10.2 Form of Employee Change in Control Agreement

                           FIRST AMENDED AND RESTATED
                      EMPLOYEE CHANGE IN CONTROL AGREEMENT
                 NOT TO BE CONSTRUED AS AN EMPLOYMENT AGREEMENT

                      THE FIRST NATIONAL BANK OF LITCHFIELD
                     FIRST LITCHFIELD FINANCIAL CORPORATION
                                 13 North Street
                             Litchfield, Connecticut

         WHEREAS,  The First  National Bank of  Litchfield  (the "Bank") and its
parent  bank  holding  company,  First  Litchfield  Financial  Corporation  (the
"Holding   Company"),   wish  to  continue  to  employ  (insert  employee  name)
("Employee"), [address], as [insert employee's title] of the Bank.

         WHEREAS,  the Bank  and the  Holding  Company  expect  that  Employee's
contributions  and knowledge will continue to be of  significant  benefit to the
future growth and success of the Bank;

         WHEREAS,  the Boards of Directors  of the Bank and the Holding  Company
recognize  that a change in control of the Bank and/or the  Holding  Company may
occur and that the threat of such change in control may create  uncertainty  and
may  result  in the  distraction  or  departure  of long term  personnel  to the
detriment of the Bank and Holding Company and their stockholders;

         WHEREAS,  the Boards have determined that  appropriate  steps should be
taken to reinforce and  encourage  the continued  dedication of employees of the
Bank  including  Employee,  to their  assigned  duties in the face of  potential
circumstances involving the possibility of such a change in control; and

         WHEREAS, the Bank, the Holding Company and the Employee have previously
entered an Employee Change in Control  Agreement dated ___________ __, 2006 wish
to enter this First Amended and Restated  Employee  Change in Control  Agreement
(this  "Agreement") to reflect changes  required by Section 409A of the Internal
Revenue Code;

         NOW  THEREFORE,  in addition  to one dollar  ($1.00) and other good and
valuable  consideration  paid by the Bank to  Employee  and in  order to  induce
Employee  to  continue  employment  with  the Bank and to  continue  to  perform
Employee's  duties in a manner which is in the best  interests of the Bank,  the
Bank and Holding Company hereby agree to provide  Employee with certain benefits
in the  event  his/her  employment  with the Bank  terminates  or is  reassigned
subsequent  to a Change in Control  (as  defined in Section 2 hereof)  under the
circumstances described below.

         1. Term of Agreement;  Employment  Status.  This  Agreement  shall take
effect  when  signed by all  parties  and shall  remain in full force and effect
until  June 1,  2010.  All  employees  of Bank and  Holding  Company,  including
Employee, are employees at will. The terms of this Agreement,  therefore, do not
and are not  intended to create  either an express  and/or  implied  contract of
employment  with the Bank  and/or the Holding  Company.  This  Agreement  simply


                                       12
<PAGE>


provides  certain  potential  benefits to Employee in the event that a Change in
Control, as hereinafter defined, occurs prior to June 1, 2010.

         2. Change in Control.  No benefits  shall be payable  hereunder  unless
prior to June 1,  2010,  there  shall have been a Change in Control as set forth
below, and thereafter within six (6) months of such Change in Control Employee's
employment  with the  Bank  and/or  its  successor  terminates  or  Employee  is
reassigned in accordance with Section 3, below.  For purposes of this Agreement,
a "Change in Control" shall mean a change in the ownership or effective  control
of the Bank or the Holding Company, or in the ownership of a substantial portion
of the assets of the Bank or the Company and shall occur upon the  occurrence of
any of the following:

                  (a) The date  that any one  person,  or more  than one  person
         acting as a group,  acquires  ownership  of stock that,  together  with
         stock previously acquired,  constitutes more than 50% of the total fair
         market value or total voting power of the stock of the Bank (other than
         by the Holding Company) or the Holding Company;

                  (b) The date  that any one  person,  or more  than one  person
         acting as a group,  acquires (or has acquired in the preceding 12-month
         period)  ownership of stock  possessing 50% or more of the total voting
         power of the Bank (other  than by the  Holding  Company) or the Holding
         Company;

                  (c) The  date  that a  majority  of  members  of the  Board of
         Directors  of the Bank or the Holding  Company is  replaced  during any
         12-month  period by  directors  whose  appointment  or election was not
         endorsed  by a  majority  of  the  members  of  the  Board  before  the
         appointment or election; or

                  (d) The date  that any one  person,  or more  than one  person
         acting as a group, acquires ownership (or has acquired in the preceding
         12-month  period) of assets from the of the Bank or the Holding Company
         that have a total gross fair  market  value of 50% or more of the total
         gross fair market  value of all of the assets  immediately  before such
         acquisition  or  acquisitions.  Gross fair market value of assets means
         the fair value of the assets without regard to any liability associated
         with such assets.

