Exhibit 10.3

                      Split Dollar Life Insurance Agreement
                                     Between
                        First National Bank of Litchfield
                                       and
                                  Jerome Whalen

                            (as of September 1, 1994)


     THIS  AGREEMENT,  hereby made this 30th day of March,  1995, by and between
First  National  Bank of  Litchfield  (herein  referred to as "Bank") and Jerome
Whalen  (herein  referred to as  "Employee"),  this  Agreement  to be  effective
September 1, 1994.


                               W I T N E S S E T H


     Whereas, Employee is employed by Bank as President of Bank; and

     Whereas, Bank wishes to provide a benefit to Employee through assistance in
the payment by  Employee of premiums  for life  insurance  to be  maintained  on
Employee's life; and

     Whereas,  Bank has determined that such assistance is best provided through
a split-dollar life insurance arrangement; and

     Whereas,  Employee  has  applied  for,  and is the owner of, the  insurance
policy or policies listed in the attached  schedule  hereto (herein  referred to
the "Policy"); and

     Whereas,  Bank has  furnished  with an  illustration  of Bank cost recovery
entitled Cost Recovery  Compensation  Plan F.D.I.C.  Worksheet  (A.P.B.  21) The
First National Bank of Litchfield dated January 3, 1995,  (herein referred to as
the "Illustration")  which illustration shall be attach hereto as Exhibit I, and
shall form a part of this agreement by reference; and

     Whereas,  Bank and Employee desire to enter this agreement (herein referred
to as the  "Agreement")  with respect to certain  aspects of the Employee  owned
Policy; and

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<PAGE>




     Whereas,  Bank and  Employee  agree to subject  the Policy to the terms and
conditions of the Agreement; and

     Whereas, the Employee has assigned certain of his interest in the Policy to
Bank as collateral  for certain  amounts which he owes Bank under the Agreement,
which  assignment  is by an  instrument  of  assignment  filed with the  Insurer
(hereinafter referred to as the "Assignment");

     Now Therefore, in consideration of the promises and of the mutual covenants
herein contained, the Parties hereto hereby agree as follows;

     Section 1:

     The Policy shall be subject to the terms and  conditions  of the  Agreement
     and of the  related  Assignment  filed  with the  Insurer in respect of the
     Policy.  Employee shall be the sole and absolute  owner of the Policy,  and
     may exercise all ownership rights granted to the owner thereof by the terms
     of the Policy,  except as may otherwise be provided herein, and pursuant to
     the Assignment.

     Section 2:

     (a) Bank shall pay an annual  premium for the Policy,  in the annual amount
     $24,750, during Employee's employment with Bank provided,  however, that if
     Employee elects to continue his employment  with Bank beyond  attainment of
     age 65, any  further  premium  payments  to  Insurer  shall be the sole and
     exclusive obligation of Employee.

     (b) The value of the premium payments paid with respect to the Policy shall
     be  allocated  annually  between  Bank  and  Employee,   subject  to  which
     Employee's  allocable share (term  insurance  allocation and illustrated in
     column 6 of the Illustration)  shall be paid by Bank as agent for Employee,
     and shall be charged to Employee as cash  compensation and for all purposes
     (including the Assignment)  shall be deemed cash  compensation  rather than
     Bank paid premium.

     Section 3:

     The parties hereto shall take any reasonable action to cause the Assignment
     to conform to the provisions of the Agreement,  which  Assignment shall not
     be terminated,  altered or amended  without the express  written consent of
     Bank.

     Section 4:

     (a) Except as otherwise herein provided,  Employee shall not sell,  assign,
     transfer,  surrender,  pledge,  encumber  or cancel the Policy  without the
     express written consent of Bank.


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<PAGE>


     (b)  Employee   shall  have  the  right  to  change  the   beneficiary   or
     beneficiaries  of the  Policy,  and to borrow  only with regard to the cash
     value and death  benefit  which is in excess of the  collaterally  assigned
     interest of Bank as described in Section 5 and 8 hereof. Employee agrees to
     promptly pay all interest on Employee borrowings necessary to maintain that
     portion  of the  Policy's  cash value  collaterally  assigned  to Bank,  as
     described in column (3) of the Illustration.

     (c) Bank shall not borrow  against the Policy  without the express  written
     consent of Employee.

     (d) Upon  Employee's  termination of employment  with Bank,  Employee shall
     have the right to take any  action  with  regard  to the cash  value of the
     Policy  which is in excess of the  collaterally  assigned  interest of Bank
     illustrated as column 3 on the attached illustration.

     Section 5:

     (a) Upon  death of the  Employee,  Banks  hall  promptly  take all  actions
     necessary to obtain its share of the Policy death benefit.

