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

SCHEDULE 14A

(RULE 14a-101)
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _______)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12.

New England Bancshares, Inc.
----------------------------
(Name of Registrant as Specified in its Charter)

----------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:
N/A

2) Aggregate number of securities to which transaction applies:
N/A

3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
N/A

4) Proposed maximum aggregate value of transaction:
N/A

5) Total fee paid:
N/A

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

1) Amount Previously Paid:
N/A

2) Form, Schedule or Registration Statement No.:
N/A

3) Filing Party:
N/A

4) Date Filed:
N/A

July 10, 2009

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of
New England Bancshares, Inc. The meeting will be held at the Crowne Plaza Hotel,
One Bright Meadow Boulevard, Enfield, Connecticut on Thursday, August 13, 2009
at 1:00 p.m., local time.

The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
Directors and officers of the Company, as well as a representative of Shatswell,
MacLeod & Company, P.C., the Company's independent auditors, will be present to
respond to appropriate questions of stockholders.

It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete and
mail the enclosed proxy card promptly. If you attend the meeting, you may vote
in person even if you have previously mailed a proxy card.

We look forward to seeing you at the meeting.

Sincerely,

David J. O'Connor
Chief Executive Officer

New England Bancshares, Inc.
855 Enfield Street
Enfield, Connecticut 06082
(860) 253-5200

- --------------------------------------------------------------------------------

Notice of Annual Meeting of Stockholders

- --------------------------------------------------------------------------------

On Thursday, August 13, 2009, New England Bancshares, Inc. (the "Company")
will hold its annual meeting of stockholders at the Crowne Plaza Hotel, One
Bright Meadow Boulevard, Enfield, Connecticut. The meeting will begin at 1:00
p.m., local time. At the meeting, the stockholders will consider and act on the
following:

1. The election of four directors to serve for terms of three years;

2. The ratification of the appointment of Shatswell, MacLeod & Company,
P.C. as independent auditors for the Company for the fiscal year
ending March 31, 2010; and

3. The transaction of any other business that may properly come before
the meeting.

NOTE: The Board of Directors is not aware of any other business scheduled
to come before the meeting.

Only stockholders of record at the close of business on June 22, 2009 are
entitled to receive notice of and to vote at the meeting and any adjournment or
postponement of the meeting.

It is important that your shares be represented at the annual meeting
whether or not you plan to attend. Please complete and sign the enclosed proxy
card, which is solicited by the Board of Directors, and mail it promptly in the
enclosed envelope. The proxy will not be used if you attend the meeting and vote
in person.

BY ORDER OF THE BOARD OF DIRECTORS

Nancy L. Grady
Corporate Secretary

Enfield, Connecticut
July 10, 2009

Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on August 13, 2009: The Proxy Statement and our
2009 Annual Report are available at http://www.cfpproxy.com/5935.

New England Bancshares, Inc.

----------------------------------

Proxy Statement

----------------------------------

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of New England Bancshares, Inc. (the "Company"
or "New England Bancshares") to be used at the annual meeting of stockholders of
the Company. The Company is the holding company for New England Bank (the
"Bank"). The annual meeting will be held at the Crowne Plaza Hotel, One Bright
Meadow Boulevard, Enfield, Connecticut on Thursday, August 13, 2009 at 1:00
p.m., local time. This proxy statement and the enclosed proxy card are being
mailed to stockholders of record on or about July 10, 2009.

Voting and Proxy Procedure

Who Can Vote at the Meeting

You are entitled to vote your Company common stock if the records of the
Company show that you held your shares as of the close of business on June 22,
2009. If your shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial owner of shares held in "street name"
and these proxy materials are being forwarded to you by your broker or nominee.
As the beneficial owner, you have the right to direct your broker or nominee how
to vote.

As of the close of business on June 22, 2009, there were 6,391,156 shares
of Company common stock outstanding. Each share of common stock has one vote.
The Company's Articles of Incorporation provide that a record owner of the
Company's common stock who beneficially owns, either directly or indirectly, in
excess of 10% of the Company's outstanding shares, is not entitled to vote the
shares held in excess of the 10% limit.

Attending the Meeting

If you are a stockholder as of the close of business on June 22, 2009, you
may attend the meeting. However, if you hold your shares in street name, you
will need proof of ownership to be admitted to the meeting. A recent brokerage
statement or a letter from a bank or broker are examples of proof of ownership.
If you want to vote your shares of Company common stock held in street name in
person at the meeting, you will have to get a written proxy in your name from
the broker, bank or other nominee who holds your shares.

Vote Required

A majority of the outstanding shares of common stock entitled to vote is
required to be represented at the meeting to constitute a quorum for the
transaction of business. If you return valid proxy instructions or attend the
meeting in person, your shares will be counted for purposes of determining
whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted for purposes of determining the existence of a quorum. A
broker non-vote occurs when a broker,

bank or other nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that item and has not received voting instructions from the
beneficial owner.

In voting on the election of directors, you may vote in favor of all
nominees, withhold votes for all nominees or withhold votes as to any of the
nominees. There is no cumulative voting for the election of directors. Directors
are elected by a plurality of the votes cast at the annual meeting. This means
that the nominees receiving the greatest number of votes will be elected. Votes
that are withheld and broker non-votes will have no effect on the outcome of the
election.

In voting to ratify the appointment of Shatswell, MacLeod & Company, P.C.
as independent auditors, you may vote in favor of the proposal, against the
proposal or abstain from voting. To be approved, this matter requires the
affirmative vote of a majority of the votes cast at the annual meeting. Broker
non-votes and abstentions will not be counted as votes cast and will have no
effect on the voting on this proposal.

Voting by Proxy

The Company's Board of Directors is sending you this proxy statement to
request that you allow your shares of Company common stock to be represented at
the annual meeting by the persons named in the enclosed proxy card. All shares
of Company common stock represented at the meeting by properly executed and
dated proxies will be voted according to the instructions indicated on the proxy
card. If you sign, date and return a proxy card without giving voting
instructions, your shares will be voted as recommended by the Company's Board of
Directors. The Board of Directors recommends that you vote "FOR" each of the
nominees for director and "FOR" ratification of the appointment of Shatswell,
MacLeod & Company, P.C. as the Company's independent auditors for the 2010
fiscal year.

If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their judgment to determine how to vote your shares. This includes a motion to
adjourn or postpone the meeting to solicit additional proxies. If the annual
meeting is postponed or adjourned, your Company common stock may be voted by the
persons named in the proxy card on the new meeting date as well, provided such
new meeting occurs within 30 days of the annual meeting and you have not revoked
your proxy. The Company does not currently know of any other matters to be
presented at the meeting.

You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy, you must either advise the Corporate Secretary of
the Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy or attend the meeting and vote your shares
in person by ballot. Attendance at the annual meeting will not in itself
constitute revocation of your proxy.

If your Company common stock is held in street name, you will receive
instructions from your broker, bank or other nominee that you must follow to
have your shares voted. Your broker, bank or other nominee may allow you to
deliver your voting instructions via the telephone or the Internet. Please
review the proxy card or instruction form provided by your broker, bank or other
nominee that accompanies this proxy statement.

Participants in New England Bank's ESOP and 401(k) Plan

If you participate in New England Bank's Employee Stock Ownership Plan
(the "ESOP") or if you hold shares through New England Bank's Employees' Savings
& Profit Sharing Plan (the "401(k) Plan"), you will receive a vote authorization
form for each plan that reflects all the shares that you may direct the trustees
to vote on your behalf under the plans. Under the terms of the ESOP, the ESOP
trustee votes all shares held by the ESOP, but each participant in the ESOP may
direct the trustee how to vote the shares of New England Bancshares common stock
allocated to his or her account. The ESOP trustee, subject to the exercise of
its fiduciary duties, will vote all unallocated shares of common stock held by
the ESOP and allocated shares for which no timely voting instructions were
received in the same proportion as shares for which the trustee received timely
voting instructions. Under the terms of the 401(k) Plan, you are entitled to
direct the trustee how to vote the shares of New England Bancshares common stock
credited to your account in the 401(k) plan. The trustee will vote all shares of
New England Bancshares common stock for which no directions are given or for
which timely instructions were not received in the same proportion as shares for
which the trustee received voting instructions. The deadline for returning your
voting instructions to each plan's trustee is August 6, 2009.

