  terminated  for Cause by the  Company  and the
                   Association   unless  there  shall  have  been  delivered  to
                   Executive  a  copy  of  a  resolution  duly  adopted  by  the
                   affirmative  vote of a majority of the entire  membership  of
                   the Board at a meeting of such Board  called and held for the
                   purpose  (after   reasonable   notice  to  Executive  and  an
                   opportunity  for  Executive to be heard before the Board with
                   counsel),  of finding  that in the good faith  opinion of the
                   Board , Executive was guilty of the conduct  described  above
                   and specifying the particulars thereof.

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       e.    Voluntary Termination by Executive. In addition to his other rights
             ----------------------------------
             to  terminate  under  this  Agreement,  Executive  may  voluntarily
             terminate  employment  during  the term of this  Agreement  upon at
             least sixty (60) days prior written  notice to the Board,  in which
             case Executive shall receive only his  compensation,  vested rights
             and employee benefits up to the date of his termination.

       f.    Without Cause or With Good Reason.
             ---------------------------------

             i.    In addition to termination pursuant to Sections 11(a) through
                   11(e)  the  Board,  may,  by  written  notice  to  Executive,
                   immediately terminate his employment at any time for a reason
                   other  than  Cause  (a  termination   "Without   Cause")  and
                   Executive  may, by written  notice to the Board,  immediately
                   terminate  this Agreement at any time within ninety (90) days
                   following  an event  constituting  "Good  Reason"  as defined
                   below (a termination "With Good Reason").

             ii.   Subject to  Section  12 of  this  Agreement,  in the event of
                   termination  under this  Section  11(f),  Executive  shall be
                   entitled to receive his base salary for the remaining term of
                   the  Agreement  paid in one lump sum within ten  (10)calendar
                   days of such  termination.  Also,  in such  event,  Executive
                   shall,  for the remaining term of the Agreement,  receive the
                   benefits he would have received  during the remaining term of
                   the Agreement  under any  retirement  programs  (whether tax-
                   qualified or non-qualified)  in which Executive  participated
                   prior to his  termination  (with the  amount of the  benefits
                   determined  by  reference  to the  benefits  received  by the
                   Executive or accrued on his behalf under such programs during
                   the  twelve  (12)  months   preceding  his  termination)  and
                   continue to  participate  in any benefit plans of the Company
                   and the Association  that provide health  (including  medical
                   and  dental),  life  or  disability  insurance,   or  similar
                   coverage upon terms no less favorable than the most favorable
                   terms  provided to senior  executives  of the Company and the
                   Association during such period. In the event that the Company
                   and the  Association  are unable to provide such  coverage by
                   reason of Executive no longer being an employee,  the Company
                   and the Association  shall provide  Executive with comparable
                   coverage on an individual policy basis.

             iii.  "Good Reason"  shall exist if,  without  Executive's  express
                   written consent,  the Company and the Association  materially
                   breach  any  of  their  respective   obligations  under  this
                   Agreement.  Without limitation,  such a material breach shall
                   be deemed to occur upon any of the following:



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                  (1)   A material reduction in  Executive's responsibilities or
                        authority in  connection  with  his  employment with the
                        Company or the Association;

                  (2)   Assignment to  Executive  of  duties of a  non-executive
                        nature or duties for which he is not reasonably equipped
                        by his skills and experience;

                  (3)   Failure of the Executive to be  nominated or renominated
                        to the Board;

                  (4)   A reduction in salary or  benefits contrary to the terms
                        of this Agreement, or,  following a Change in Control as
                        defined in Section 12 of  this Agreement,  any reduction
                        in salary or material  reduction in  benefits  below the
                        amounts to which he  was entitled prior to the Change in
                        Control;

                  (5)   Termination of incentive and  benefit plans, programs or
                        arrangements, or reduction of  Executive's participation
                        to  such  an   extent  as  to  materially  reduce  their
                        aggregate  value  below their  aggregate value as of the
                        Effective Date;

                  (6)   A  requirement  that   Executive  relocate his principal
                        business  office or  his  principal  place of  residence
                        outside of  the area  consisting of a  twenty-five  (25)
                        mile radius from  the current main office and any branch
                        of  the  Association,  or the assignment to Executive of
                        duties  that would reasonably require such a relocation;
                        or