     (b) A death  benefit in an amount not in excess of  $250,000  shall be paid
     directly  by the Insurer to the  beneficiary  or  beneficiaries  and in the
     manner  designated  by Employee,  subject in all respects to the Bank death
     benefit as herein described.  No amount shall be paid as a death benefit to
     the  beneficiary  or  beneficiaries  designated  by Employee  until Bank or
     Insurer  acknowledges in writing that the full amount due the Bank pursuant
     to the  terms of the  Agreement  has been  paid.  The Bank  shall  have the
     unqualified  right to receive  the  balance of the death  benefit  provided
     under the Policy, or if greater, a minimum death benefit equal to the total
     amount of its share of the premium paid  hereunder  (herein  referred to as
     "Net Premiums"),  plus an amount that would be equal to accrued interest on
     Net Premiums compounded annually at four percent (4%). Toward this end, the
     total death benefit payable under this Policy:

          (i) shall first be applied in satisfaction of the amounts described in
          column (5)(A) (Premium Payments & use of Funds) of the Illustration;

          (ii) shall next be applied to the death  benefit  described  in column
          (9)  (Employee  Death  Benefit)  in an amount  equal to the  lesser of
          $250,000  or the  remainder  of the death  benefit  payable  under the
          Policy after payment pursuant to paragraph (i) hereof; and

          (iii)  shall  lastly and to the full  extent of the  remaining  Policy
          death  benefit,  if any, be applied to the death benefit  described in
          column (5)(B) (Keyperson Death Benefit) of the Illustration.


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<PAGE>


     The parties  hereto agree that the  beneficiary  designation  of the Policy
shall conform to the provisions hereof.

     Section 6:

     (a) The Agreement  shall terminate upon  Employee's  death,  and payment of
     proceeds pursuant to Section 5 hereof.

     (b) The Bank's obligation to pay premium payments hereunder shall terminate
     as of the first occur of the Employee's  death,  Employee's  termination of
     employment with the Bank, or Employee's attainment of age 65.

     Section 7:

     (a) If Employee ceases to be employed by Bank for whatever reason, Employee
     has the right to continue to keep the Policy in force  either  individually
     or  through a  subsequent  employer,  subject to the  requirement  that the
     Policy  cash value  shall not be reduced  through  loans,  premium  payment
     options,  or in any manner  below the  amount  needed to repay Bank the Net
     Premiums paid by it hereunder.

     (b) If  Employees  ceases to be employed by Bank and  continues to keep the
     Policy in force, termination of this Agreement shall be pursuant to Section
     6(a) hereof.

     (c) If Employee ceases to be employed by Bank and does not continue to keep
     the Policy in force,  this Agreement will  terminate  immediately  and Bank
     shall  simultaneously be repaid an amount equal to the Net Premiums paid by
     Bank and described in column (1) of the  Illustration,  plus an amount that
     would be equal to accrued interest on said Net Premiums compounded annually
     a four percent (4%). Provided, however, that in no event shall Bank be paid
     an amount greater than the total cash value, as illustrated in column 3 and
     8 of  the  Illustration,  as of  the  date  of  Employee's  termination  of
     employment.

     (d)  Notwithstanding  whether  Employee  elects to keep the Policy in force
     following  termination  of employment  with Bank,  if Employee  voluntarily
     terminates  employment  with Bank within the three year  period  commencing
     with execution of the Agreement, Bank shall have the right, in its sole and
     exclusive discretion (and to be exercised within the ninety (90) day period
     commencing with  Employee's date of termination of employment),  to require
     Employee  to pay to Bank a single  lump sum  payment  equal to the all or a
     portion, determined pursuant to the provisions of subsection (e) hereof, of
     the total Net  Premiums  (equal to the sum of the  amounts  illustrated  in
     column (1) of the  Illustration)  then paid by Bank,  provided such payment
     shall not exceed an amount  equal to then total cash value  under the terms
     of the Policy. Such payment shall be made within the ninety (90) day period
     following  receipt by Employee of written notice of Bank's  exercise of its
     right.


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<PAGE>



     (e) For purposes of subsection (d) hereof,  the amount Employee shall repay
     to Bank shall be determined according to the following schedule.

          (i) If the  Employee  terminates  employment  with the Bank within the
          first year of the Agreement,  100% of the total Net Premiums then paid
          by Bank;

          (ii) If the Employee  terminates  employment  with the Bank within the
          second year of the Agreement,  80% of the total Net Premiums then paid
          by Bank;

          (iii) If the  Employee  terminates  employment  with the Bank with the
          third year of the  Agreement,  60% of the total Net Premiums then paid
          by Bank;


     If the Employee  terminates  employment  with the Bank  following the third
year of the Agreement, subsection (d) hereof shall not apply.

