UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 OR 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): May 29, 2008
                                                           ------------

                     FIRST LITCHFIELD FINANCIAL CORPORATION
                     --------------------------------------
               (Exact name of Registrant as Specified in Charter)

            Delaware                    0-28815               06-1241321
            --------                    -------               ----------
  State or other Jurisdiction         (Commission           (IRS Employer
        of Incorporation)             File Number)       Identification No.)


         13  North Street, Litchfield, Connecticut         06759
         -----------------------------------------         -----
          (Address of Principal Executive Offices)      (Zip Code)


       Registrant's telephone number, including area code: (860) 567-8752
                                                           --------------

                                       N/A
                                       ---
          (Former Name or Former Address, if Changed Since Last Report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

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Section Item 5.02.  Departure  of Directors or Certain  Officers;  Election of
            Directors;  Appointment  of Certain Officers; Compensatory
            Arrangements of Certain Officers.

      On May 29,  2008,  the Board of Directors  of The First  National  Bank of
Litchfield (the "Bank"), the wholly-owned banking subsidiary of First Litchfield
Financial Corporation (the "Corporation"), approved Change in Control Agreements
(the "Executive  Agreements") with the following executive officers of the Bank:
Joseph J. Greco,  Carroll A. Pereira,  Frederick F. Judd, III, Joelene E. Smith,
Robert E. Teittinen and Matthew R. Robison (the "Executives").

      The Board  also  approved  Employee  Change  in  Control  Agreements  (the
"Employee Agreements") between the Bank and twenty-two (22) employees,  who have
been employed by the Bank for more than ten years.

      The Executive  Agreements  provide that if following a "Change in Control"
(as  defined  in the  Executive  Agreements)  of the  Company  or the  Bank,  an
Executive is terminated or is reassigned under certain  circumstances defined in
the Agreements  within a period of twenty-four (24) months following such Change
in Control,  such  Executive will be entitled to a lump sum payment equal to his
or her annual compensation based upon the most recent aggregate base salary paid
to the Executive in the twenty-four (24) month period immediately  preceding his
or her termination or  reassignment.  In addition,  for twenty-four  (24) months
following  a Change in  Control,  certain  specified  insurance  benefits  shall
continue  in  effect  on terms  and  conditions  at least  as  favorable  to the
Executives as maintained immediately prior to the Change in Control. In no event
shall such  payments  be made in an amount  that  would  cause them to be deemed
non-deductible  to the Bank by reason of the  operation  of Section  280G of the
Internal  Revenue  Code.  The  Executive  Agreements  provide that they shall be
administered  in a  manner,  and all  provisions  shall  be  interpreted  to be,
compliant  with Section 409A of the Internal  Revenue  Code.  The purpose of the
Executive  Agreements is to provide certain potential benefits to the Executives
solely in the event of a Change in Control  and do not  provide a  contract  for
employment.  The Executive Agreements will expire on June 1, 2010, provided that
if a "Change in Control" occurs prior to June 1, 2010, the Executive  Agreements
shall remain in effect for  twenty-four  (24) months after the date on which any
such Change in Control is consummated.

      The Employee Agreements provide that in certain instances, if the employee
is terminated or reassigned  within six (6) months following the occurrence of a
"Change in Control" (as such term is defined in the Employee  Agreements),  then
such  individual  shall be  entitled  to receive an amount as  provided  by such
agreement  equal to six (6) months  salary,  reasonable  legal fees and expenses
incurred by the employee as a result of such  termination or  reassignment,  and
continued  participation  in  certain  benefit  plans.  In no event  shall  such
payments be made in an amount that would cause them to be deemed  non-deductible
to the Bank by reason of the  operation of Section 280G of the Internal  Revenue
Code.  The  Employee  Agreements  provide that they shall be  administered  in a
manner,  and all provisions  shall be interpreted to be,  compliant with Section
409A of the Internal Revenue Code. The purpose of the Employee  Agreements is to
provide  certain  potential  benefits to the  Employee  solely in the event of a
Change in Control and do not provide a contract  for  employment.  The  Employee
Agreements  will expire on June 1, 2010,  provided that if a "Change in Control"
occurs prior to

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June 1, 2010, the Employee  Agreements shall remain in effect for six (6) months
after the date on which any such Change in Control is consummated.

      A copy of the form of the Executive  Agreement and the Employee  Agreement
is attached as Exhibits 10.1 and 10.2, respectively.

Item 9.01     Financial Statements and Exhibits.

              (a)   Not Applicable.

              (b)   Not Applicable.

              (c)   Not Applicable.

              (d)   Exhibits.
                    --------

                    10.1. Form of Executive Change in Control Agreement.

                    10.2  Form of Employee Change in Control Agreement.




                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereto duly authorized.


                                      FIRST LITCHFIELD FINANCIAL CORPORATION


                                      By  /s/ JOSEPH J. GRECO
                                          -------------------
                                          Joseph J. Greco
                                          President and Chief Executive Officer


Dated:  June 3, 2008


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