Exhibit 99.1

                     FIRST LITCHFIELD FINANCIAL CORPORATION
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                           2007 RESTRICTED STOCK PLAN

                                    ARTICLE I
                                 Purpose of Plan
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         The 2007  Restricted  Stock  Plan  (the  "Plan")  of  First  Litchfield
Financial   Corporation,   a  Delaware  corporation  (the   "Corporation"),   is
established effective as of April 4, 2007 (the "Effective Date") for present and
future  executives,  and other key  employees of the  Corporation  and The First
National Bank of Litchfield  (the "Bank"),  as may be selected by the Committee.
The Plan is intended to advance the best  interests of the  Corporation  and its
stockholders  by providing  those persons who have a substantial  responsibility
for its  management  and growth with  additional  incentives by allowing them to
acquire an ownership interest in the Corporation and thereby encouraging them to
contribute to the success of the Corporation and the Bank.

                                   ARTICLE II
                                   Definitions
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         For purposes of the Plan,  the following  terms shall have the meanings
set forth below:

         "Board" shall mean the Board of Directors of the Corporation.
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         "Change  of  Control"   shall  mean  (a)  a   reorganization,   merger,
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consolidation or sale of substantially all of the assets of the Corporation,  or
a similar  transaction in which the  Corporation is not the resulting  entity or
(b)  individuals  who  constitute  the  Incumbent  Board cease for any reason to
constitute a majority thereof.

         "Committee" shall mean the Compensation  Committee of the Board or such
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other committee which may be designated by the Board to administer the Plan. The
Committee shall be composed of two or more Non-Employee Directors, as defined in
Rule 16b-3  under the 1934 Act,  as such Rule 16b-3 may be amended  from time to
time, as appointed from time to time to serve by the Board.

         "Common Stock" shall mean shares of the Corporation's Common Stock, par
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value  $0.01  per  share,  or if the  outstanding  shares  of  Common  Stock are
hereafter  changed into or exchanged for  different  shares or securities of the
Corporation, such other shares or securities.

         "Disability"   shall  mean  the  Participant's   inability  to  perform
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substantially all normal duties of the Participant's  position, as determined by
the Committee in its sole discretion. As a condition to such determination,  the
Committee  may  require  the  Participant  to submit to such  physical or mental
evaluations and tests as the Committee deems appropriate.

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          "Incumbent Board" shall mean the members of the Board on the Effective
Date of the  Plan,  provided  that any  person  becoming  a member  of the Board
subsequent to such Effective  Date,  whose election was approved by a vote of at
least three-quarters of the members of the Board comprising the Incumbent Board,
or whose  nomination for election by members of stockholders was approved by the
nominating  committee  serving under an Incumbent Board,  shall be considered as
though he or she were a member of the Incumbent Board.

         "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.
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         "Participant"  shall mean any present and future executive or other key
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employee of the  Corporation or the Bank who has been selected to participate in
the Plan by the Committee.

         "Person" shall mean an  individual,  a  partnership,  a corporation,  a
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limited liability  company,  an association,  a joint stock company,  a trust, a
joint venture,  an unincorporated  organization and a governmental entity or any
department, agency or political subdivision thereof.

         "Restricted Stock Grants" shall have the meaning set forth Section 5.1.
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         "Termination  of Service"  shall mean the  Participant's  ceasing to be
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employed by the Corporation or the Bank for any reason whatsoever,  voluntary or
involuntary, other than by reason of death or Disability or an approved leave of
absence.

                                   ARTICLE III
                                 Administration
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         The Plan shall be administered  by the Committee,  provided that if for
any  reason  the  Committee  shall not have been  appointed  by the  Board,  all
authority  and  duties of the  Committee  under the Plan  shall be vested in and
exercised by the Board.  Subject to the  limitations  of the Plan, the Committee
shall  have the sole and  complete  authority  to: (i)  select  Participants  to
receive  Restricted  Stock  Grants,  (ii) award  Restricted  Stock Grants to any
Participant at any time prior to the  termination of this Plan in such quantity,
at such price,  on such terms and subject to such  conditions as are  consistent
with this Plan and established by the Committee from time to time,  (iii) impose
such  limitations,  restrictions  and conditions upon any Restricted Stock Grant
made to any  Participant as it shall deem  appropriate,  (iv) interpret the Plan
and adopt,  amend and  rescind  administrative  guidelines  and other  rules and
regulations  relating  to the  Plan,  (v)  correct  any  defect or  omission  or
reconcile  any  inconsistency  in the  Plan or in any  Restricted  Stock  Grants
awarded  thereunder  and (vi) make all other  determinations  and take all other
actions necessary or advisable for the  implementation and administration of the
Plan.  Determinations  by the Board or the Committee  under the Plan  including,
without  limitation,   determinations  of  the  Participants  eligible  for  the
Restricted Stock Grants, the form, amount and timing of Restricted Stock Grants,
the terms and provisions of Restricted Stock Grants, and the writings evidencing
Restricted Stock Grants,  need not be uniform and may be made selectively  among
Participants who receive Restricted Stock Grants hereunder,  whether or not such
Participants are similarly situated.