With respect to the above  description of a "Change in Control," all terms shall
have the meaning set forth in defined in Section  409A of the  Internal  Revenue
Code and Treasury Reg. ss.409A-3(i)(5) thereunder, as amended from time to time.

         3.  Termination  Following  Change  in  Control.  If any of the  events
described  in  Section 2 hereof  constituting  a Change in  Control  shall  have
occurred,  Employee  shall be entitled to the  benefits  provided for in Section
4(a) hereof upon the  Termination of Employment or  Reassignment  (as defined in
this  Section  3) of  Employee's  employment  duties or  responsibilities  as an
employee of the Bank and/or its  successor as provided in this Section 3, within
six (6) months  after such  event,  unless such  Termination  of  Employment  or
Reassignment  is  :  (i)  by  any  regulatory   authority  (acting  with  proper
jurisdiction);  or (ii) by the  Board of  Directors  of the Bank or the  Holding
Company  for  cause;  or  (iii)  because  of  Employee's  death,  retirement  or
disability.  Such benefits  shall be reduced by the amount of any severance paid
to Employee by the Bank or its successor.


                                       13
<PAGE>


         (a) Retirement; Disability.

                  (i)  Termination of Employment by the Bank based on retirement
shall mean the  mandatory  termination  of  employment  in  accordance  with the
retirement policy of the Bank, including (at Employee's sole election and as set
forth  in  writing)  early  retirement,  generally  applicable  to its  salaried
employees or in accordance  with any  retirement  arrangement  established  with
Employee's consent with respect to Employee.

                  (ii) Termination of Employment by the Bank based on disability
shall  mean the  Employee  (i) is unable to  engage in any  substantial  gainful
activity by reason of any medically  determinable  physical or mental impairment
which  can be  expected  to  result  in death or can be  expected  to last for a
continuous  period of not less than twelve  (12)  months;  or (ii) is  receiving
income replacement benefits for a period of not less than three (3) months under
an accident and health plan  covering the employees of the Bank by reason of any
medically  determinable  physical or mental  impairment which can be expected to
result in death or last for a continuous  period of at least twelve (12) months.
The Employee  shall be deemed  disabled if determined to be totally  disabled by
the Social Security Administration.

         (b)  Notice  of  Termination.  The Bank  agrees  that in the event of a
Termination  of  Employment  it will  promptly  furnish  Employee with a written
Notice  of  Termination.   Any  purported  Reassignment  of  Employee  shall  be
communicated  by written Notice of Termination to the Bank. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall include the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances  claimed to provide a basis for
termination of Employee's employment under the provision so indicated.

         (c) Date of Termination.  "Date of Termination"  shall mean the date on
which a Notice of Termination  is given;  provided that, if within five (5) days
after any Notice of  Termination  is given,  the party  receiving such Notice of
Termination  notifies  the other  party  that a dispute  exists  concerning  the
termination,  the Date of Termination  shall be the date on which the dispute is
finally  determined,  either by mutual  written  agreement of the parties,  by a
binding and final arbitration award or by a final judgment, order or decree of a
court of competent  jurisdiction  (the time for appeal  therefrom having expired
and no appeal having been perfected).

         (d) Reassignment.  "Reassignment" shall mean a reduction in base salary
or an  involuntary  reassignment  of  Employee's  duties,  responsibilities,  or
benefits  materially  inconsistent with those of Employee prior to the Change in
Control  or  the  involuntary   relocation  of  Employee's  primary  duties  and
responsibilities  to an office or  location  greater  than fifty (50) miles from
Litchfield,  Connecticut  or action which results in a significant  worsening of
the Employee's  work  conditions  (including,  but not limited to, a significant
change  in  employment   duties,   responsibilities,   required  work  hours  or
otherwise).



                                       14
<PAGE>


         4. Compensation Upon Termination or Reassignment.

         (a) If, within six (6) months after a Change in Control,  as defined in
Section 2 hereof,  shall have occurred,  there is a Termination of Employment or
Reassignment  of  Employee  as defined in Section 3 (except by an agency  acting
with proper jurisdiction, or by a board of directors for cause or as a result of
death,  retirement or disability),  then the Bank and/or its successor shall pay
Employee  (i) if  Employee  is a  "Specified  Employee"  as  defined  in Section
409A(a)(2)(B)(i)  of the  Internal  Revenue  Code,  on the date which is six (6)
months  after the Date of  Termination  or (ii) if  Employee  is not a Specified
Employee as defined,  within five (5) days after the Date of Termination,  or in
each case as soon thereafter as is practicable, an amount equal to the sum of:

                  (i) Six (6) months of  Employee's  annual  compensation  based
upon the most recent aggregate base salary paid to Employee in the six (6) month
period  immediately  preceding his/her  termination or reassignment less amounts
previously paid to Employee from the date of Change in Control; plus

                  (ii) Reasonable  legal fees and expenses  incurred by Employee
as a result of such  Termination  of Employment or  Reassignment  (including all
such fees and  expenses,  if any,  incurred in  contesting or disputing any such
Termination of Employment or Reassignment or in seeking to obtain or enforce any
right or benefit provided for by this Agreement).