Corporate Governance

General

The Company periodically reviews its corporate governance policies and
procedures to ensure that the Company meets the highest standards of ethical
conduct, reports results with accuracy and transparency and maintains full
compliance with the laws, rules and regulations that govern the Company's
operations. As part of this periodic corporate governance review, the Board of
Directors reviews and adopts best corporate governance policies and practices
for the Company.

Code of Ethics and Business Conduct

The Company has adopted a Code of Ethics and Business Conduct that is
designed to promote the highest standards of ethical conduct by the Company's
directors, executive officers and employees. The Code of Ethics and Business
Conduct requires that the Company's directors, executive officers and employees
avoid conflicts of interest, comply with all laws and other legal requirements,
conduct business in an honest and ethical manner and otherwise act with
integrity and in the Company's best interest. Under the terms of the Code of
Ethics and Business Conduct, directors, executive officers and employees are
required to report any conduct that they believe in good faith to be an actual
or apparent violation of the Code of Ethics and Business Conduct.

As a mechanism to encourage compliance with the Code of Ethics and
Business Conduct, the Company has established procedures to receive, retain and
treat complaints regarding accounting, internal accounting controls and auditing
matters. These procedures ensure that individuals may submit concerns regarding
questionable accounting or auditing matters in a confidential and anonymous
manner. The Code of Ethics and Business Conduct also prohibits the Company from
retaliating against any director, executive officer or employee who reports
actual or apparent violations of the Code of Ethics and Business Conduct.

Meetings of the Board of Directors

The Company conducts business through meetings of its Board of Directors
and through activities of its committees. The Board of Directors generally meets
quarterly and may have additional meetings as needed. During fiscal 2009, the
Board of Directors held eight (8) meetings. All of the current directors
attended at least 75% of the total meetings of the Board of Directors and the
committees on which such directors served during fiscal 2009.

Committees of the Board of Directors

The following table identifies our standing committees and their members.
All members of each committee are independent in accordance with the listing
standards of The Nasdaq Stock Market, Inc. Each committee operates under a
written charter that is available in the Shareholder Information section of the
Company's website (www.nebankct.com).

Audit Compensation Nominating
Director Committee Committee Committee
- -------- --------- ------------ ----------

Thomas O. Barnes ....................
Lucien P. Bolduc .................... X
Edmund D. Donovan ...................
Peter T. Dow ........................ X* X
William C. Leary .................... X
Myron J. Marek ......................
Dorothy K. McCarty ..................
David J. O'Connor ...................
David J. Preleski ...................
Kathryn C. Reinhard .................
Richard K. Stevens .................. X X X*
Richard M. Tatoian .................. X* X

Number of Meetings in fiscal 2009 ... 4 2 1

- ----------
* Denotes Chairperson

Audit Committee. The Audit Committee assists the Board of Directors in its
oversight of the integrity of New England Bancshares' processes and systems of
internal controls concerning accounting and financial reporting and in its
review of compliance with applicable laws and regulations. The committee is also
responsible for engaging New England Bancshares' independent auditor and its
internal auditor and monitoring their conduct and independence. The Board of
Directors has designated Lucien P. Bolduc as an audit committee financial expert
under the rules of the Securities and Exchange Commission. Mr. Bolduc is
independent under the listing standards of The Nasdaq Stock Market, Inc.
applicable to audit committee members. The report of the Audit Committee
required by the rules of the Securities and Exchange Commission is included in
this proxy statement. See "Audit Committee Report."

Compensation Committee. The Compensation Committee is responsible for
making recommendations to the full Board of Directors on all matters regarding
compensation and benefit programs. The Compensation Committee reviews all
compensation components for the Company's Chief Executive Officer and other
highly compensated executive officers' compensation including base salary,
annual incentive, long-term incentives/equity, benefits and other perquisites.
The Compensation Committee also reviews the recommendations of the Chief
Executive Officer in determining the compensation of other executive officers.
The Compensation Committee has made use of independent outside consultants with
specific banking industry expertise to assist the Committee in evaluating the
Company's executive total compensation elements as well as to develop a bank
peer group for comparison to assist the Committee in establishing compensation
levels. Decisions by the Compensation Committee with respect to the compensation
of executive officers are approved by the full Board of Directors.

Nominating Committee. The Nominating Committee assists the Board of
Directors in identifying qualified individuals to serve as Board members, in
determining the composition of the Board of Directors and its committees and in
monitoring a process to assess Board effectiveness. The Nominating Committee
also considers and recommends the nominees for director to stand for election at
the Company's annual meeting of stockholders. The procedures of the Nominating
Committee required to be disclosed by the rules of the Securities and Exchange
Commission are included in this proxy statement. See "Nominating Committee
Procedures."

Attendance at the Annual Meeting. The Board of Directors encourages each
director to attend annual meetings of stockholders. Eleven (11) Directors
attended the Annual Meeting in 2008.

Directors' Compensation

The following table sets forth the compensation received by non-employee
directors for their service on our Boards of Directors during fiscal 2009.

Fees Earned
or Paid Stock Option All Other
Director In Cash Awards(1) Awards(2) Compensation(3) Total
- --------------------------------------------------------------------------------------------

Thomas O. Barnes $ 21,600 $ -- $ -- $ -- $ 21,600
Lucien P. Bolduc 17,200 6,663 4,434 151 28,448
Edmund D. Donovan 16,350 -- -- -- 16,350
Peter T. Dow 22,550 6,663 4,434 4,354 38,001
William C. Leary 11,210 6,663 4,434 151 22,458
Myron J. Marek 14,000 6,663 4,434 2,617 27,714
Dorothy K. McCarty 14,150 6,663 4,434 2,617 27,864
David J. Preleski 14,700 -- -- -- 14,700
James J. Pryor (4) 2,667 -- -- -- 2,667
Kathryn C. Reinhard (5) -- -- -- -- --
Richard K. Stevens 14,200 6,663 4,434 2,669 27,966
Richard M. Tatoian 14,200 6,663 4,434 2,669 27,966

- ----------
(1) Reflects the dollar amount recognized for financial statement reporting
purposes in fiscal 2009 in accordance with Statement of Financial
Accounting Standard 123(R) ("SFAS 123(R)"). At March 31, 2009, the
aggregate number of unvested restricted stock award shares held in trust
was 2,019 shares for each of Ms. McCarty and Messrs. Bolduc, Dow, Marek,
Stevens, Tatoian, and Mr. Leary.

(2) Reflects the dollar amount recognized for financial statement reporting
purposes in fiscal 2009 in accordance with FAS 123(R). The aggregate
outstanding stock options at March 31, 2009 were 19,852 options for each
of Ms. McCarty and Messrs. Bolduc, Dow, Stevens, and Tatoian, and 5,354
options for Messrs. Marek and Leary.

(3) Reflects the dollar value of dividends paid on stock awards. Also includes
$2,466, $4,203, $2,466, $2,518, and $2,518 for Ms. McCarty and Messrs. Dow
and Marek, Stevens and Tatoian, respectively, which represents the amount
accrued in connection with the Bank's Director Fee Continuation Plan. See
"--Directors' Retirement Plan."

(4) Mr. Pryor retired from the Board of Directors on August 14, 2008.