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The Board's or Committee's  determinations on matters within its authority shall
be conclusive and binding upon the  Participants,  the Corporation and all other
Persons.  All expenses  associated with the  administration of the Plan shall be
borne by the Corporation.

                                   ARTICLE IV
                   Shares Eligible for Restricted Stock Grants
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         4.1  Number of Shares of Common  Stock.  The number of shares of Common
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Stock which may be awarded as Restricted  Stock Grants shall not exceed,  in the
aggregate,  25,000  shares,  provided that the type and the aggregate  number of
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shares of Common  Stock which may be granted  under the Plan shall be subject to
adjustment in accordance with the provisions of paragraph 4.2 below, and further
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provided  that to the extent any shares of Common Stock that are awarded under a
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Restricted  Stock Grant that has terminated or been  canceled,  or any shares of
Common Stock that have been  forfeited  in any manner,  shall again be available
under the Plan.  The  shares of  Common  Stock  available  under the Plan may be
either authorized and unissued shares, treasury shares or a combination thereof,
as the Committee shall determine.

         4.2 Adjustments.  In the event of a  reorganization,  recapitalization,
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stock dividend or stock split, or combination or other change, identified by the
Committee, in the Common Stock, the Committee may make such adjustments, if any,
in the number and type of shares  authorized  for issuance by the Plan as may be
determined  to be  appropriate  and  equitable  in the  sole  discretion  of the
Committee,  provided  that  fractions  of a share  will be  rounded  down to the
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nearest whole share.

                                    ARTICLE V
                             Restricted Stock Grants
                             -----------------------

         5.1 Restricted  Stock Grants.  The Committee may award shares of Common
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Stock to Participants,  which shares shall be subject to the following terms and
conditions  and such other terms and  conditions  as the Committee may prescribe
("Restricted Stock Grants"):

         (a)  Restricted  Stock  Grants may become  vested,  and not  subject to
forfeiture,  in one or more installments,  upon the happening of certain events,
upon the passage of a specified  period of time, upon the fulfillment of certain
conditions or upon the  achievement  by the  Corporation  or the Bank of certain
performance  goals,  as the Committee  shall decide in each case when Restricted
Stock Grants are awarded.

         (b) In the event of a Change of  Control,  all of the  shares of Common
Stock under a Restricted Stock Grant shall become fully vested,  and not subject
to forfeiture,  for any  Participant  who is employed by the  Corporation or the
Bank at the time of the Change of Control.

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         (c) All of the shares of Common  Stock under a  Restricted  Stock Grant
shall  become fully  vested,  and not subject to  forfeiture,  upon the death or
Disability of any  Participant who is employed by the Corporation or the Bank at
the time of the Participant's death or Disability.

         (d) Restricted Stock Grants hereunder shall be subject to the terms and
conditions of the Plan and a written  agreement (a "Restricted Stock Agreement")
which shall be signed by the Participant  and by the Chairman of the Board,  the
Chief Executive Officer or the President of the Corporation for and on behalf of
the  Corporation  and which  shall  contain  such  terms and  conditions  as the
Committee shall deem necessary and desirable.

         5.2  Forfeiture  Upon  Termination  of  Service.  Except  as  otherwise
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provided  in  Section  5.1 or as  otherwise  provided  by the  Committee  in the
Restricted  Stock  Agreement for a  Participant's  Restricted  Stock Grant,  any
portion of such Participant's  shares of Common Stock that was not vested on the
date of such Participant's  Termination of Service shall be forfeited as of such
date.

                                   ARTICLE VI
                               General Provisions
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         6.1 Listing,  Registration  and Compliance  with Laws and  Regulations.
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Restricted  Stock  Grants  awarded  under  this  Plan  shall be  subject  to the
requirement  that  if  at  any  time  the  Committee  shall  determine,  in  its
discretion,  that the listing,  registration or  qualification  of the shares of
Common Stock  granted under the Plan upon any  securities  exchange or under any
state or  federal  securities  or other law or  regulation,  or the  consent  or
approval of any  governmental  regulatory  body,  is necessary or desirable as a
condition to or in connection  with the award of  Restricted  Stock Grants under
the Plan, no Restricted Stock Grants may be granted, in whole or in part, unless
such listing, registration,  qualification,  consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee. The
holders of such Restricted  Stock Grants shall supply the Corporation  with such
certificates,  representations  and information as the Corporation shall request
and shall  otherwise  cooperate with the  Corporation in obtaining such listing,
registration, qualification, consent or approval. In the case of holders of such
Restricted  Stock  Grants who are subject to Section  16(b) of the 1934 Act, the
Committee may at any time impose any  limitations  upon the grant and/or vesting
of Restricted Stock Grants that, in the Committee's discretion, are necessary or
desirable  in  order to  comply  with  such  Section  16(b)  and the  rules  and
regulations thereunder.