         (b)  Employee  shall not be  required  to  mitigate  the  amount of any
payment provided for in this Section 4 by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Section 4 be reduced by
any  compensation  earned by  Employee  as the result of  employment  by another
employer after the Date of Termination , or otherwise.

         (c) It is the  intention  of the  parties  to  this  Agreement  that no
payments by the Bank to or for Employee's  benefit under this Agreement shall be
non-deductible  to the Bank by reason of the  operation  of Section  280G of the
Internal Revenue Code. Accordingly,  notwithstanding any other provision hereof,
if by reason of the operation of said Section 280G of the Internal Revenue Code,
any such  payments  exceed the amount  which can be  deducted  by the Bank,  the
amount of such payments shall be reduced to the maximum which can be deducted by
the Bank.  To the extent  that  payments  in excess of the  amount  which can be
deducted by the Bank have been made to and for Employee's benefit, they shall be
refunded with interest at the applicable  rate provided under Section 1274(d) of
the  Internal  Revenue  Code,  or at such other rate as may be required in order
that no such  payment  to or for  Employee's  benefit  shall  be  non-deductible
pursuant  to Section  280G of the  Internal  Revenue  Code.  Any  payments  made
hereunder  which are not deductible by the Bank as a result of losses which have
been carried  forward by the Bank for Federal tax purposes shall not be deemed a
non-deductible amount for purposes of this Section 4(c).

         5.  Continuation  of  Insurance  Benefits.  Notwithstanding  any  other
provision in this Agreement to the contrary, the Bank and/or its successor shall
maintain in full force and effect for Employee's  continued benefit, for the six
(6)  month  period  beginning  upon a Change  in  Control,  all life  insurance,
medical,  health and  accident  and  disability  policies,  plans,  programs  or
arrangements which were in effect immediately prior to the Change in Control.


                                       15
<PAGE>


         6. Successors; Binding Agreement.

         (a) The  Bank  and the  Holding  Company  will  require  any  successor
(whether direct or indirect, by purchase, merger, consolidation,  acquisition of
assets or assumption of liabilities or otherwise) to all or substantially all of
the business and/or assets and/or  deposits of the Bank or the Holding  Company,
by  agreement,  to expressly  assume and agree to perform this  Agreement in the
same manner and to the same extent that the Bank would be required to perform it
if no such  succession  had taken  place.  Failure  of the Bank  and/or  Holding
Company  to  obtain  such  agreement  prior  to the  effectiveness  of any  such
succession  shall be a breach of this  Agreement and shall  entitle  Employee to
compensation  from the Bank in the same amount and on the same terms as he would
be entitled to hereunder if Employee's  employment had terminated as a result of
a Termination  of Employment or  Reassignment,  as provided in Section 3 hereof,
after a  Change  in  Control,  except  that for  purposes  of  implementing  the
foregoing,  the date on which any such  succession  becomes  effective  shall be
deemed the Date of Termination. As used in this Agreement, "Bank" shall mean the
Bank as  hereinbefore  defined and any successor to the business,  assets and/or
deposits as aforesaid which executes and delivers the agreement  provided for in
this Section 6 or which otherwise  becomes bound by all the terms and provisions
of this Agreement by operation of law.

         (b) This Agreement  shall inure to the benefit of and be enforceable by
Employee's  personal  or  legal  representatives,   executors,   administrators,
successors,  heirs, distributees,  devisees and legatees. If Employee should die
after any rights to receive the  amounts  contemplated  hereby  have  accrued to
Employee  but before  such  amounts  have been paid,  all such  amounts,  unless
otherwise  provided  herein,  shall be paid in accordance with the terms of this
Agreement to Employee's  devisee,  legatee or other  designee or, if there be no
such designee, to Employee's estate.

         7. Notices. All notices and other  communications  provided for in this
Agreement  shall be in writing  and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt  requested,
postage  prepaid,  addressed to the respective  addresses set forth on the first
page of this  Agreement,  provided  that all notices to the Bank and the Holding
Company  shall be  directed  to the  attention  of the Board  with a copy to the
Chairman  of the Board of the Bank and the  Chairman of the Board of the Holding
Company or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notice of change of address shall
be effective only upon receipt.