(5) Ms. Reinhard was appointed to the Company's Board of Directors on June 8,
2009.

Cash Retainer and Meeting Fees for Non-Employee Directors. The following
table sets forth the applicable retainers and fees that will be paid to our
non-employee directors for their service on the Boards of Directors of the
Company and the Bank during fiscal 2008.

Annual Retainer for New England Bancshares Board Service ........... $4,000

Annual Retainer for New England Bank ............................... $4,000

Fee for Attendance at New England Bank Board Meetings .............. $400 ($450 for Chairman)

Fee for Attendance at New England Bank Committee Meetings
(except Executive Committee) .................................... $400 ($450 for Committee Chairman)

Fee for Attendance at New England Bank Executive Credit Committee
Meetings ........................................................ $200 ($225 for Committee Chairman)

Directors' Retirement Plan. The Bank established a Director Fee Continuation
Plan to provide the directors serving on the board as of the date of the plan's
implementation with a retirement income supplement. The plan has five
participants. Under the plan, participants are entitled to an annual benefit, as
of their retirement date, of $1,000 for each full year of service as a director
from June 1, 1995, plus $250 for each full year of service as a director before
June 1, 1995. The maximum benefit under the plan is $6,000 per year, payable in
ten annual installments. For purposes of the plan, "retirement date" is defined
as the June 1st following a director's 70th birthday. Upon an eligible retired
director's death, but before the ten payments have been made, New England Bank
must pay the director's beneficiary, at its option, a discounted lump sum
payment equal to the remaining payments or the remaining installment payments.
If an active eligible non-employee director dies before his or her retirement
date, the Bank must pay the director's designated beneficiary a benefit equal to
the discounted value of the ten annual installments the director would have been
entitled to had he or she lived to his or her retirement date. The benefit is
payable, at the Bank's discretion, in a lump sum or in ten annual installments.
The Bank has acquired life insurance policies for each of the eligible
non-employee directors as an informal source of funding for its obligations
under the plan.

Stock Ownership

The following table provides information as of June 22, 2009, with respect
to persons known by the Company to be the beneficial owners of more than 5% of
the Company's outstanding common stock. A person may be considered to own any
shares of common stock over which he or she has, directly or indirectly, sole or
shared voting or investing power. Percentages shown are based upon 6,391,156
shares of the Company's common stock outstanding at June 22, 2009.

Number of Shares Percent of Common
Name and Address Owned Stock Outstanding
- ---------------- ---------------- -----------------

Enfield Federal Savings and Loan Association 390,457(1) 6.11%
Employee Stock Ownership Plan
855 Enfield Street
Enfield, Connecticut 06082

Investors of America, Limited Partnership 333,136(2) 5.21%
James F. Dierberg
Dierberg Operating Foundation, Inc.
135 North Meramec
Clayton, Missouri 63105

- ----------
(1) Includes 249,291 shares that have not been allocated to participants'
accounts. Under the terms of the ESOP, the ESOP trustee will vote shares
allocated to participants' accounts in the manner directed by the
participants. The ESOP trustee, subject to its fiduciary responsibilities,
will vote unallocated shares and allocated shares for which no timely
voting instructions are received in the same proportion as shares for
which the trustee has received timely voting instructions from
participants.

(2) Pursuant to a joint Schedule 13G/A filed by Investors of America, Limited
Partnership, James F. Dierberg and Dierberg Operating Foundation, Inc. on
February 9, 2009. Investors of America, Limited Partnership reported
beneficial ownership of 333,136 shares, James F. Dierberg reported
beneficial ownership of 30,000 shares and Dierberg Operating Foundation,
Inc. reported beneficial ownership of 5,200 shares.

The following table provides information about the shares of our common
stock that may be considered to be owned by each of our directors and nominees
for director, by the executive officers named in the Summary Compensation Table,
and by all of our directors, nominees for director, and executive officers as a
group as of June 22, 2009. A person may be considered to own any shares of
common stock over which he or she has, directly or indirectly, sole or shared
voting or investment power. Unless otherwise indicated, none of the shares shown
have been pledged as collateral and each of the named individuals has sole
voting and investment power with respect to the shares shown.

Number of Shares
That May Be
Number of Shares Acquired Within 60 Percent of
Owned (excluding Days by Common Stock
Name options) (1)(2) Exercising Options Outstanding (3)
- ---------------------------------------- ---------------- ------------------ ---------------

Thomas O. Barnes ....................... 20,874 -- *
Lucien P. Bolduc ....................... 13,299 16,640 *
Edmund D. Donovan ...................... 18,687 -- *
Peter T. Dow ........................... 24,782(4) 16,640 *
William C. Leary ....................... 20,259 2,142 *
Myron J. Marek ......................... 19,021 2,142 *
Dorothy K. McCarty ..................... 13,714 16,640 *
Scott D. Nogles ........................ 36,441 10,704 *
David J. O'Connor ...................... 86,408(5) 104,215 2.9%
John F. Parda .......................... 27,483(6) 17,809 *
David J. Preleski ...................... 3,576 -- *
Kathryn C. Reinhard .................... -- -- *
Richard K. Stevens ..................... 31,223 16,640 *
Richard M. Tatoian ..................... 13,530 16,640 *

All executive officers, directors and
director nominees as a group (15
persons) ............................... 329,297 220,612 8.3%

- ----------
* Less than 1% of shares outstanding

(1) Includes unvested shares of restricted stock held in trust under the New
England Bancshares, Inc. 2003 Stock-Based Incentive Plan and the New
England Bancshares, Inc. 2006 Equity Incentive Plan, with respect to which
the beneficial owner has voting but not investment power as follows:
Messrs. Bolduc, Dow, Leary, Marek, Stevens and Tatoian and Ms.
McCarty--2,019 shares; Messrs. Nogles and Parda--3,000 shares; and Mr.
O'Connor--11,780 shares.

(2) Includes shares allocated under the Bank's Employee Stock Ownership Plan,
with respect to which the individual has voting but not investment power
as follows: Mr. Nogles--7,209 shares; Mr. O'Connor--18,772 shares; and Mr.
Parda--10,195 shares.

(3) Based on 6,391,156 shares of our common stock outstanding as of June 22,
2009, plus the number of shares that each person may acquire within 60
days by exercising stock options.

(4) Includes 15,620 shares held in a trust in which Mr. Dow shares voting and
investment power.

(5) Includes 703 shares held in trust in which Mr. O'Connor shares voting and
investment power.

(6) Includes 464 shares held in trust in which Mr. Parda shares voting and
investment power.

Proposal 1 -- Election of Directors

The Company's Board of Directors currently consists of 12 members. The
Board is divided into three classes, each with three-year staggered terms, with
approximately one-third of the directors elected each year. The nominees for
election this year are Lucien P. Bolduc, Edmund D. Donovan, Myron J. Marek and
Kathryn C. Reinhard. Messrs. Bolduc, Donovan and Marek and Ms. Reinhard are
current directors of the Company. Messrs. Bolduc, Donovan and Marek are also
current directors of New England Bank.

Each of the directors of the Company is considered independent under the
current listing standards of the Nasdaq Stock Market, Inc., except for David J.
O'Connor, who is an employee of the Company and New England Bank. In determining
the independence of its directors, the Board considered transactions,
relationships or arrangements between the Company and the Bank and the directors
that are not required to be disclosed in this proxy statement under the heading
"Transactions with Related Persons," including loans with New England Bank.

It is intended that the proxies solicited by the Board of Directors will
be voted for the election of the nominees named above. If any nominee is unable
to serve, the persons named in the proxy card will vote your shares to approve
the election of any substitute proposed by the Board of Directors.
Alternatively, the Board of Directors may adopt a resolution to reduce the size
of the Board. At this time, the Board of Directors knows of no reason why any
nominee might be unable to serve.

