Exhibit 10.2
                                     FORM OF
                      THE FIRST NATIONAL BANK OF LITCHFIELD
                           FIRST AMENDED AND RESTATED
                     DIRECTOR INCENTIVE RETIREMENT AGREEMENT

         THIS  FIRST  AMENDMENT  AND  RESTATEMENT  to  the  DIRECTOR   INCENTIVE
RETIREMENT  AGREEMENT dated the ___ day of ___________,  200_ (this "Agreement")
is made this 20th day of November,  2008 by and between The First  National Bank
of  Litchfield,  a  national  bank,  located  in  Litchfield,  Connecticut  (the
"Company"), and ___________________ (the "Director").

                                  INTRODUCTION

         In an effort to reward past service, encourage continued service on the
Company's Board of Directors,  and as a method to attract future Directors,  the
Company is willing to provide to the Director a deferred incentive  opportunity.
The Company will pay the benefits from its general assets.

                                    AGREEMENT

         The Director and the Company agree as follows:

                                    ARTICLE 1
                                   Definitions

         1.1 Definitions.  Whenever used in this Agreement,  the following words
and phrases shall have the meanings specified:

                  1.1.1 "Annual Fees" means the Board of Director retainer fees,
         the Board of Director meeting fees and the Board of Director  committee
         fees earned by the Director during the Plan Year.

                  1.1.2  "Change of Control"  means a change in the ownership or
         effective control of the Company,  or in the ownership of a substantial
         portion of the assets of the Company, as defined in Treasury Regulation
         ss.409A-3(i)(5) under Section 409A of the Code.

                  1.1.3  "Code"  means the  Internal  Revenue  Code of 1986,  as
         amended.

                  1.1.4 "Deferral Account" means the Company's accounting of the
         Director's accumulated Deferrals plus accrued interest.

                  1.1.5  "Disability"  means the Director is unable to engage in
         any   substantial   gainful   activity  by  reason  of  any   medically
         determinable  physical  or mental  impairment  that can be  expected to
         result in death or can be expected to last for a continuous period

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         of not less than twelve (12) months.  As a condition  to any  benefits,
         the  Company may  require  the  Director to submit to such  physical or
         mental   evaluations   and  tests  as  the  Board  of  Directors  deems
         appropriate.  The Director will be deemed  disabled if determined to be
         totally disabled by the Social Security Administration.

                  1.1.6 "Early Retirement Date" means the date that the Director
         has  terminated  service  before  his  72nd  birthday  provided  he has
         completed at least 10 Years of Service.

                  1.1.7 "Earnings" means the Company's reported Net Income after
         taxes.

                  1.1.8  "Earnings  Growth" means the  percentage  change in the
         Company's  Earnings over a one-year period,  measured on December 31 of
         each year.

                  1.1.9 "Effective Date" means ______________ __, 200_.

                  1.1.10  "Election  Form" means the Form attached as Exhibit 1.
         The  Election  Form must be  completed  at the time of  signing of this
         Agreement  and may not be amended with respect to any deferrals for any
         Plan Year unless such amended  Election  Form is received by June 30 of
         the Plan Year; if not received by such date, the amended  Election Form
         will  be  effective  with  respect  to  deferrals  for  the  Plan  Year
         commencing after the date the instructions are received by the Company.

                  1.1.11  "Extraordinary  Items" means those items recognized by
         Generally   Accepted   Accounting   Principles  as  extraordinary  that
         substantially  affect  shareholder  equity and/or the Company's assets.
         Examples  of such items are  mergers,  acquisitions,  stock  splits and
         other items of that nature.

                  1.1.12 "Growth of Stock Rate" means the  percentage  change in
         the First Litchfield  Financial  Corporation's fair market value common
         stock  price  ("Stock  Price")  over a one  year  period,  measured  on
         December 31 of each year, with a guaranteed minimum of 4% and a maximum
         of 15%, cumulatively.

                  1.1.13  "Return  On  Equity"  means  the  Company's  Earnings,
         adjusted for Extraordinary Items, divided by the Company's common stock
         equity at the end of the same fiscal year.

                  1.1.14  "Normal  Retirement  Age"  means the  Director's  72nd
         birthday.

                  1.1.15 "Normal  Retirement Date" means the later of the Normal
         Retirement Age or Termination of Service.

