Exhibit 10.10


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                        FIRST NATIONAL BANK OF LITCHFIELD
                          DEFERRED DIRECTORS' FEE PLAN

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                         Effective Date January 1, 1996
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                                    ARTICLE I
                        NAME, PURPOSE AND EFFECTIVE DATE


1.01      Name and  Purpose.  The plan set  forth  herein  shall be known as the
          First  National Bank of Litchfield  Deferred  Directors' Fee Plan (the
          "Plan").  The  Plan  is  established  by the  First  National  Bank of
          Litchfield  and shall be  maintained  for the purpose of providing for
          the deferred  payment of retainer and meeting fees to the Directors of
          the Bank electing to participate in the Plan.

1.02      Effective  Date.  The  Effective  Date of the Plan shall be January 1,
          1996. The Plan shall only apply to a Director who performs services as
          a Board member as such on or after the Effective Date.

                                   ARTICLE II
                                   DEFINITIONS

Wherever used in this Plan, unless the context clearly indicates otherwise,  the
following terms shall have the following meanings:

2.01      "Annual  Deferral  Account"  means the account of a Director  which is
          credited with the Director's retainer and fee deferrals and investment
          experience under Article IV.

2.02      "Beneficiary"   means  the  person  or  persons  (including  a  trust)
          designated   by  the  Director  on  the  form  provided  by  the  Plan
          Administrator  to receive any death benefit payable under the Plan. In
          the  absence  of  any  designation,   the  Beneficiary  shall  be  the
          Director's estate.

2.03      "Bank" means First National Bank of Litchfield.

2.04      "Change of Control"  means (i) the  acquisition of fifty percent (50%)
          or more  of the  outstanding  shares  of  common  stock  of the  First
          Litchfield Financial Corporation (the "Corporation") by any person, or
          affiliated  persons  after  January  1,  1996,  other  than any person
          (including   individuals,   partnerships,   corporations,   trust  and
          estates),  or affiliated persons that  individually,  or collectively,
          owned at least fifty  percent  (50%) of such stock on January 1, 1996,
          (ii) the dissolution or liquidation of the Corporation,  or any merger
          or consolidation of the Corporation with another  corporation in which
          the  Corporation is not the surviving  corporation,  (iii) a change in
          the  composition  of the Board of  Directors of the  Corporation  that
          results in more than one-half of the  individual  members of the Board
          neither  being (a)  directors of the  Corporation  on a date three (3)
          years  earlier,  nor (b)  individuals  whose election to the Board was
          approved by a majority of the  individuals  who were  directors on the
          date  described in (a), and were still in office on the date the Board
          approved


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          the  election  of  such  individuals,   or  (iv)  the  sale  or  other
          disposition,   of  all,  or  substantially  all,  the  assets  of  the
          Corporation.  Notwithstanding  the foregoing,  a Director may elect in
          writing not to have an event  considered a change of control as to his
          or her Account.  Such election must be made within twenty (20) days of
          the event that would otherwise be considered a change of control.

2.05      "Code" shall mean the Internal  Revenue Code of 1986,  as the same may
          be amended from time to time.

2.06      "Hardship"  means an  unforeseeable  emergency,  or  severe  financial
          hardship,  involving a sudden and unexpected severe illness or serious
          accident of the  Director or of a dependent  of the  Director,  all as
          determined by the Plan Administrator.

2.07      "Plan Year" means the calendar year.

2.08      "Plan  Administrator"  means the  individual  or group of  individuals
          chosen by the Board of Directors of the Bank to  administer  the terms
          of the Plan.

Wherever  used in the Plan,  the  masculine  shall  include the feminine and the
singular shall include the plural, unless the context indicates otherwise.

                                   ARTICLE III
                           ELIGIBILITY TO PARTICIPATE

3.01      Eligibility.  All  members  of the  Board  of  Directors  who  receive
          Director's fees shall be eligible to participate under the Plan. As of
          January 1, 1996, the  individuals  eligible to  participate  are those
          individuals listed on the attached Appendix A.

                                   ARTICLE IV
                           DEFERRAL OF DIRECTORS' FEES

4.01      Amounts Payable Under the Plan. The amounts payable under the Plan are
          based  solely on the value of the  Director's  interest in the amounts
          credited and  accumulated on his behalf in his Account.  The following
          provisions of this Article  detail the basis for crediting  amounts to
          the Accounts of Directors.