The Board of Directors recommends a vote "FOR" the election of each of the
nominees.

Information regarding the nominees and the directors continuing in office
is provided below. Unless otherwise stated, each individual has held his or her
current occupation for the last five years. Years of service as a director of
New England Bank includes service with Valley Bank and Enfield Federal Savings
and Loan Association prior to their merger and change of name to New England
Bank in April 2009. The age indicated in each nominee's biography is as of March
31, 2009.

Nominees for Election of Directors

The nominees standing for election for terms of three years are:

Lucien P. Bolduc is a certified public accountant with the accounting firm
of Mercik, Kuczarski & Bolduc, LLC located in Enfield, Connecticut. Age 49.
Director of the Company and the Bank since 2002.

Edmund D. Donovan serves as Executive Vice President of Nickson
Industries, Inc., a Plainville, Connecticut manufacturer of automotive exhaust
hardware and has been in its employ since 1977. He is also involved in real
estate development in Southington, Connecticut. Age 65. Director of the Company
since 2007 and the Bank since 1998.

Myron J. Marek is a retired retail jeweler. Age 76. Director of the
Company since 2002 and the Bank since 1987.

Kathryn C. Reinhard has been employed by the Southington Board of
Education as a substitute teacher and tutor since 1997. She served on the board
of directors of The Apple Valley Bank & Trust Company from 1999 until it was
merged into New England Bank in June 2009. Appointed as a director of the
Company in June 2009. Age 56.

Directors Continuing in Office

The following directors have terms ending in 2010:

David J. O'Connor was the President and Chief Executive Officer of Enfield
Federal from 1999 until its merger with the Bank in April 2009 when he became
the President and Chief Executive Officer of the Bank. Mr. O'Connor has been
Chief Executive Officer of New England Bancshares since 2002. Mr. O'Connor has
over 38 years of banking experience in New England. Before joining Enfield
Federal, he was the Executive Vice President, Treasurer and Chief Financial
Officer of The Berlin City Bank, a community bank in New Hampshire. Age 62.
Director of the Company since 2002 and the Bank since 1999.

David J. Preleski is a principal in the law firm of Vitrano, Preleski &
Wynne, LLC where he has been employed since 1996. Attorney Preleski's previous
experience includes a twenty year career in banking with Bristol Savings Bank,
First Federal Bank and Webster Financial Corporation. He is a former President
and Corporator of Bristol Savings Bank and has experience as a legal liaison
with bank regulatory agencies. He is a Director of the New England Carousel
Museum and a Past President of the Board of Directors of the Family Center. Age
52. Director of the Company since 2008 and the Bank since 1998.

Richard K. Stevens is owner and President of Leete-Stevens, Inc., a
funeral home located in Enfield, Connecticut. Age 62. Director of the Company
since 2002 and the Bank since 1995.

Richard M. Tatoian is a self-employed attorney practicing in Enfield,
Connecticut. Age 63. Director of the Company since 2002 and the Bank since 1995.

The following directors have terms ending in 2011:

Thomas O. Barnes is the Chairman of the Board of Barnes Group, Inc. where
he has been employed since 1993. Barnes Group, Inc. is a public company involved
in various manufacturing and distribution enterprises. Mr. Barnes is currently
Chairman of the Board of the Connecticut Children's Medical Center and has
served on many other boards of charitable organizations. Age 60. Director of the
Company since 2007 and the Bank since 1998.

Peter T. Dow was the President of Dow Mechanical Corporation, a
manufacturer of quality control inspection equipment, located in Enfield,
Connecticut, until 2005. Mr. Dow has been a consultant with Dow Gage LLC, which
provides consulting advice to manufacturing companies, since December 2005. Mr.
Dow was appointed Chairman of the Board of Directors of the Company and the Bank
in April 2004. Age 69. Director of the Bank since 1982.

William C. Leary has been a judge for the Probate Court of Windsor Locks
since 1971 and a partner with the firm of O'Malley, Deneen, Leary, Messina and
Oswecki since 1994. Mr. Leary served as the Chairman of the Board of Windsor
Locks Community Bank, FSL from March 2002 until its acquisition by Enfield
Federal in December 2003. Age 70. Director of the Company and the Bank since
2003.

Dorothy K. McCarty is a retired town clerk of Suffield, Connecticut. Age
78. Director of the Company since 2002 and the Bank since 1990.

Proposal 2 -- Ratification of Independent Auditors

The Audit Committee of the Board of Directors has appointed Shatswell,
MacLeod & Company, P.C. to be the Company's auditors for the 2009 fiscal year,
subject to ratification by stockholders. A representative of Shatswell, MacLeod
& Company, P.C. is expected to be present at the annual meeting to respond to
appropriate questions from stockholders and will have the opportunity to make a
statement should he or she desire to do so.

If the ratification of the appointment of the auditors is not approved by
a majority of the votes cast by stockholders at the annual meeting, other
independent public accountants may be considered by the Audit Committee of the
Board of Directors.

The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of Shatswell, MacLeod & Company, P.C. as
independent auditors.

Audit Fees

The following table sets forth the fees billed to the Company for the
fiscal years ending March 31, 2009 and 2008 by Shatswell, MacLeod & Company,
P.C.:

2009 2008
-------- -------
Audit Fees .................. $104,500 $72,961
Audit-Related Fees .......... -- --
Tax Fees(1) ................. 9,000 12,447

- ----------
(1) Consists of tax filings and tax-related compliance and other advisory
services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditor

The Audit Committee is responsible for appointing, setting compensation
and overseeing the work of the independent registered public accounting firm. In
accordance with its charter, the Audit Committee approves, in advance, all audit
and permissible non-audit services to be performed by the independent registered
public accounting firm. Such approval process ensures that the external auditor
does not provide any non-audit services to the Company that are prohibited by
law or regulation.

In addition, the Audit Committee has established a policy regarding
pre-approval of all audit and permissible non-audit services provided by the
independent registered public accounting firm. Requests for services by the
independent registered public accounting firm for compliance with the auditor
services policy must be specific as to the particular services to be provided.
The request may be made with respect to either specific services or a type of
service for predictable or recurring services. During the year ended March 31,
2009, all services were approved, in advance, by the Audit Committee in
compliance with these procedures.

Audit Committee Report

The Company's management is responsible for the Company's internal
controls and financial reporting process. The independent auditors are
responsible for performing an independent audit of the Company's consolidated
financial statements and issuing an opinion on the conformity of those financial

statements with generally accepted accounting principles. The Audit Committee
oversees the Company's internal controls and financial reporting process on
behalf of the Board of Directors.

In this context, the Audit Committee has met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles and the Audit Committee
has reviewed and discussed the consolidated financial statements with management
and the independent auditors. The Audit Committee discussed with the independent
auditors matters required to be discussed by Statement on Auditing Standards No.
61, as amended, including the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments and the
clarity of the disclosures in the financial statements.

In addition, the Audit Committee has received the written disclosures and
the letter from the independent auditors required by applicable requirements of
the Public Company Accounting Oversight Board regarding the independent
registered public accounting firm's communications with the Audit Committee
concerning the independent registered public accounting firm's independence. In
concluding that the auditors are independent, the Audit Committee considered,
among other factors, whether the non-audit services provided by the auditors
were compatible with its independence.

The Audit Committee discussed with the Company's independent auditors the
overall scope and plans for their audit. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of its examination, its evaluation of the Company's internal controls,
and the overall quality of the Company's financial reporting.

In performing all of these functions, the Audit Committee acts only in an
oversight capacity. In its oversight role, the Audit Committee relies on the
work and assurances of the Company's management, which has the primary
responsibility for financial statements and reports, and of the independent
auditors who, in their report, express an opinion on the conformity of the
Company's financial statements to generally accepted accounting principles. The
Audit Committee's oversight does not provide it with an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles or policies, or appropriate internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions with management and the independent auditors do
not assure that the Company's financial statements are presented in accordance
with generally accepted accounting principles, that the audit of the Company's
financial statements has been carried out in accordance with generally accepted
auditing standards or that the Company's independent auditors are in fact
"independent."