                  1.1.16 "Plan Year" means the calendar  year.  The initial Plan
         Year shall be a short Plan Year  commencing on the  Effective  Date and
         ending on December 31 of the same year.

                  1.1.17  "Termination of Service" means the Director ceasing to
         be a  member  of the  Company's  Board  of  Directors  for  any  reason
         whatsoever.

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<PAGE>

                  1.1.18  "Unforeseeable  Emergency"  means a  severe  financial
         hardship to the Director  resulting  from an illness or accident of the
         Director, the Director's spouse or a dependent of the Director, loss of
         the Director's property due to casualty,  or similar  extraordinary and
         unforeseeable  circumstances  arising as a result of events  beyond the
         control of the Director, as limited by Section 409A(a)(1)(B)(ii)(II) of
         the Code and Treasury  Regulations  ss.409A-3 under Section 409A of the
         Code.

                  1.1.19   "Years  of  Service"   means  the  total   number  of
         twelve-month  periods during which the Director served on the Company's
         Board of  Directors  on a full-time  basis,  inclusive  of any approved
         leave of absence.

                                    ARTICLE 2
                                    Incentive

         2.1 Incentive  Award.  Return On Equity (the "ROE") and Earnings Growth
determined as of December 31 of each plan year shall  determine  the  Director's
Incentive  Award  Percentage,  in accordance  with the attached  Schedule A. The
chart on  Schedule  A is  specifically  subject to change  annually  at the sole
discretion  of  the  Company's  Board  of  Directors.  The  Incentive  Award  is
calculated  annually by taking the  Director's  Annual Fees for the Plan Year in
which the ROE and  Earnings  Growth was  calculated  times the  Incentive  Award
Percentage.

         2.2  Incentive  Deferral.  On March 1  following  each Plan  Year,  the
Company shall declare and pay the  Incentive  Award in the form of  compensation
and the Director shall defer such amount to the Deferral Account.

                                    ARTICLE 3
                                Deferral Account

         3.1 Establishing and Crediting.  The Company shall establish a Deferral
Account on its books for the Director,  and shall credit to the Deferral Account
the following amounts:

                  3.1.1  Deferrals.  The Incentive  Deferral as determined under
         Article 2.

                  3.1.2  Interest.  On  March 1  following  each  Plan  Year and
         immediately  prior to the  payment  of any  benefits,  interest  on the
         account balance since the preceding credit under this Section 3.1.2, at
         an annual rate, compounded annually,  equal to the Growth of Stock Rate
         for the same period.

         3.2  Statement of Accounts.  The Company shall provide to the Director,
within one hundred  twenty (120) days after each Plan Year, a statement  setting
forth the Deferral Account balance.

         3.3 Accounting Device Only. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind.  The  Director  is a general  unsecured  creditor of the
Company for the payment of  benefits.  The

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benefits represent the mere Company promise to pay such benefits. The Director's
rights  are  not  subject  in any  manner  to  anticipation,  alienation,  sale,
transfer,  assignment,  pledge,  encumbrance,  attachment, or garnishment by the
Director's creditors.

         3.4 Hardship.  If an Unforeseeable  Emergency occurs, the Director,  by
written  instructions to the Company, may elect to reduce future deferrals under
this  Agreement  with respect to  Incentive  Awards for the current Plan Year if
such  instructions  are received by June 30 of the Plan Year, or if not received
by such  date,  the Plan Year  commencing  after the date the  instructions  are
received by the Company.


                                    ARTICLE 4
                                Lifetime Benefits

         4.1 Normal Retirement Benefit. If the Director terminates service on or
after the Normal  Retirement Age for reasons other than death, the Company shall
pay to the  Director  the benefit  described  in this Section 4.1 in lieu of any
other benefit under this Agreement.

                  4.1.1 Amount of Benefit. The benefit under this Section 4.1 is
         the Deferral Account balance on the Director's Normal Retirement Date.

                  4.1.2 Payment of Benefit. The Company shall pay the benefit to
         the Director  commencing  on the first day of the month  following  the
         Director's  Normal  Retirement Date in the form elected by the Director
         on the Election  Form.  If the Director  elects to receive  payments in
         equal  monthly  installments,  the  Company  shall  continue  to credit
         interest  on  the  remaining  account  balance  during  any  applicable
         installment  period fixed at the rate in effect under  Section 3.1.2 on
         the date of the Director's Termination of Service.