4.02      Annual Deferral Election.  Each Director may enter into a Fee Deferral
          Agreement  to defer  payment of his  retainer  or meeting  fees in any
          amount or percentage  allowed under the Fee Deferral  Agreement.  That
          amount so deferred shall be credited to the Director's Account. Except
          in the  case of  either a  Director  who  first  becomes  eligible  to
          participate  in the Plan after the  Effective  Date, or the first year
          the Plan is effective,  the election to defer,  or a change of a prior
          election, must be made by the Director,  prior to the first day of the
          Plan Year for which such amount would  otherwise be payable in cash to
          the Director, but for the


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          deferral election. The election shall be made on forms provided by the
          Plan  Administrator.  A Director may reduce or terminate  his election
          only as its relates to fees for future service.

          In the  case  of the  first  year  the  Plan is  effective,  or when a
          Director first becomes  eligible to  participate,  a Director may make
          the  election,  with  respect to retainer  and meeting fees earned and
          payable  after such  election,  within  thirty (30) days of the Plan's
          Effective Date, or within thirty (30) days of first becoming  eligible
          to participate, if later.

          Notwithstanding  the foregoing,  in the event that a Director is to be
          paid fees which are in addition to those in effect at the beginning of
          the Plan Year on account of  agreeing  to perform  services as a Board
          member in addition to those which were  contemplated  at the beginning
          of the Plan Year,  the Director may elect to defer all or a portion of
          such additional  fees;  provided,  that such election is made prior to
          the earlier of (i) the date the  additional fee is payable in cash and
          (ii) the date the additional services are to be rendered.

4.03      Vesting.  The Director  shall be fully and  immediately  vested in all
          amounts credited to his Account.

4.04      Investment  Options.  The Plan  Administrator may identify one or more
          investment funds in which the Director's Account shall be invested. If
          there is more than one such funds,  the Plan  Administrator  may allow
          the  Director  to  direct  the fund or funds in which his  Account  is
          invested. In such event, the Plan Administrator shall establish rules,
          respecting the investment  directions,  including  rules governing the
          investment  funds  offered  and  manner  and  frequency  of  making or
          changing such  directions.  Notwithstanding  the  foregoing,  the Plan
          Administrator  may specify a rate of investment return for the Account
          of any or all Directors in lieu of identifying an investment  fund for
          such Account.

4.05      Adjustment  of  Accounts.  The  Accounts  of each  Director  shall  be
          adjusted as of the last day of each  quarter of the Plan Year,  and as
          of any  additional  date or  dates  within  the  Plan  Year  the  Plan
          Administrator  determines  to be  appropriate,  to reflect  investment
          returns  under  Section  4.04,  and  may in the  Plan  Administrator's
          discretion, be charged with expenses that are incurred with respect to
          such   investments   (including,    without   limitation,    brokerage
          commissions).

                                    ARTICLE V
                  PAYMENT OF BENEFITS AND HARDSHIP WITHDRAWALS

5.01      Form of  Payment  Upon  Termination  of  Deferral  Period.  Unless  an
          alternate form of payment has been previously  elected by the Director
          under  Section  5.03,  the  Director  shall  receive a single lump sum
          payment  which  may be made in cash or  kind  the  full  value  of his
          Account  following the deferral  period elected by the Director on the
          Fee Deferral Agreement,  or if no deferral period is elected, upon the
          cessation of his  providing  services as a Director.  Payment shall be
          made at the time specified in Section 5.04.


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5.02      Form of Payment Upon Death.  Upon a Director's  death,  the Director's
          Beneficiary  shall  receive a single lump sum payment of the remaining
          value of the  Director's  Account.  Any election  made by the Director
          under  Section  5.03 to receive  his benefit in an  alternate  form of
          payment shall not apply to payment under this Section.

5.03      Alternate  Form of Payment.  The  Director  may  irrevocably  elect to
          receive payment of his benefit under the Plan in any alternate form of
          payment  allowed  by the Plan  Administrator,  including  periodic  or
          non-periodic  payments.  Such  election  shall  be made  prior  to the
          beginning of the calendar year in which the payment of the  Director's
          benefit  would  otherwise  be made in a lump  sum in  accordance  with
          Section 5.04.

5.04     Time of  Payment.  Payment  of the  Plan  benefit  shall  be  made,  or
         commence,  within  thirty (30) days  following  the end of the deferral
         period elected by the Director or within thirty (30) days following the
         end of the Plan Year in which the Director ceases to be a member of the
         Board if no deferral  period is elected;  provided,  however,  that the
         Director may be allowed to irrevocably elect a later date of payment or
         commencement.  Any election by the Director to defer  payment  shall be
         made  prior to the  beginning  of the Plan Year in which  the  Director
         would  otherwise  receive  payment of his benefit in the form of a lump
         sum payment. Provided, further, that in the event no deferral period is
         elected the  Director may elect to  accelerate  payment to within sixty
         (60) days following the date the Director  ceases to be a member of the
         Board  if  such  election  is made  before  the  end of the  Plan  Year
         preceding  the Plan Year such  cessation  occurs.  Notwithstanding  the
         foregoing,  in the event of a Change of Control,  payment shall be made
         in a single lump sum payment within thirty (30) days of such event.  If
         payment is not made in accordance with the preceding sentence the value
         of the Director's Account as of the date of the Change of Control shall
         be increased by the greater of (1) 10% per month and (2) the investment
         return  determined  in accordance  with Section 4.05,  until payment is
         made.