                  (7)   liquidation or dissolution of the Company or the
                        Association.

             iv.   Notwithstanding  the foregoing, a reduction or elimination of
                   the Executive's  benefits less than one or more benefit plans
                   maintained  by the Company and the  Association  as part of a
                   good faith, overall reduction or elimination of such plans or
                   plans or benefits  thereunder  applicably to all participants
                   in a manner  that  does not  discriminate  against  Executive
                   (except as such  discrimination  may be  necessary  to comply
                   with law) shall not  constitute  an event of Good Reason or a
                   material breach of this Agreement,  provided that benefits of
                   the type or to the general extent as those offered under such
                   plans  prior  to  such  reduction  or  elimination   are  not
                   available   to  other   officers   of  the  Company  and  the
                   Association or any company that controls either of them under
                   a plan or plans in or under which  Executive  is not entitled
                   to participate.


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       g.    Continuing Covenant Not to Compete or Interfere with Relationships.
             ------------------------------------------------------------------
Regardless of  anything  herein to the  contrary, following a termination by the
Company and the Association or Executive pursuant to Section 11(f):

             i.    Executive's obligations under Section 10(c) of this Agreement
                   will continue in effect; and

             ii.   During  the  period  ending on  the first anniversary of such
                   termination,  the  Executive  shall not serve as an  officer,
                   director  or  employee  of any bank  holding  company,  bank,
                   savings  association,  savings and loan holding  company,  or
                   mortgage  company (any of which,  a "Financial  Institution")
                   which  Financial  Institution  offers  products  or  services
                   competing  with  those  offered by the  Association  from any
                   office  within  fifty (50) miles from the main  office or any
                   branch of the  Association  and shall not interfere  with the
                   relationship  of the Company and the  Association  and any of
                   its employees, agents, or representatives.

       12.   TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL.
             --------------------------------------------------

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

             (i)   such time as any  "person"  (as the term is used in  Sections
                   13(d) and 14(d) of the  Securities  Exchange Act of 1934,  as
                   amended  ("Exchange  Act"))  is or  becomes  the  "beneficial
                   owner" (as  defined in Rule 13d-3  under the  Exchange  Act),
                   directly or indirectly,  of voting  securities of the Company
                   representing  20% or  more of the  Association's  outstanding
                   voting  securities  or the right to acquire such  securities,
                   except for any voting  securities  purchased  by any employee
                   benefit plan of the Association;

             (ii)  such  time  as  individuals   who  constitute  the  Board  of
                   Directors on the date hereof (the  "Incumbent  Board")  cease
                   for any reason to  constitute  at least a  majority  thereof,
                   provided  that any person  becoming a director  subsequent to
                   the date hereof  whose  election was approved by a vote of at
                   least  three-quarters  of  the  directors   constituting  the
                   Incumbent  Board  (or  members  who  were  nominated  by  the
                   Incumbent  Board),  or whose  nomination  for election by the
                   Association's  stockholders  was  approved  by  a  Nominating
                   Committee  solely  composed  of members  which are  Incumbent
                   Board members (or members  nominated by the Incumbent Board),
                   shall be, for purposes of this clause  (iii),  considered  as
                   though he or she were a member of the Incumbent Board;



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<PAGE> 9


             (iii) such  time as a  reorganization,  merger,  consolidation,  or
                   similar  transaction  occurs or is effectuated as a result of
                   which 60% of shares of the common

                   stock of the  resulting  entity are owned by persons who were
                   not stockholders of the Association  immediately prior to the
                   consummation of the transaction;

             (iv)  such  time  as  substantially   all  of  the  assets  of  the
                   Association  are sold or  otherwise  transferred  to  another
                   corporation  or other  entity that is not  controlled  by the
                   Association.