         4.2 Early Retirement  Benefit. If the Director terminates service on or
after the Early  Retirement  Date and before the Normal  Retirement Age, and for
reasons other than Change of Control, death or Disability, the Company shall pay
to the Director  the benefit  described in this Section 4.2 in lieu of any other
benefit under this Agreement.

                  4.2.1 Amount of Benefit. The benefit under this Section 4.2 is
         the Deferral Account balance on the Director's Early Retirement Date.

                  4.2.2 Payment of Benefit. The Company shall pay the benefit to
         the Director in the form and on the date elected by the Director on the
         Election Form. If the Director elects the Deferred Payment Option or to
         receive  payments in equal  monthly  installments,  the  Company  shall
         continue to credit interest on the remaining account balance during any
         applicable installment period fixed at the rate in effect under Section
         3.1.2 on the date of the Director's Termination of Service.

                  4.2.3  Deferred  Payment  Option.  Under this Section 4.2, the
         Director  may elect to defer  payment of his Early  Retirement  Benefit
         until the date  elected by the Director on

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<PAGE>

         the Election Form,  not to exceed the first day of the month  following
         his Normal Retirement Age.

         4.3 Early  Termination  Benefit.  If the  Director  terminates  service
before the Early Retirement Age or Normal  Retirement Age for reasons other than
Change of Control,  death or  Disability,  the Company shall pay to the Director
the benefit  described in this Section 4.3 in lieu of any other  benefits  under
this Agreement.

                  4.3.1 Amount of Benefit. The benefit under this Section 4.3 is
         the vested  portion of the Deferral  Account  balance on the Director's
         Termination of Service.

                  4.3.2  Vesting of Awards.  For  purposes of this  Section 4.3,
         Incentive  Awards  will  vest 20% per year  from the date the award was
         declared.  The interest credited to each Incentive Award will also vest
         20% per year from the date the award was declared.

                  4.3.3 Payment of Benefit. The Company shall pay the benefit to
         the Director in a single lump sum within 60 days after  Termination  of
         Service.

         4.4  Disability   Benefit.  If  the  Director  terminates  service  for
Disability  prior to the Early  Retirement  Age or Normal  Retirement  Age,  the
Company  shall pay to the Director the benefit  described in this Section 4.4 in
lieu of any other benefit under this Agreement.

                  4.4.1 Amount of Benefit. The benefit under this Section 4.4 is
         the Deferral Account balance at Termination of Service.

                  4.4.2 Payment of Benefit. The Company shall pay the benefit to
         the Director  commencing  on the first day of the month  following  the
         Director's Normal Retirement Age in the form elected by the Director on
         the Election Form. If the Director elects to receive  payments in equal
         monthly installments,  the Company shall continue to credit interest on
         the remaining account balance during any applicable  installment period
         fixed  at the rate in  effect  under  Section  3.1.2 on the date of the
         Director's Termination of Service.

         4.5  Subsequent  Election.  If the Director  makes any  election  under
Sections  4.1.2,  4.2.2,  or 4.4.2 or 5.1.2  subsequent  to December 31, 2005 to
delay a payment or to change the form of payment,  (i) the  subsequent  election
must be made at least  twelve  (12)  months  prior to the  date  that the  first
payment would otherwise have been made, (ii) payments to be made with respect to
such  subsequent  election  shall be deferred  for a period of not less five (5)
five years from the date such payments would otherwise have been made, and (iii)
such subsequent election shall not take effect until at least twelve (12) months
after the date on which such subsequent election is made.

         4.6  Change of  Control  Benefit.  Upon a Change of  Control  while the
Director is in the active  service of the Company,  the Company shall pay to the
Director the benefit  described in this Section 4.5 in lieu of any other benefit
under this Agreement.

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<PAGE>

                  4.6.1 Amount of Benefit.  The benefit under Section 4.5 is the
         Deferral  Account balance on the date of the Director's  Termination of
         Service.

                  4.6.2 Payment of Benefit. The Company shall pay the benefit to
         the  Director  in a  lump-sum  payment  no later than 60 days after the
         Director's Termination of Service.