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the board has approved,
that the audited consolidated financial statements be included in the Company's
Annual Report on Form 10-K for the year ended March 31, 2009 for filing with the
Securities and Exchange Commission. The Audit Committee also has approved,
subject to stockholder ratification, the selection of the Company's independent
auditors, for the fiscal year ending March 31, 2010.

Audit Committee of the Board of Directors of New England Bancshares, Inc.

Richard M. Tatoian (Chairman)
Lucien P. Bolduc
Richard K. Stevens

Executive Compensation

Summary Compensation Table

The following information is furnished for all individuals serving as the
principal executive officer of the Company, as well as the two other most highly
compensated executive officers of the Company who received total compensation of
$100,000 or more during the fiscal year ended March 31, 2009, referred to herein
as the "named executive officers."

- ------------------------------------------------------------------------------------------------------------------
Stock All Other
Name and Awards Option Compensation
Principal Position Year Salary ($) Bonus ($) ($)(1) Awards ($)(2) ($)(3) Total ($)
- ------------------------------------------------------------------------------------------------------------------

David J. O'Connor 2009 300,000 42,500 38,877 40,642 65,840 487,859
Chief Executive Officer ----------------------------------------------------------------------------------------
2008 250,000 60,000 88,311 79,867 71,555 549,733
- ------------------------------------------------------------------------------------------------------------------
John F. Parda 2009 130,000 15,000 9,000 11,159 39,456 204,615
Executive Vice President ----------------------------------------------------------------------------------------
and Chief Loan Officer 2008 113,000 13,000 26,102 19,002 38,406 209,510
- ------------------------------------------------------------------------------------------------------------------
Scott D. Nogles 2009 155,000 16,000 9,000 12,982 37,583 230,565
Executive Vice President ----------------------------------------------------------------------------------------
and Chief Financial 2008 120,000 20,000 12,840 12,982 34,040 199,862
Officer
- ------------------------------------------------------------------------------------------------------------------

- ----------
(1) Reflects the dollar amount recognized for financial statement reporting
purposes in accordance with SFAS 123(R). Upon issuance of shares of
restricted stock, unearned compensation equivalent to the market value at
the date of grant is charged to the capital accounts and subsequently
amortized to expense over the five-year vesting period. For further
information on the assumptions used to compute the fair value, see Note 13
to the Notes to the Financial Statements contained in the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2009. When shares
become vested and are distributed from the trust in which they are held,
the recipient will also receive an amount equal to accumulated cash and
stock dividends (if any) paid with respect thereon, plus earnings thereon.

(2) Reflects the dollar amount recognized for financial statement reporting
purposes in accordance with SFAS 123(R). The Company uses the
Black-Scholes option pricing model to estimate its compensation cost for
stock option awards. For further information on the assumptions used to
compute the fair value, see Note 13 to the Notes to the Financial
Statements contained in the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 2009. The actual value, if any, realized from
any option will depend on the extent to which the market value of the
common stock exceeds the exercise price of the option on the date the
option is exercised.

(3) Details of the amounts reported in the "All Other Compensation" column for
2009 are provided in the table that follows:

- --------------------------------------------------------------------------------
Item: 2009 All Other Compensation Mr. O'Connor Mr. Parda Mr. Nogles
- --------------------------------------------------------------------------------

Employer contribution to 401(k) plan $ 7,102 $3,156 $ 4,650
- --------------------------------------------------------------------------------
Market value of allocations under the 30,039 18,253 21,132
employee stock ownership plan
- --------------------------------------------------------------------------------
Value of insurance premiums under 6,916 237 43
endorsement method split-dollar life
insurance arrangement
- --------------------------------------------------------------------------------
Value of life insurance policy 756 506 548
- --------------------------------------------------------------------------------
Dividends paid on stock awards 883 225 225
- --------------------------------------------------------------------------------
Perquisites(a) 20,144 17,079 10,985
- --------------------------------------------------------------------------------
Total $65,840 $39,456 $37,583
- --------------------------------------------------------------------------------

(a) Perquisites include insurance premiums, club dues, personal use of company
car and spousal travel expense for Mr. O'Connor; insurance premiums, car
allowance and spousal travel expense for Mr. Parda; and insurance premiums
for Mr. Nogles.

Employment Agreements. New England Bank and New England Bancshares each
maintain an employment agreement with Mr. O'Connor. The employment agreements
are intended to ensure that New England Bancshares and New England Bank will be
able to retain Mr. O'Connor's services. The continued success of New England
Bancshares and New England Bank depends to a significant degree on the skills
and competence of Mr. O'Connor.

The employment agreements each provide for a three-year term. The Bank
employment agreement is renewable on an annual basis following a review of Mr.
O'Connor's performance by the Board of Directors. The New England Bancshares
employment agreement renews daily. The employment agreements provide that Mr.
O'Connor's base salary will be reviewed at least annually. Mr. O'Connor's
current base salary is $310,500.

In addition to the base salary, Mr. O'Connor's employment agreements
provide for, among other things, participation in stock benefit plans and other
fringe benefits applicable to executive personnel. Under the terms of both of
the employment agreements, Mr. O'Connor will be entitled to receive a severance
benefit if he is terminated by New England Bank or New England Bancshares
without cause or he voluntarily terminates for reasons constituting "good
reason" under the agreements. The severance benefit he would be entitled to is a
single cash lump payment equal to the base salary payments due to him for the
remaining term of the employment agreement and the contributions that would have
been made on his behalf to any employee benefit plans of New England Bancshares
and New England Bank during the remaining term of the employment agreements. In
addition, New England Bancshares or New England Bank would be required to
continue to provide Mr. O'Connor with continued life insurance and non-taxable
medical and dental coverage for the remaining term of the employment agreements,
provided, however if Mr. O'Connor is no longer eligible to receive such
coverage, New England Bancshares or New England Bank will pay Mr. O'Connor the
cash equivalent of such coverage within 10 days following his termination.

The employment agreements also provide for a severance benefit if Mr.
O'Connor's employment is voluntarily terminated for "good reason" or
involuntarily terminated without cause within two years following a change in
control of New England Bancshares or New England Bank. The severance payment
would be a lump sum payment equal to three times the average of Mr. O'Connor's
five preceding taxable years' annual compensation. In addition, Mr. O'Connor
would be entitled to receive a lump sum payment equal to the contributions that
would have been made on his behalf to any employee benefit plans of New England
Bancshares and New England Bank for a 36-month period following his date of
termination. Finally, New England Bancshares or New England Bank would be
required to continue to provide Mr. O'Connor with continued life insurance and
non-taxable medical and dental coverage for a 36-month period following his date
of termination, provided, however if Mr. O'Connor is no longer eligible to
receive such coverage, New England Bancshares or New England Bank will pay Mr.
O'Connor the value of such coverage within 10 days following his termination.

Mr. O'Connor would also be entitled to receive an additional tax
indemnification payment under the New England Bancshares employment agreement if
payments under the agreements or any other payments triggered liability under
the Internal Revenue Code as an excise tax constituting "excess parachute
payments." Under applicable law, the excise tax is triggered by change in
control-related payments that equal or exceed three times the executive's
average annual compensation over the five years preceding the change in control.
The excise tax equals 20% of the amount of the payment in excess of one times
the executive's average compensation over the preceding five-year period.