Notwithstanding  anything in this  Agreement to the contrary,  in no event shall
the conversion of the Association  from mutual to stock form (including  without
limitation,   through  the  formation  of  a  stock  holding   company)  or  the
reorganization  of the  Association  into the  mutual  holding  company  form of
organization constitute a "Change in Control" for purposes of this Agreement.


       b.    Termination.  If within the period  ending two years after a Change
             in Control, (i) the Company and the Association shall terminate the
             Executive's employment Without Cause, or (ii) Executive voluntarily
             terminates  his  employment  With Good Reason,  the Company and the
             Association  shall,  within ten calendar days of the termination of
             Executive's  employment,  make a lump-sum cash payment to him equal
             to 2.99 times the Executive's  average Annual Compensation over the
             five (5) most  recently  completed  calendar  years ending with the
             year  immediately  preceding  the  effective  date of the Change in
             Control. In determining  Executive's  average Annual  Compensation,
             Annual Compensation shall include base salary and any other taxable
             income,  including  but  not  limited  to  amounts  related  to the
             granting,  vesting or exercise of restricted  stock or stock option
             awards,  commissions,  bonuses  (whether  paid or  accrued  for the
             applicable  period), as well as, retirement  benefits,  director or
             committee fees and fringe  benefits paid or to be paid to Executive
             or paid  for  Executive's  benefit  during  any such  year,  profit
             sharing,   employee  stock  ownership  plan  and  other  retirement
             contributions or benefits,  including to any tax-qualified  plan or
             arrangement  (whether or not taxable)  made or accrued on behalf of
             Executive  of such year.  The cash  payment made under this Section
             12(b)  shall be made in lieu of any  payment  also  required  under
             Section 11(f) of this  Agreement  because of a termination  in such
             period.  Executive's  rights under  Section 11(f) are not otherwise
             affected by this Section 12.  Also,  in such event,  the  Executive
             shall, for a thirty-six (36) month period following his termination
             of  employment,  receive the benefits he would have  received  over
             such period under any retirement  programs  (whether tax- qualified
             or nonqualified) in which the Executive  participated  prior to his
             termination  (with  the  amount  of  the  benefits   determined  by
             reference to the benefits  received by the  Executive or accrued on
             his behalf  under such  programs  during  the  twelve  (12)  months
             preceding the Change in Control) and continue to participate in any
             benefit  plans of the  Company  and the  Association  that  provide
             health   (including   medical  and  dental),   life  or  disability
             insurance, or similar coverage upon terms no less favorable
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<PAGE> 10

             than the most  favorable  terms  provided to senior  executives  of
             during  such  period.  In  the  event  that  the  Company  and  the
             Association  are unable to provide  such  coverage by reason of the
             Executive  no  longer  being  an  employee,  the  Company  and  the
             Association shall provide the Executive with comparable coverage on
             an individual policy.

       c.    The provisions of Sections 12 and Sections 14 through 25, including
             the defined terms used is such  sections,  shall continue in effect
             until the later of the  expiration  of this  Agreement or two years
             following a Change in Control.

       13.   INDEMNIFICATION AND LIABILITY INSURANCE.
             ---------------------------------------

       a.    Indemnification. The Company and the Association agree to indemnify
             ---------------
             the Executive (and his heirs, executors,  and administrators),  and
             to  advance  expenses  related  thereto,   to  the  fullest  extent
             permitted under applicable law and regulations  against any and 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
             Executive  of  the  Company,   the  Association  or  any  of  their
             subsidiaries  (whether  or not he  continues  to be a  director  or
             Executive   at  the  time  of  incurring   any  such   expenses  or
             liabilities)  such expenses and liabilities to include,  but not be
             limited to,  judgments,  court costs,  and attorney's  fees and the
             cost of reasonable settlements,  such settlements to be approved by
             the Board,  if such action is brought  against the Executive in his
             capacity  as an  Executive  or  director  of the  Company  and  the
             Association  or  any of  their  subsidiaries.  Indemnification  for
             expense  shall not extend to matters  for which the  Executive  has
             been terminated for Cause. Nothing contained herein shall be deemed
             to  provide   indemnification   prohibited  by  applicable  law  or
             regulation.  Notwithstanding  anything herein to the contrary,  the
             obligations  of this  Section  13  shall  survive  the term of this
             Agreement by a period of six (6) years.

       b.    Insurance.  During  the  period  in  which  indemnification  of the
             ---------
             Executive  is  required  under this  Section,  the  Company and the
             Association shall provide the Executive (and his heirs,  executors,
             and   administrators)   with  coverage   under  a  directors'   and
             Executives'  liability policy at the expense of the Company and the
             Association,  at least  equivalent  to such  coverage  provided  to
             directors and senior Executives of the Company and the Association.