         4.7 Hardship Distribution.  Upon the Company's determination (following
petition by the  Director)  that the  Director  has  suffered  an  Unforeseeable
Emergency,  the Company shall distribute to the Director the amount necessary to
satisfy  such  emergency  plus  amounts   necessary  to  pay  taxes   reasonably
anticipated as a result of the  distribution,  as determined in accordance  with
Treasury Regulation ss.409A-3.

                                    ARTICLE 5
                                 Death Benefits

         5.1 Death During  Active  Service.  If the  Director  dies while in the
active  service  of the  Company,  the  Company  shall  pay  to  the  Director's
beneficiary the benefit described in this Section 5.1.

                  5.1.1 Amount of Benefit.  The benefit under Section 5.1 is the
         greater of the Deferral  Account  balance or the  projected  retirement
         benefit as per the attached Schedule B.

                  5.1.2 Payment of Benefit. The Company shall pay the benefit to
         the  beneficiary  in the form  elected by the  Director on the Election
         Form. If the Director  elects  payments in equal monthly  installments,
         the Company shall continue to credit interest on the remaining  account
         balance during any applicable  installment  period fixed at the rate in
         effect under Section 3.1.2 on the date of the Director's death.

         5.2 Death During  Benefit  Period.  If the Director  dies after benefit
payments  have  commenced  under this  Agreement  but before  receiving all such
payments,  the  Company  shall  pay the  remaining  benefits  to the  Director's
beneficiary  at the same time and in the same  amounts they would have been paid
to the Director had the Director survived.

         5.3 Death  After  Termination  of Service But Before  Benefit  Payments
Commence.  If the Director is entitled to benefit payments under this Agreement,
but dies prior to the commencement of said benefit  payments,  the Company shall
pay the benefit  payments to the  Director's  beneficiary  that the Director was
entitled to prior to death except that the benefit  payments  shall  commence on
the first day of the month following the date of the Director's death.

                                    ARTICLE 6
                                  Beneficiaries

         6.1   Beneficiary   Designations.   The  Director  shall   designate  a
beneficiary by filing a written  designation with the Company.  The Director may
revoke  or  modify  the  designation  at

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<PAGE>

any  time by  filing  a new  designation.  However,  designations  will  only be
effective  if signed by the  Director  and  accepted by the  Company  during the
Director's  lifetime.  The Director's  beneficiary  designation  shall be deemed
automatically  revoked if the beneficiary  predeceases  the Director,  or if the
Director  names a  spouse  as  beneficiary  and  the  marriage  is  subsequently
dissolved.  If the Director dies without a valid  beneficiary  designation,  all
payments shall be made to the Director's estate in a lump sum.

         6.2  Facility  of  Payment.  If a benefit is  payable to a minor,  to a
person  declared  incompetent,   or  to  a  person  incapable  of  handling  the
disposition  of his or her  property,  the Company  may pay such  benefit to the
guardian,  legal  representative  or person  having  the care or custody of such
minor,  incompetent person or incapable person. The Company may require proof of
incompetence,  minority  or  guardianship  as it may deem  appropriate  prior to
distribution of the benefit.  Such distribution  shall completely  discharge the
Company from all liability with respect to such benefit.

                                    ARTICLE 7
                               General Limitations

         Notwithstanding  any provision of this  Agreement to the contrary,  the
Company shall not pay any benefit under this Agreement:

         7.1 Excess Parachute Payment. To the extent the benefit would create an
excise tax under the excess parachute rules of Section 280G of the Code.

         7.2 Suicide. If the Director commits suicide within two years after the
date of this Agreement, or if the Director has made any material misstatement of
fact on any application for life insurance purchased by the Company.