         6.2  Withholding  of  Taxes.  The  Corporation  or the  Bank  shall  be
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entitled,  if necessary  or  desirable,  to withhold  from any  Participant  any
amounts due and payable by the  Corporation or the Bank to such  Participant (or
secure payment from such  Participant in lieu of withholding)  the amount of any
withholding  or other tax due from the  Corporation  or the Bank with respect to
any  shares  of  Common  Stock  subject  to  Restricted  Stock  Grants,  and the
Corporation may defer such issuance unless indemnified to its satisfaction.

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         6.3 Rights of  Participants.  Nothing in this Plan or in any Restricted
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Stock  Agreement  shall  interfere  with or  limit  in any way the  right of the
Corporation  or the Bank to terminate any  Participant's  employment at any time
(with or without  cause),  nor confer upon any Participant any right to continue
in the  employ  of the  Corporation  or the  Bank for any  period  of time or to
continue his or her present (or any other) rate of  compensation,  and except as
otherwise  provided under the Plan or by the Committee in the  Restricted  Stock
Agreement,  in  the  event  of  any  Participant's   termination  of  employment
(including,  but not limited to, the  termination by the Corporation or the Bank
without cause),  any portion of such  Participant's  Restricted Stock Grant that
was not  previously  vested  shall be forfeited or expire as of the date of such
termination.  No  employee  shall  have a right  to be  selected  to  receive  a
Restricted  Stock  Grant or,  having been so  elected,  to be selected  again to
receive a Restricted Stock Grant.

         6.4 Amendment,  Suspension  and  Termination of Plan. The Committee may
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suspend or terminate  the Plan or any portion  thereof at any time and may amend
from time to time in such respects as the Committee may deem advisable, provided
that no such amendment shall be made without stockholder  approval to the extent
such  approval is required by law,  agreement or the rules of any exchange  upon
which the shares of Common Stock are listed,  and further  provided that no such
amendment,  suspension or termination shall impair the rights of Participants in
respect of then  outstanding  Restricted  Stock Grants  awarded  under this Plan
without the consent of the Participants  affected  thereby.  No Restricted Stock
Grants shall be awarded hereunder after the tenth anniversary of the adoption of
the Plan.

         6.5  Amendment,   Modification  and  Cancellation  of  Agreements.  The
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Committee  may amend,  modify or cancel any  Restricted  Stock  Agreement in any
manner to the extent that the Committee  would have had the authority  under the
Plan initially to award such Restricted Stock  Agreement,  provided that no such
amendment,   modification  or  cancellation  shall  impair  the  rights  of  any
Participant  under any or Restricted Stock Agreement without the consent of such
Participant.

         6.6   Indemnification.   In   addition   to  such   other   rights   of
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indemnification  as they may have as members of the Board or the Committee,  the
members of the Committee  shall be  indemnified by the  Corporation  against all
costs and expenses  reasonably  incurred by them in connection  with any action,
suit or  proceeding  to which  they or any of them may be party by reason of any
action  taken or  failure  to act  under or in  connection  with the Plan or any
awards of Restricted  Stock Grants awarded  thereunder,  and against all amounts
paid by them in  settlement  thereof  (provided  such  settlement is approved by
independent  legal  counsel  selected  by the  Corporation)  or  paid by them in
satisfaction of a judgment in any such action, suit or proceeding, provided that
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any such Committee  member shall be entitled to the  indemnification  rights set
forth in this paragraph 6.6 only if such member has acted in good faith and in a
manner that such member reasonably  believed to be in or not opposed to the best
interests  of the  Corporation  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable  cause to believe that such conduct was unlawful,
and further  provided  that upon the  institution  of any such  action,  suit or
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proceeding a Committee member shall give the Corporation  written

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notice thereof and an opportunity,  at its own expense, to handle and defend the
same before such Committee member  undertakes to handle and defend it on his own
behalf.

         6.7 Term of the Plan.  This Plan shall be effective as of the Effective
Date,  subject  to the  approval  of the  Plan  by the  affirmative  vote of the
stockholders  of the  Corporation  entitled to vote  thereon at the time of such
approval.  No Restricted  Stock Grants shall be awarded under the Plan after the
tenth anniversary of the Effective Date of the Plan, but Restricted Stock Grants
awarded theretofore shall continue beyond that date in accordance with the terms
of the Restricted Stock Agreements.


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