Payments to Mr. O'Connor under the New England Bank employment agreement
are guaranteed by New England Bancshares if payments or benefits are not paid by
New England Bank. Payment under the New England Bancshares employment agreement
will be made by New England Bancshares. Even though both the Bank and the New
England Bancshares employment agreements provide for a severance

payment, Mr. O'Connor would only be entitled to receive a severance payment
under one agreement. The employment agreements also provide that New England
Bank and New England Bancshares will indemnify Mr. O'Connor to the fullest
extent legally allowable.

The employment agreements restrict Mr. O'Connor from competing against New
England Bancshares or New England Bank for a period of one year from the date of
termination of the agreement if Mr. O'Connor is terminated without cause, except
if such termination occurs after a change in control.

Change in Control Agreements. The Bank currently maintains a two-year
change in control agreement with each of Messrs. Parda and Nogles. Each year,
the Board of Directors may extend the term of each agreement for an additional
one-year period. Each agreement provides that if the executive's employment is
involuntarily terminated without cause or voluntarily terminated for Good Reason
within two years following a change in control of the New England Bancshares or
New England Bank, the executive would be entitled to receive a lump sum
severance payment equal to 2.99 times his "base amount," as defined under the
Internal Revenue Code, which will be paid within 5 days following the
executive's date of termination. In addition, New England Bank would be required
to continue to provide the executive with continued life insurance and
non-taxable medical and dental coverage for a 24-month period following his date
of termination, provided, however if the executive is no longer eligible to
receive such coverage, the Bank will pay the executive the value of such
coverage within 10 days following his date of termination.

Payments to the executive under each agreement will be paid by New England
Bancshares if payments (or other benefits) are not paid by New England Bank. In
the event payments made to the executive include an "excess parachute payment"
as defined in Section 280G of the Internal Revenue Code, such payments will be
cutback by the minimum dollar amount necessary to avoid this result.

Supplemental Executive Retirement Plans. New England Bank maintains the
Executive Supplemental Retirement Plan, as amended and restated, to provide Mr.
O'Connor with, upon his attainment of age 65, an annual retirement benefit of
$172,796 payable in equal monthly installments over a period equal to the later
of: (1) 20 years following Mr. O'Connor's retirement or termination of
employment for reason other than cause; or (2) Mr. O'Connor's lifetime (the
"SERP Benefit"). If Mr. O'Connor voluntarily terminates his employment with New
England Bank, Mr. O'Connor will be entitled to receive the balance of his
accrued SERP Benefit as of the date of his termination, which will commence upon
his attainment of age 65 and will be payable in equal monthly installments over
a period equal to the later of: (1) 20 years; or (2) Mr. O'Connor's lifetime. If
Mr. O'Connor is discharged from New England Bank for reasons other than cause,
he will be entitled to the full SERP Benefit. If Mr. O'Connor dies before the
completion of benefit payments under the plan, his beneficiary will receive the
remaining installments due from the plan. If a change in control occurs (as
defined in the plan), followed by Mr. O'Connor's voluntary or involuntary
termination of employment with New England Bank, Mr. O'Connor will receive a
lump sum payment equal to the actuarial equivalent of the full SERP Benefit. The
lump sum payment will be made within 30 days following Mr. O'Connor's
termination of employment in connection with a change in control.

New England Bank has established a rabbi trust to hold the insurance
policies purchased to satisfy the obligations of New England Bank with respect
to the Executive Supplemental Retirement Plan. Until the plan benefits are paid
to Mr. O'Connor, creditors may make claims against the trust's assets if the
Bank becomes insolvent. As of March 31, 2009, New England Bank had accrued $1.3
million for its liabilities under this plan.

In addition to the Executive Supplemental Retirement Plan, New England
Bank maintains a Supplemental Executive Retirement Plan. This plan provides
restorative payments to designated

executives who are prevented from receiving the full benefits under the ESOP or
the full matching contribution under the 401(k) Plan due to the legal
limitations imposed on tax-qualified plans. The Board of Directors of New
England Bank has designated Mr. O'Connor to participate in the plan. In addition
to providing for benefits lost under the ESOP and the 401(k) Plan, the
supplemental executive retirement plan also provides supplemental benefits to
participants upon a change in control (as defined in the plan) before the
complete scheduled repayment of the ESOP loan. Generally, upon such an event,
the supplemental executive retirement plan will provide the participant with a
benefit equal to what the participant would have received under the ESOP had he
or she remained employed throughout the term of the ESOP loan, less the benefits
actually provided. The participants' benefit under the plan will commence within
90 days following the first to occur: (i) the participants' termination of
employment; (ii) the participants' disability; (iii) the participants' death; or
(iv) a change in control of New England Bank or New England Bancshares.

Split-Dollar Life Insurance. New England Bank maintains a split-dollar
life insurance arrangement to provide Mr. O'Connor with a death benefit. Under
the terms of the arrangement, title and ownership of the life insurance policy
resides with New England Bank, and New England Bank pays all of the insurance
premiums. Upon Mr. O'Connor's death, his beneficiaries will be entitled to 25%
of the total proceeds, less the cash value of the policy. New England Bank will
be entitled to the remaining life insurance proceeds. New England Bank will be
entitled at all times to the cash surrender value of the life insurance policy.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning unexercised options
and stock awards that have not vested as of March 31, 2009 for each named
executive officer. The number of options reflect the exchange of an option to
purchase one share of former New England Bancshares common stock for an option
to purchase 2.3683 shares of current New England Bancshares common stock on
December 28, 2005 in connection with the Company's second-step conversion. A
corresponding adjustment was also made to each option's exercise price. In
addition, restricted stock award numbers reflect the exchange of 2.3683 shares
of restricted stock for each share of restricted stock granted prior to the
second-step conversion.

- -----------------------------------------------------------------------------------------------------------
Option Awards Stock Awards
- -----------------------------------------------------------------------------------------------------------
Number of Number of Number of Market Value
Securities Securities Shares or of Shares or
Underlying Underlying Option Units of Stock Units of Stock
Unexercised Unexercised Exercise Option That Have That Have Not
Options (#) Options (#) Price Expiration Not Vested Vested
Name Exercisable Unexercisable ($) Date (#) ($)(1)
- -----------------------------------------------------------------------------------------------------------

David J. O'Connor 19,634(2) 29,451(2) $12.84 9/11/16 11,780(2) $70,916
84,581(3) -- 6.40 2/11/13 -- --
- -----------------------------------------------------------------------------------------------------------
John F. Parda 1,000(4) 4,000(4) 13.29 4/9/17 3,000(2) $18,060
1,600(2) 2,400(2) 12.84 9/11/16 -- --
4,737(5) --(5) 8.17 5/10/14 -- --
9,473(3) -- 6.40 2/11/13 -- --
- -----------------------------------------------------------------------------------------------------------
Scott D. Nogles 1,000(4) 4,000(4) 13.29 4/9/17 3,000(2) $18,060
1,600(2) 2,400(2) 12.84 9/11/16 -- --
7,104(5) -- 8.17 5/10/14 -- --
- -----------------------------------------------------------------------------------------------------------

- ----------
(1) The market value of unvested restricted stock is based upon the closing
price of the Company's common stock on March 31, 2009, of $6.02 per share.

(2) Granted pursuant to the New England Bancshares, Inc. 2006 Equity Incentive
Plan and vest in five equal annual installments commencing on September
11, 2007.

(3) Granted pursuant to the New England Bancshares, Inc. 2003 Stock-Based
Incentive Plan and vest in five equal annual installments commencing on
February 11, 2004.

(4) Granted pursuant to the New England Bancshares, Inc. 2006 Equity Incentive
Plan and vest in five equal annual installments commencing on April 9,
2008.

(5) Granted pursuant to the New England Bancshares, Inc. 2003 Stock-Based
Incentive Plan and vest in five equal annual installments commencing on
May 10, 2005.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
These individuals are required by regulation to furnish the Company with copies
of all Section 16(a) reports they file.

