Exhibit 10.4


                      THE FIRST NATIONAL BANK OF LITCHFIELD
                     FIRST LITCHFIELD FINANCIAL CORPORATION

                      EXECUTIVE CHANGE IN CONTROL AGREEMENT

                 NOT TO BE CONSTRUED AS AN EMPLOYMENT AGREEMENT

                                 August 6, 1997


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                      EXECUTIVE 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 Jerome J. Whalen ("Employee") as President
of  the  Bank.  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 key 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 members of the Bank's
management,  including  Employee,  to  their  assigned  duties  in the  face  of
potential circumstances involving the possibility of such a change in control;

     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 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, 2002.  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  provides  certain
potential  benefits  to  Employee  in the event that a Change in Control  occurs
prior to June 1, 2002 as hereinafter defined.


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                                       -2-


     2. Change in Control.  No benefits shall be payable  hereunder unless prior
to June 1, 2002 there  shall  have been a Change in Control as set forth  below,
and  thereafter  within  twenty-four  (24)  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 any of the following:

          (a) The  acquisition  of fifty  percent  (50%) or more of any class of
     equity  securities of the Holding Company by any person (or persons working
     in concert) or entity after the date hereof;

          (b) The  acquisition  of fifty  percent  (50%) or more of any class of
     equity  securities  of the Bank by any person or entity  other than Holding
     Company;

          (c) A merger, consolidation or reorganization to which the Bank or the
     Holding Company is a party,  if, as a result thereof,  individuals who were
     directors  of  the  Bank  or  Holding  Company,   immediately  before  such
     transaction  shall cease to constitute a majority of the Board of Directors
     of the surviving entity;

          (d) A sale of all or  substantially  all of the  assets of the Bank or
     the Holding Company to another party;

          (e) The assumption of all or substantially  all of the deposits of the
     Bank by another party other than the Federal Deposit Insurance Corporation;
     or

          (f) During any twenty-four  (24) month period,  individuals who at the
     beginning of such period  constitute the Board of Directors of the Bank and
     the Holding Company,  cease for any reason (other than death or disability)
     to  constitute  at least a  majority  thereof  unless the  election  or the
     nomination  for  election  by  the   stockholders   of  the  Bank  and  the
     stockholders  of Holding  Company,  respectively,  of each new director was
     approved by a vote of at least a majority of the  directors  of the Bank or
     of Holding  Company as applicable,  then still in office who were directors
     of the Bank or the Holding Company, as applicable,  at the beginning of the
     period.

     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 or  reassignment  of his employment as a senior  executive
officer of the Bank and/or its  successor  as provided in this Section 3, within
twenty-four  (24) months after such event,  unless such employment is terminated
or   reassigned:   (i)  by  any   regulatory   authority   (acting  with  proper
jurisdiction);  or (ii) by the Board of Directors 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.


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                                       -3-


          (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 termination because of inability, as a result of incapacity
          due to physical or mental illness, to perform the services required as
          an employee for a period aggregating six (6) months or more within any
          twelve (12) month  period,  or because  Employee  becomes or is deemed
          disabled under any applicable policy providing disability insurance.

     (b) Notice of Termination. The Bank agrees that in the event of termination
it will promptly  furnish  Employee with a written  Notice of  Termination.  Any
purported  termination  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
inconsistent  with  those  of a  senior  executive  officer  of a  bank  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 hours or otherwise).


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                                       -4-

     4. Compensation Upon Termination or Reassignment.


          (a) If, within  twenty-four (24) months after a Change in Control,  as
     defined in Section 2 hereof,  shall have  occurred,  Employee's  employment
     with the Bank  terminates  or is reassigned 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 within five (5) days after the Date
     of Termination an amount equal to the sum of:

               (i) Two (2) years of Employee's  annual  compensation  based upon
          the most recent  aggregate  base salary paid to Employee in the twelve
          (12)  month  period   immediately   preceding   his   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 or  reassignment  (including all such fees
          and  expenses,  if any,  incurred in  contesting or disputing any such
          termination  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 Reassignment, 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).


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                                       -5-

     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 two (2) year  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.

     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, 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 his  employment  had
     terminated as a result of a  Termination  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 his devisee,  legatee or other designee or,
     if there be no such designee, to his 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.


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                                       -6-

     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.  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.

     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. 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.

     11. 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 his 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  11 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 his  right to be paid  until  the Date of  Termination
during the pendency of any dispute or controversy arising under or in connection
with this Agreement.


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                                       -7-

     Agreed to this 6th day of  August,  1997 by and among  Employee,  The First
National Bank of Litchfield, and First Litchfield Financial Corporation.

                              THE FIRST NATIONAL BANK OF
                              LITCHFIELD

                              By:    /s/ Ernest W. Clock
                                     ----------------------------------------
                              Its:       Chairman
                                         Duly Authorized

                              EMPLOYEE

                              Signature: /s/ Jerome J. Whalen
                                         ------------------------------------
                                         Printed Name: Jerome J. Whalen