         8.  Miscellaneous.  No  provision  of this  Agreement  may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing and signed by Employee and such other officer as may be  specifically
designated by the Board of the Bank or the Holding Company.  No waiver by either
party  hereto at any time of any breach by the other or  failure to comply  with
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent  time. No agreements or  representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have  been  made by  either  party  which  are not  expressly  set forth in this
Agreement.  The validity,  interpretation,  construction and performance of this
Agreement  shall be governed by the laws of the State of Connecticut  and of the
United States of America.


                                       16
<PAGE>


         9.  Validity.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.

         10.   Administration  and  Interpretation.   This  Agreement  shall  be
administered  in a  manner,  and all  provisions  of  this  Agreement  shall  be
interpreted to be, compliant with the provisions of Section 409A of the Internal
Revenue  Code,  and  regulations  and rulings  issued  thereunder,  so as not to
subject  the  benefits  accruing  hereunder  to  taxation  pursuant  to  Section
409A(a)(1) of the Internal Revenue Code.

         11.   Counterparts.   This   Agreement   may  be  executed  in  several
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

         12.  Arbitration.  Any  dispute  or  controversy  arising  under  or in
connection  with this Agreement  shall be settled  exclusively by arbitration in
Litchfield,   Connecticut,   in  accordance  with  the  rules  of  the  American
Arbitration Association then in effect. Notwithstanding the pendency of any such
dispute or controversy,  the Bank will pay Employee  promptly an amount equal to
Employee's full scheduled  compensation in effect when the notice giving rise to
the dispute was given  (including,  but not limited to, base salary) and provide
Employee with all scheduled compensation,  benefits and insurance plans in which
he was participating when the notice giving rise to the dispute was given, until
the dispute is finally  resolved in  accordance  with Section 3 hereof.  Amounts
paid under this  Section 12 are in addition to all other  amounts due under this
Agreement and shall not be offset  against or reduce any other amounts due under
this Agreement.  Judgment may be entered on the arbitrator's  award in any court
having jurisdiction;  provided, however, that Employee shall be entitled to seek
specific  performance  of  Employee's  right  to  be  paid  until  the  Date  of
Termination  during the pendency of any dispute or controversy  arising under or
in connection with this Agreement.

         13. Entire  Agreement.  This Agreement  supersedes the prior  agreement
between the Bank,  the Holding  Company and the  Employee on the subject  matter
hereof dated May 26, 2006 and constitutes the entire agreement between the Bank,
the Holding  Company and the Executive on the subject matter  hereof.  No rights
are  granted  to the  Executive  by virtue of this  Agreement  other  than those
specifically set forth herein.

                           [Signatures on next page.]


                                       17
<PAGE>



         Agreed  to this  _______  day of  ______________,  2008,  by and  among
Employee, The First National Bank of Litchfield,  and First Litchfield Financial
Corporation.

                                        THE FIRST NATIONAL BANK OF LITCHFIELD


                                        By: _______________________________
                                                 [Name of Employee]
                                        Its:     President and CEO
                                                 Duly Authorized

                                        FIRST LITCHFIELD FINANCIAL CORPORATION


                                        By: _______________________________
                                                 [Name of President and CEO]
                                        Its:     President and CEO
                                                 Duly Authorized

                                        EMPLOYEE

                                        Signature: _________________________
                                        [Name]


                                       18
<PAGE>



STATE OF CONNECTICUT       )
                           ) ss. Litchfield
COUNTY OF LITCHFIELD       )

         On  this  the  _______  day  of  ___________,   2008,  before  me,  the
undersigned,  personally  appeared [Name of President and CEO], who acknowledged
himself to be the  President and CEO of THE FIRST  NATIONAL BANK OF  LITCHFIELD,
and FIRST LITCHFIELD FINANCIAL CORPORATION, and that he as such President, being
authorized so to do, executed the foregoing  instrument for the purposes therein
contained by signing his name.

                                     In Witness Whereof, I hereunto set my hand.

                                     ----------------------------
                                     Notary Public
                                     My Commission Expires: ____________________

STATE OF CONNECTICUT       )
                           ) ss. Litchfield
COUNTY OF LITCHFIELD       )

         On  this,  the  _______  day  of  ___________,  2008,  before  me,  the
undersigned  officer,  personally appeared [Name], known to me or satisfactorily
proven to be the person signing the foregoing  document,  and acknowledged  that
he/she executed the same for the purposes therein  contained as his/her free act
and deed.

                                     In Witness Whereof, I hereunto set my hand.

                                     ----------------------------
                                     Notary Public
                                     My Commission Expires: ____________________


                                       19