Based solely on its review of the copies of the reports it has received
and written representations provided to the Company from the individuals
required to file the reports, the Company believes that each of its executive
officers and directors has complied with applicable reporting requirements for
transactions in Company common stock during the fiscal year ended March 31,
2009, except for one late Form 4 reporting the purchase of 500 shares of Company
common stock filed by former director James J. Pryor, who retired on August 13,
2008.

Transactions with Related Persons

The Sarbanes-Oxley Act of 2002 generally prohibits loans by the Company to
its executive officers and directors. However, the Sarbanes-Oxley Act contains a
specific exemption from such prohibition for loans by New England Bank to its
executive officers and directors in compliance with federal banking regulations.
Federal regulations require that all loans or extensions of credit to executive
officers and directors of insured financial institutions must be made on
substantially the same terms,
17

including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and must not involve more than the
normal risk of repayment or present other unfavorable features. New England Bank
is therefore prohibited from making any new loans or extensions of credit to
executive officers and directors at different rates or terms than those offered
to the general public. Notwithstanding this rule, federal regulations permit New
England Bank to make loans to executive officers and directors at reduced
interest rates if the loan is made under a benefit program generally available
to all other employees and does not give preference to any executive officer or
director over any other employee.

The Audit Committee of the Board of Directors periodically reviews a
summary of the Company's transactions with directors and executive officers of
the Company and with firms that employ directors, as well as other related
person transactions, to recommend to the disinterested members of the Board of
Directors that the transactions are fair, reasonable and within Company policy
and should be ratified and approved. Besides including such requirement in the
Audit Committee Charter, the Company does not maintain written policies or
procedures for the review, approval or ratification of certain transactions with
related persons. However, in accordance with banking regulations, the Board of
Directors reviews all loans made to a director or executive officer in an amount
that, when aggregated with the amount of all other loans to such person and his
or her related interests, exceed the greater of $25,000 or 5% of the Company's
capital and surplus (up to a maximum of $500,000) and such loan must be approved
in advance by a majority of the disinterested members of the Board of Directors.
Additionally, pursuant to the Company's Code of Ethics and Business Conduct, all
executive officers and directors of the Company must disclose any existing or
emerging conflicts of interest to the Company's legal counsel. Such potential
conflicts of interest include, but are not limited to, the following: (1) the
Company conducting business with or competing against an organization in which a
family member of an executive officer or director has an ownership or employment
interest and (2) the ownership of more than 1% of the outstanding securities or
1% of total assets of any business entity that does business with or is in
competition with the Company.

Nominating Committee Procedures

General

It is the policy of the Nominating Committee of the Board of Directors of
the Company to consider director candidates recommended by stockholders who
appear to be qualified to serve on the Company's Board of Directors. The
Nominating Committee may choose not to consider an unsolicited recommendation if
no vacancy exists on the Board of Directors and the Nominating Committee does
not perceive a need to increase the size of the Board of Directors. To avoid the
unnecessary use of the Nominating Committee's resources, the Nominating
Committee will consider only those director candidates recommended in accordance
with the procedures set forth below.

Procedures to be Followed by Stockholders

To submit a recommendation of a director candidate to the Nominating
Committee, a stockholder should submit the following information in writing,
addressed to the Chairman of the Nominating Committee, care of the Corporate
Secretary, at the main office of the Company:

1. The name of the person recommended as a director candidate;

2. All information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended;

3. The written consent of the person being recommended as a director
candidate to being named in the proxy statement as a nominee and to
serving as a director if elected;

4. As to the stockholder making the recommendation, the name and
address of such stockholder as they appear on the Company's books;
provided, however, that if the stockholder is not a registered
holder of the Company's common stock, the stockholder should submit
his or her name and address along with a current written statement
from the record holder of the shares that reflects ownership of the
Company's common stock; and

5. A statement disclosing whether such stockholder is acting with or on
behalf of any other person and, if applicable, the identity of such
person.

In order for a director candidate to be considered for nomination at the
Company's annual meeting of stockholders, the recommendation must be received by
the Nominating Committee at least 120 calendar days before the date the
Company's proxy statement was released to stockholders in connection with the
previous year's annual meeting, advanced by one year.

Process for Identifying and Evaluating Nominees

The process that the Nominating Committee follows to identify and evaluate
individuals to be nominated for election to the Board of Directors is as
follows:

Identification. For purposes of identifying nominees for the Board of
Directors, the Nominating Committee relies on personal contacts of the committee
members and other members of the Board of Directors, as well as its knowledge of
members of the communities served by New England Bank. The Nominating Committee
will also consider director candidates recommended by stockholders in accordance
with the policy and procedures set forth above. The Nominating Committee has not
previously used an independent search firm to identify nominees.

Evaluation. In evaluating potential nominees, the Nominating Committee
determines whether the candidate is eligible and qualified for service on the
Board of Directors by evaluating the candidate under certain criteria, which are
described below. If such individual fulfills these criteria, the Nominating
Committee will conduct a check of the individual's background and interview the
candidate to further assess the qualities of the prospective nominee and the
contributions he or she would make to the Board.

Qualifications. The Nominating Committee has adopted a set of criteria
that it considers when it selects individuals to be nominated for election to
the Board of Directors. A candidate must meet the eligibility requirements set
forth in the Company's Bylaws, which include an age limitation requirement and a
requirement that the candidate not have been subject to certain criminal and
regulatory actions. A candidate also must meet any qualification requirements
set forth in any Board or committee governing documents.

If the candidate is deemed eligible for election to the Board of
Directors, the Nominating Committee will then evaluate the prospective nominee
to determine if he or she possesses the following qualifications, qualities or
skills:

o contributes to the range of talent, skill and expertise appropriate
for the Board;

o financial, regulatory and business experience, knowledge of the
banking and financial service industries, familiarity with the
operations of public companies and ability to understand financial
statements;

o familiarity with the Company's market area and participation and
ties to local businesses and local civic, charitable and religious
organizations;

o personal and professional integrity, honesty and reputation;

o the ability to represent the best interests of the stockholders of
the Company and the best interests of the institution;

o the ability to devote sufficient time and energy to the performance
of his or her duties;

o independence under applicable Securities and Exchange Commission and
listing definitions; and

o current equity holdings in the Company.

The Committee will also consider any other factors the Nominating
Committee deems relevant, including age, diversity, size of the Board of
Directors and regulatory disclosure obligations.

With respect to nominating an existing director for re-election to the
Board of Directors, the Nominating Committee will consider and review an
existing director's Board and committee attendance and performance; length of
Board service; experience, skills and contributions that the existing director
brings to the Board; and independence.

Submission of Business Proposals
and Stockholder Nominations

The Company must receive proposals that stockholders seek to include in
the proxy statement for the Company's next annual meeting no later than March
13, 2009. If next year's annual meeting is held on a date more than 30 calendar
days from August 13, 2010, a stockholder proposal must be received by a
reasonable time before the Company begins to print and mail its proxy
solicitation for such annual meeting. Any stockholder proposals will be subject
to the requirements of the proxy rules adopted by the Securities and Exchange
Commission.

The Company's bylaws provide that, in order for a stockholder to make
nominations for the election of directors or proposals for business to be
brought before the annual meeting, a stockholder must deliver notice of such
nominations and/or proposals to the Secretary not less than 90 days before the
date of the annual meeting. However, if less than 100 days' notice or prior
public disclosure of the date of the annual meeting is given to stockholders,
such notice must be received not later than the close of business of the tenth
day following the day on which notice of the date of the annual meeting was
mailed to stockholders or prior public disclosure of the meeting date was made.
A copy of the bylaws may be obtained from the Company.