5.05      Hardship  Withdrawals.   At  the  request  of  a  Director,  the  Plan
          Administrator may, in its sole discretion, distribute all, or part, of
          the interest in his Account on account of Hardship.  Such distribution
          is  limited  to the  amount  necessary  to  satisfy  the  cause of the
          Hardship.

                                   ARTICLE VI
                                     FUNDING

6.01      Funding.  The Bank shall not be under any  obligation  to  establish a
          fund or trust in order to pay the  benefits  under the Plan.  Payments
          shall only be required as benefits  become due and payable.  No person
          shall have any right,  other  than the right of an  unsecured  general
          creditor,  against  the Bank,  with  respect to the  benefits  payable
          hereunder,  or which may be payable  hereunder,  to any  Director,  or
          Beneficiary hereunder.


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          Notwithstanding  the  foregoing,  in order to pay benefits  under this
          Plan  as  they  become  payable,  one or more  grantor  trusts  may be
          established,  within the meaning of Section 671 of the Code, as may be
          amended from time to time and, periodically, assets may be transferred
          to such trust or trusts.  The assets so transferred shall at all times
          be subject to the claims of each trust  grantor's  general  creditors,
          and neither the Plan, nor any Director or Beneficiary,  shall have any
          preferred claim or right, or any beneficial ownership interest in, any
          such  trusts  assets  prior  to the  time  such  assets  are paid to a
          Director or  Beneficiary,  and all rights created under this Plan, and
          any trust(s) shall be mere unsecured contractual rights.

                                   ARTICLE VII
                                  MISCELLANEOUS

7.01      No Guarantee of Status as a Director.  Nothing  contained in this Plan
          shall be  construed  as a right of any  Director to be  continued as a
          Director or as a limitation  on the right of the Bank to deal with any
          Director,  as to his continuation on the Board, his discharge,  or his
          compensation.

7.02      Rights  Under Plan.  Nothing in this Plan shall be construed to limit,
          broaden,  restrict,  or  grant  any  right  to  any  Director  or  any
          Beneficiary   thereof   under  any  other   retirement   or   deferred
          compensation  plan,  nor to grant  any  additional  rights to any such
          Director or  Beneficiary  thereof under any other plan, nor in any way
          to limit,  modify,  repeal or  otherwise  affect the right to amend or
          modify any other such plan.

7.03      Amendments/Termination. The Bank reserves the right to make, from time
          to time,  amendments  to,  or to  terminate,  this  Plan by vote  duly
          adopted  by the  Board of  Directors.  If the Plan is  terminated  the
          amount payable to a Director (or Beneficiary) under the Plan as of the
          termination date shall not be less than the Director's interest in the
          amounts in his Account.

          Notwithstanding  the  foregoing,  if there is a Change of Control,  no
          amendment or  termination of the Plan can be made on or after the date
          of the  Change  of  Control.  In such  event  the  Plan  shall  not be
          terminated until all amounts are paid to  participating  Directors and
          their beneficiaries.

7.04      Nonassignability.  Any  benefit  payable  under this Plan shall not be
          subject to alienation,  assignment,  garnishment,  pledge,  execution,
          attachment or levy of any kind and any attempt to cause any benefit to
          be subjected shall not be recognized, except to the extent required by
          applicable law.

7.05      Plan  Administration.  The Plan shall be operated and  administered by
          the Plan  Administrator  whose  decision on all matters  involving the
          interpretation  and  administration  of the Plan  shall  be final  and
          binding.


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7.06      Governing Law. This Plan shall be construed and enforced in accordance
          with, and governed by, the laws of the State of Connecticut, except as
          any such laws may be superseded by Federal law.

     IN  WITNESS  WHEREOF,  and to  evidence  the  adoption  of the Plan,  First
National Bank of Litchfield  has caused this document to be executed by its duly
authorized  officer,  and  its  corporate  seal  to  be  hereunto  affixed  this
twenty-eighth day of September, 1995.

(Seal)


                                    By: /s/ Jerome J. Whalen
                                        ----------------------------------------
                                    Title: President and Chief Executive Officer


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                     FIRST NATIONAL BANK OF LITCHFIELD ETC.
                          DEFERRED DIRECTORS' FEE PLAN

                       APPENDIX A - As of January 1, 1996


Director's Name                                    Initial Date of Participation


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