       14. REIMBURSEMENT OF EXECUTIVE'S EXPENSES TO ENFORCE THIS AGREEMENT.  The
           ---------------------------------------------------------------
Company and the Association  shall reimburse the Executive for all out-of-pocket
expenses, including, without limitation, reasonable attorney's fees, incurred by
the Executive in connection with successful  enforcement by the Executive of the
obligations  of the  Company and the  Association  to the  Executive  under this
Agreement.  Successful enforcement shall  mean the grant of an award of money or
the requirement that the Company and the  Association take some action specified
by
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<PAGE> 11

this  Agreement  (i) as a result of court  order;  or (ii)  otherwise  by the
Company and the Association  following an initial failure of the Company and the
Association to pay such money or take such

action  promptly  after written demand  therefor from the Executive  stating the
reason that such money or action was due under this Agreement at or prior to the
time of such demand.

       15. LIMITATION OF BENEFITS UNDER CERTAIN  CIRCUMSTANCES.  If the payments
           ---------------------------------------------------
and benefits pursuant to Section 12 of this Agreement,  either alone or together
with other  payments and benefits  which the  Executive has the right to receive
from the Company and the  Association,  would  constitute a "parachute  payment"
under Section 280G of the Code, the payments and benefits pursuant to Section 12
shall be reduced or revised,  in the manner determined by the Executive,  by the
amount,  if any,  which is the minimum  necessary to result in no portion of the
payments and benefits under Section 12 being  non-deductible  to the Company and
the  Association  pursuant to Section 280G of the Code and subject to the excise
tax imposed under Section 4999 of the Code. The  determination  of any reduction
in the payments  and  benefits to be made  pursuant to Section 12 shall be based
upon  the  opinion  of the  Company  and the  Association's  independent  public
accountants and paid for by the Company and the  Association.  In the event that
the Company,  the Association and/or the Executive do not agree with the opinion
of such counsel,  (i) the Company and the Association shall pay to the Executive
the maximum amount of payments and benefits  pursuant to Section 12, as selected
by the Executive,  which such opinion  indicates there is a high  probability do
not result in any of such  payments and  benefits  being  non-deductible  to the
Company  and the  Association  and subject to the  imposition  of the excise tax
imposed under Section 4999 of the Code and (ii) the Company and the  Association
may request, and the Executive shall have the right to demand that they request,
a ruling from the IRS as to whether the disputed  payments and benefits pursuant
to Section 12 have such consequences. Any such request for a ruling from the IRS
shall be promptly prepared and filed by the Company and the Association,  but in
no event  later than  thirty  (30) days from the date of the  opinion of counsel
referred to above,  and shall be subject to the  Executive's  approval  prior to
filing, which shall not be unreasonably  withheld.  The Company, the Association
and the Executive  agree to be bound by any ruling  received from the IRS and to
make  appropriate  payments to each other to reflect any such rulings,  together
with interest at the applicable  federal rate provided for in Section 7872(f)(2)
of the  Code.  Nothing  contained  herein  shall  result in a  reduction  of any
payments or benefits to which the Executive may be entitled upon  termination of
employment  other than  pursuant  to Section 12 hereof,  or a  reduction  in the
payments and benefits specified in Section 12 below zero.

       16.  INJUNCTIVE  RELIEF.  If there is a breach  or  threatened  breach of
            ------------------
Section 11(g) of this Agreement or the prohibitions upon disclosure contained in
Section  10(c) of this  Agreement,  the parties  agree that there is no adequate
remedy at law for such breach, and that the Company and the Association shall be
entitled to injunctive  relief  restraining  the  Executive  from such breach or
threatened  breach,  but such relief shall not be the exclusive remedy hereunder
for such breach.  The parties hereto likewise agree that the Executive,  without
limitation, shall be entitled to injunctive relief to enforce the obligations of
the Company and the Association under this Agreement.



                                       11

<PAGE> 12



       17.   SUCCESSORS AND ASSIGNS.
             ----------------------

       a.    This  Agreement  shall inure to the benefit of and be binding  upon
             any corporate or other successor of the Company and the Association
             which   shall   acquire,   directly  or   indirectly,   by  merger,
             consolidation,  purchase or otherwise,  all or substantially all of
             the assets or stock of the Company and the Association.

       b.    Since the  Company  and the  Association  are  contracting  for the
             unique  and  personal  skills  of  Executive,  Executive  shall  be
             precluded  from  assigning  or  delegating  his  rights  or  duties
             hereunder  without  first  obtaining  the  written  consent  of the
             Company and the Association.