Stockholder Communications

The Company encourages stockholder communications to the Board of
Directors and/or individual directors. All communications from stockholders
should be addressed to New England Bancshares, Inc., 855 Enfield Street,
Enfield, Connecticut 06082. Communications to the Board of Directors or to
individual directors should be in the care of Nancy L. Grady, Corporate
Secretary. Communications regarding financial or accounting policies should be
sent to the Chair of the Audit Committee. All other communications should be
sent to the Chair of the Nominating Committee.

Miscellaneous

The Company will pay the cost of this proxy solicitation. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Company. Additionally, directors, officers and other
employees of the Company may solicit proxies personally or by telephone. None of
these persons will receive additional compensation for these activities.

The Company's Annual Report to Stockholders has been included with this
proxy statement. Any stockholder who has not received a copy of the Annual
Report may obtain a copy by writing to the Corporate Secretary of the Company.
The Annual Report is not to be treated as part of the proxy solicitation
material or as having been incorporated by reference into this proxy statement.

If you and others who share your address own your shares in "street name,"
your broker or other holder of record may be sending only one annual report and
proxy statement to your address. This practice, known as "householding," is
designed to reduce our printing and postage costs. However, if a shareholder
residing at such an address wishes to receive a separate annual report or proxy
statement in the future, he or she should contact the broker or other holder of
record. If you own your shares in "street name" and are receiving multiple
copies of our annual report and proxy statement, you can request householding by
contacting your broker or other holder of record.

BY ORDER OF THE BOARD OF DIRECTORS

Nancy L. Grady
Corporate Secretary

Enfield, Connecticut
July 10, 2009

REVOCABLE PROXY

NEW ENGLAND BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS

August 13, 2009
1:00 p.m., Local Time

----------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints the official proxy committee of New
England Bancshares, Inc. (the "Company"), consisting of Thomas O. Barnes, Peter
T. Dow, William C. Leary, Dorothy K. McCarty, David J. O'Connor, David J.
Preleski, Richard K. Stevens and Richard M. Tatoian or any of them, with full
power of substitution in each, to act as proxy for the undersigned, and to vote
all shares of common stock of the Company which the undersigned is entitled to
vote only at the Annual Meeting of Stockholders to be held on August 13, 2009 at
1:00 p.m., local time, at the Crowne Plaza Hotel, One Bright Meadow Boulevard,
Enfield, Connecticut and at any and all adjournments thereof, with all of the
powers the undersigned would possess if personally present at such meeting as
follows:

1. The election as directors of all nominees listed (unless the "For All
Except" box is marked and the instructions below are complied with).

Lucien P. Bolduc, Edmund D. Donovan, Myron J. Marek and Kathryn C.
Reinhard.

FOR ALL
FOR WITHHOLD EXCEPT
--- -------- -------

[ ] [ ] [ ]

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.

- --------------------------------------------------------------------------------

2. The ratification of the appointment of Shatswell, MacLeod & Company P.C.
as independent auditors of New England Bancshares, Inc. for the fiscal year
ending March 31, 2010.

FOR AGAINST ABSTAIN
--- ------- -------

[ ] [ ] [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy, properly signed and dated, will be voted
"FOR" each of the proposals listed. If any other business is presented at the
Annual Meeting, including whether or not to adjourn the meeting, this proxy will
be voted by the proxies in their judgment. At the present time, the Board of
Directors knows of no other business to be presented at the Annual Meeting. This
proxy also confers discretionary authority on the Proxy Committee of the Board
of Directors to vote with respect to the election of any person as director
where the nominees are unable to serve or for good cause will not serve and
matters incident to the conduct of the meeting.

Dated:
------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER

-----------------------------------
SIGNATURE OF CO-HOLDER (IF ANY)

The above signed acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement and an Annual Report to Stockholders.

Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.

---------------------------------------------------

PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

VOTE AUTHORIZATION FORM

----------

I understand that Bank of New York is the holder of record and custodian
of all shares of New England Bancshares, Inc. (the "Company") common stock
credited to me under New England Bank's Employees' Savings & Profit Sharing Plan
and Trust (the "401(k) Plan"). Further, I understand that my voting instructions
are solicited on behalf of the Company's Board of Directors for the Annual
Meeting of Stockholders to be held on August 13, 2009.

Accordingly, please vote my shares as follows:

1. The election as directors of all nominees listed (unless the "For All
Except" box is marked and the instructions below are complied with).

Lucien P. Bolduc, Edmund D. Donovan, Myron J. Marek and Kathryn C.
Reinhard.

FOR ALL
FOR WITHHOLD EXCEPT
--- -------- -------

[ ] [ ] [ ]

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.

- --------------------------------------------------------------------------------

2. The ratification of the appointment of Shatswell, MacLeod & Company P.C.
as independent auditors of New England Bancshares, Inc. for the fiscal year
ending March 31, 2010.

FOR AGAINST ABSTAIN
--- ------- -------

[ ] [ ] [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

The Trustee is hereby authorized to vote the shares of Company common
stock credited to my account in the 401(k) Plan in its trust capacity as
indicated above.

- ----------------- ------------------------------
Date Signature

Please date, sign and return this form in the enclosed envelope no later
than August 6, 2009.

VOTE AUTHORIZATION FORM

----------

I understand that First Bankers Trust Services, Inc. is the holder of
record and custodian of all shares of New England Bancshares, Inc. (the
"Company") common stock allocated to me under New England Bank's Employee Stock
Ownership Plan. Further, I understand that my voting instructions are solicited
on behalf of the Company's Board of Directors for the Annual Meeting of
Stockholders to be held on August 13, 2009.

Accordingly, please vote my shares as follows:

1. The election as directors of all nominees listed (unless the "For All
Except" box is marked and the instructions below are complied with).

Lucien P. Bolduc, Edmund D. Donovan, Myron J. Marek and Kathryn C.
Reinhard.

FOR ALL
FOR WITHHOLD EXCEPT
--- -------- -------

[ ] [ ] [ ]

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.

- --------------------------------------------------------------------------------

2. The ratification of the appointment of Shatswell, MacLeod & Company P.C.
as independent auditors of New England Bancshares, Inc. for the fiscal year
ending March 31, 2010.

FOR AGAINST ABSTAIN
--- -------- -------

[ ] [ ] [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

The Trustee is hereby authorized to vote the shares of Company common
stock credited to my account in New England Bank's Employee Stock Ownership Plan
in its trust capacity as indicated above.

- ---------------- -------------------------------
Date Signature

Please date, sign and return this form in the enclosed envelope no later than
August 6, 2009.

VOTE AUTHORIZATION FORM

----------

I understand that First Banker's Trust Services, Inc. is the holder of
record and custodian of all unvested restricted shares of New England
Bancshares, Inc. (the "Company") common stock awarded to me under the New
England Bancshares, Inc. 2006 Equity Incentive Plan. Further, I understand that
my voting instructions are solicited on behalf of the Company's Board of
Directors for the Annual Meeting of Stockholders to be held on August 13, 2009.

Accordingly, please vote my shares as follows:

1. The election as directors of all nominees listed (unless the "For All
Except" box is marked and the instructions below are complied with).

Lucien P. Bolduc, Edmund D. Donovan, Myron J. Marek and Kathryn C.
Reinhard.

FOR ALL
FOR WITHHOLD EXCEPT
--- -------- -------

[ ] [ ] [ ]

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.

- --------------------------------------------------------------------------------

2. The ratification of the appointment of Shatswell, MacLeod & Company P.C.
as independent auditors of New England Bancshares, Inc. for the fiscal year
ending March 31, 2010.

FOR AGAINST ABSTAIN
--- -------- -------

[ ] [ ] [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

The Trustee is hereby authorized to vote the shares of Company common
stock credited to my account in the 2006 Equity Incentive Plan in its trust
capacity as indicated above.

- ---------------- -------------------------------
Date Signature

Please date, sign and return this form in the enclosed envelope no later than
August 6, 2009.