     Section 8:

     The parties hereto agree that the Agreement  shall take precedence over any
     provisions  of the  Assignment.  Bank  agrees  not to  exercise  any  right
     possessed  by it under  the  Assignment  except  in  conformity  with  this
     Agreement.

     Section 9:

     The  Agreement  may not be amended,  altered or modified  except by written
     instrument  signed  by  both  parties  hereto,  and  may  not be  otherwise
     terminated except as provided herein.

     Section 10:

     (a) The split-dollar  arrangement  contemplated herein is an exempt welfare
     plan under regulations promulgated under Title I of the Employee Retirement
     Income Security Act of 1974 (herein referred to as "ERISA").

     (b) For  purposes of ERISA,  Bank will be the "named  fiduciary"  and "plan
     administrator" of the split-dollar arrangement contemplated herein, and the
     Agreement is hereby designated as the written plan instrument.

     (c) Employee,  or after Employee's death any beneficiary of his, may file a
     request for benefits  with the plan  administrator.  If a claim  request is
     wholly or  partially  denied,  the plan  administrator  shall  furnish  the
     claimant a notice of its decision  within ninety (90) days in writing,  and
     in a manner to be understood  by the  claimant,  which notice shall contain
     the following information:


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<PAGE>


          (i) the specific reason or reasons for the denial;

          (ii) specific  reference to pertinent plan  provisions  upon which the
          denial is based;

          (iii)  a  description  of  any  additional   material  or  information
          necessary for the claimant to perfect the claim and an  explanation as
          to why such material or information is necessary.

          (iv) an explanation of the plan's  claim-review  procedure  describing
          the steps to be taken by a claimant who wishes to submit his claim for
          review.

     (d) A claimant or his  authorized  representative  may, with respect to any
     denied claim:

          (i) request a review upon written  application filed within sixty (60)
          days after receipt by the claimant of written  notice of the denial of
          his claim;

          (ii) review pertinent documents; and

          (iii) submit issues and comments in writing.

     Any  request or  submission  will be in writing and will be directed to the
plan administrator. The plan administrator will have the sole responsibility for
the review of any denied claim and will take all  appropriate  steps in light of
its  findings.  The plan  administrator  will render a decision upon review of a
denied claim within  sixty (60) days after  receipt of a request for review.  If
special  circumstances warrant additional time, the decision will be rendered as
soon as possible, but not later than one hundred twenty (120) days after receipt
of request for review.  Written notice of any such extension  shall be furnished
to the claimant  prior to the  commencement  of the  extension.  The decision on
review will be in writing and will  include  specific  reasons for the  decision
written in a manner to be understood  by the  claimant,  as well as the specific
references  of the  pertinent  provisions  of the plan on which the  decision is
based.  If the decision on review is not  furnished  to the claimant  within the
time limits described above, the claim will be deemed denied on review.

     (11) This Agreement  shall be binding upon and inure to the benefit of Bank
     and its  successors and  assignees,  and upon Employee and his  successors,
     assignees, heirs, executors, administrators and beneficiaries.

     (12) Except as may be preempted by ERISA, this Agreement, and the rights of
     the parties  hereto,  shall be governed by and construed in accordance with
     the laws of the State of Connecticut.

     (13) In the event Employee voluntarily  terminates employment with Bank and
     within  twenty-four (24) months of the date of such  termination,  Employee
     becomes an officer, director,  representative or employee of an entity or a
     member of a partnership which


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     conducts business in competition with Bank within Litchfield County without
     Bank's written consent,  Employee shall transfer ownership of the policy to
     Bank and forfeit all rights  therein.  In the event  employee shall fail to
     sign forms necessary  pursuant to this paragraph,  Bank is hereby appointed
     agent in fact to sign such forms on Employee's behalf.

     (14) Nothing in this Agreement  shall be construed as creating for Employee
     a right to be retained in the service of Bank, or to interfere  with Bank's
     right to discharge Employee from service with the Bank.

     IN WITNESS  WHEREOF,  Bank has caused this  Agreement to be executed by its
officer  thereunto  duly  authorized  and Employee has hereunto set his hand and
seal, all as of the day and year first above written.

                                       FIRST NATIONAL BANK OF LITCHFIELD


                                       By:   /s/ Ernest W. Clock, Chairman
                                            -------------------------------
                                       Its:



                                       EMPLOYEE



                                        /s/ Jerome  Whalen
                                        -------------------------------
                                        Jerome Whalen



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