                                    ARTICLE 8
                          Claims and Review Procedures

         8.1 Claims  Procedure.  The Company  shall  notify any person or entity
that makes a claim against this  Agreement (the  "Claimant") in writing,  within
ninety (90) days of Claimant's written  application for benefits,  of his or her
eligibility or noneligibility for benefits under this Agreement.  If the Company
determines that the Claimant is not eligible for benefits or full benefits,  the
notice shall set forth (1) the specific reasons for such denial,  (2) a specific
reference to the provisions of this Agreement on which the denial is based,  (3)
a  description  of any  additional  information  or material  necessary  for the
Claimant to perfect his or her claim, and a description of why it is needed, and
(4) an  explanation  of this  Agreement's  claims  review  procedure  and  other
appropriate  information  as to the steps to be taken if the Claimant  wishes to
have the claim  reviewed.  If the  Company  determines  that  there are  special
circumstances  requiring  additional time to make a decision,  the Company shall
notify  the  Claimant  of the  special  circumstances  and the  date by  which a
decision is expected to be made, and may extend the time for up to an additional
ninety-day period.

         8.2 Review Procedure.  If the Claimant is determined by the Company not
to be

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eligible for benefits, or if the Claimant believes that he or she is entitled to
greater or different  benefits,  the Claimant shall have the opportunity to have
such claim  reviewed  by the  Company by filing a petition  for review  with the
Company  within  sixty  (60) days  after  receipt  of the  notice  issued by the
Company.  Said  petition  shall state the  specific  reasons  which the Claimant
believes  entitle him or her to benefits  or to greater or  different  benefits.
Within sixty (60) days after receipt by the Company of the petition, the Company
shall afford the Claimant (and counsel, if any) an opportunity to present his or
her position to the Company orally or in writing,  and the Claimant (or counsel)
shall have the right to review the pertinent documents. The Company shall notify
the Claimant of its decision in writing  within the  sixty-day  period,  stating
specifically  the basis of its  decision,  written in a manner  calculated to be
understood  by the  Claimant and the specific  provisions  of this  Agreement on
which  the  decision  is  based.  If,  because  of the need for a  hearing,  the
sixty-day  period is not  sufficient,  the  decision  may be deferred  for up to
another  sixty-day  period at the  election of the  Company,  but notice of this
deferral shall be given to the Claimant.

                                    ARTICLE 9
                           Amendments and Termination

         This Agreement may be amended or terminated only by a written agreement
signed by the Company.

                                   ARTICLE 10
                                  Miscellaneous

         10.1 Binding  Effect.  This  Agreement  shall bind the Director and the
Company,   and   their   beneficiaries,    survivors,   executors,   successors,
administrators and transferees.

         10.2 No  Guarantee  of Service.  This  Agreement  is not a contract for
services.  It does not give the  Director  the right to remain a Director of the
Company,  nor does it  interfere  with the  shareholders'  rights to replace the
Director.  It also  does not  require  the  Director  to remain a  Director  nor
interfere with the Director's right to terminate services at any time.

         10.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

         10.4 Reorganization. The Company shall not merge or consolidate into or
with another company, or reorganize,  or sell substantially all of its assets to
another company,  firm, or person unless such succeeding or continuing  company,
firm, or person agrees to assume and  discharge the  obligations  of the Company
under this Agreement.  Upon the occurrence of such event,  the term "Company" as
used in this  Agreement  shall be deemed to refer to the  successor  or survivor
company.

         10.5 Tax  Withholding.  The Company  shall  withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

         10.6  Applicable  Law.  The  Plan  and all  rights  hereunder  shall be
governed by and

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construed  according to the laws of Connecticut,  except to the extent preempted
by the laws of the United States of America.

         10.7 Unfunded  Arrangement.  The Director and  beneficiary  are general
unsecured  creditors  of the  Company  for the  payment of  benefits  under this
Agreement.  The benefits  represent  the mere promise by the Company to pay such
benefits.  The rights to benefits are not subject in any manner to anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance,  attachment, or
garnishment  by  creditors.  Any insurance on the  Director's  life is a general
asset of the Company to which the Director and beneficiary  have no preferred or
secured claim.

         10.8  Recovery of Estate  Taxes.  If the  Director's  gross  estate for
federal estate tax purposes  includes any amount  determined by reference to and
on  account  of  this  Agreement,  and if the  beneficiary  is  other  than  the
Director's estate,  then the Director's estate shall be entitled to recover from
the  beneficiary  receiving  such benefit under the terms of the  Agreement,  an
amount by which the total estate tax due by the Director's  estate,  exceeds the
total  estate tax which would have been payable if the value of such benefit had
not been  included in the  Director's  gross  estate.  If there is more than one
person receiving such benefit,  the right of recovery shall be against each such
person. In the event the beneficiary has a liability hereunder,  the beneficiary
may  petition  the Company for a lump sum payment in an amount not to exceed the
beneficiary's liability hereunder.