       18. NO MITIGATION. Executive shall not be required to mitigate the amount
           -------------
of any payment  provided for in this  Agreement by seeking  other  employment or
otherwise  and no such  payment  shall be offset or reduced by the amount of any
compensation or benefits provided to Executive in any subsequent employment.

       19. NOTICES. All notices,  requests,  demands and other communications in
           -------
connection  with this Agreement  shall be made in writing and shall be deemed to
have been given when  delivered by hand or 48 hours after mailing at any general
or branch United States Post Office,  by registered or certified  mail,  postage
prepaid,  addressed to the Company  and/or the  Association  at their  principal
business  offices and to  Executive  at his home  address as  maintained  in the
records of the Company and the Association.

       20. NO PLAN  CREATED BY THIS  AGREEMENT.  Executive,  the Company and the
           -----------------------------------
Association expressly declare and agree that this Agreement was negotiated among
them and that no provision or provisions  of this  Agreement are intended to, or
shall be deemed to,  create any plan for  purposes  of the  Employee  Retirement
Income  Security Act or any other law or  regulation,  and each party  expressly
waives  any right to assert the  contrary.  Any  assertion  in any  judicial  or
administrative  filing,  hearing,  or process that such a plan was so created by
this Agreement  shall be deemed a material breach of this Agreement by the party
making such an assertion.

       21.   AMENDMENTS.  No amendments or  additions to this Agreement shall be
             ----------
binding  unless  made  in  writing  and signed by all of  the parties, except as
herein otherwise specifically provided.

       22.   APPLICABLE LAW.  Except to the extent preempted by Federal law, the
             --------------
laws of the State of  Connecticut  shall govern this  Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.

       23.   SEVERABILITY.  The  provisions of  this  Agreement  shall be deemed
             ------------
severable  and  the  invalidity  or  unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.



                                       12

<PAGE> 13



       24.   HEADINGS.  Headings contained herein are for convenience of
             --------
reference only.

       25.   ENTIRE AGREEMENT. This Agreement, together with any understanding
             ----------------
or modifications thereof as agreed to in writing by the parties,shall constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof,  other than written agreements with respect to specific plans,  programs
or arrangements described in Sections 5 and 6.

       26.   REQUIRED PROVISIONS. In  the event any of  the foregoing provisions
             -------------------
of  this  Section 26  are in  conflict  with  the terms of this  Agreement, this
Section 26 shall prevail.

       a.    The Association may terminate  Executive's  employment at any time,
             but any termination by the Association,  other than Termination for
             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 Cause as defined in Section 7 hereinabove.

       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 contract 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 their 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 contract shall terminate
             as of the  effective  date of the order,  but vested  rights of the
             contracting parties shall not be affected.

       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 contract shall terminate
             as of the date of default,  but this paragraph shall not affect any
             vested rights of the contracting parties.

       e.    All  obligations of  the Association  under  this contract shall be
             terminated,  except to the extent  determined that  continuation of
             the  contract  is  necessary  for the  continued  operation  of the
             institution:  (i) by the Director of the OTS (or his designee), the
             FDIC or the  Resolution  Trust  Corporation,  at the  time the 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  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

                                       13

<PAGE> 14


             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 compliance with 12
             U.S.C.ss.1828(k)  and 12 C.F.R.  Section  545.121 and any rules and
             regulations promulgated thereunder.

       IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement on
the date first set forth above.


Attest:                                    NEW ENGLAND BANCSHARES, INC.


 /s/ Nancy L. Grady                        By:/s/ Edward C. Allen
---------------------------                   -----------------------------
                                              Edward C. Allen
                                              Chairman of the Board of Directors


Attest:                                    ENFIELD FEDERAL SAVINGS AND
                                           LOAN ASSOCIATION


/s/ Nancy L. Grady                        By:/s/ Edward C. Allen
------------------------------               ----------------------------------
                                              Edward C. Allen
                                              Chairman of the Board of Directors


Witness:                                    EXECUTIVE


/s/ Nancy L. Grady                          /s/ David J.O'Connor
-------------------------------             ------------------------------------
                                            David J. O'Connor

                                       14