         10.9 Entire  Agreement.  This Agreement  supersedes the prior agreement
between Company and the Director on the subject matter hereof dated September 1,
2004 and constitutes the entire  agreement  between the Company and the Director
as to the subject matter hereof. No rights are granted to the Director by virtue
of this Agreement other than those specifically set forth herein.

         10.10 Administration. The Company shall have powers which are necessary
to administer this Agreement, including but not limited to:

                  10.10.1 Interpreting the provisions of this Agreement;

                  10.10.2 Establishing and revising the method of accounting for
         this Agreement;

                  10.10.3 Maintaining a record of benefit payments; and

                  10.10.4 Establishing rules and prescribing any forms necessary
         or desirable to administer this Agreement.

         10.11  Designated  Fiduciary.  For purposes of the Employee  Retirement
Income  Security  Act of 1974,  if  applicable,  the Company  shall be the named
fiduciary and plan  administrator  under the Agreement.  The named fiduciary may
delegate  to  others   certain   aspects  of  the   management   and   operation
responsibilities  of  the  plan  including  the  service  of  advisors  and  the
delegation of ministerial duties to qualified individuals.

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         10.12  Section  409A.  All  provisions  of  this  Agreement   shall  be
interpreted to be compliant with the provisions of Section 409A of the Code, and
regulations  and rulings  issued  thereunder,  so as not to subject the benefits
accruing hereunder to taxation pursuant to Section 409A(a)(1).

         IN WITNESS WHEREOF,  the Director and a duly authorized Company officer
have signed this Agreement.

DIRECTOR:                                 COMPANY:
                                          The First National Bank of Litchfield


______________________                    By  ___________________________
                                          Name
                                          Title



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                                  EXHIBIT 1 TO

DIRECTOR INCENTIVE RETIREMENT AGREEMENT

                           Normal Retirement Benefits
                           --------------------------
I elect to receive my Normal  Retirement  Benefits  under  Section  4.1.2 of the
Agreement in the following form:
[Initial One]

____ Lump sum

____ Equal monthly installments for 120 months.

                            Early Retirement Benefits
                            -------------------------
I elect to receive  my Early  Retirement  Benefits  under  Section  4.2.2 of the
Agreement in the following form:
[Initial One]

____  Lump  sum,  payable  on the  first  day of the  month  following  my Early
Retirement Date.

____ Deferred Lump sum, payable on _____________________________________.

____ Equal monthly  installments  for 120 months  commencing on the first day of
the month following my Early Retirement Date.

____ Deferred Equal monthly installments for 120 months commencing on _________.

                               Disability Benefits
                               -------------------
I elect to receive my Disability  Benefits  under Section 4.4.2 of the Agreement
in the following form:
[Initial One]

____ Lump sum

____ Equal monthly installments for 120 months.

                                 Death Benefits
                                 --------------
I elect to have my Death  Benefit paid under  Section  5.1.2 of the Agreement in
the following form: [Initial One]

____ Lump sum

____ Equal monthly installments for 120 months.

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Signature   _______________________

Date   ____________________________

Accepted by the Company this ____ day of ___________, 200_.

By  _______________________________
Title  ____________________________


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                             BENEFICIARY DESIGNATION

                      The First National Bank of Litchfield
                     DIRECTOR INCENTIVE RETIREMENT AGREEMENT



I  designate  the  following  as  beneficiary  of any death  benefits  under the
Director Incentive Retirement Agreement:

Primary:  ______________________________________________________________________
________________________________________________________________________________

Contingent:  ___________________________________________________________________
________________________________________________________________________________

Note:    To  name a  trust  as  beneficiary,  please  provide  the  name  of the
         trustee(s) and the exact name and date of the trust agreement.
                            -----

I understand  that I may change these  beneficiary  designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically  revoked if the beneficiary  predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.


Signature  ___________________

Date      ____________________


Accepted by the Company this ___ day of _________, 200_.


By   __________________________
Title  ________________________



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                                   Schedule A


                      Deferred Bonus as a % of Annual Fees

                     -----------------------------------------------
              14.0%   34.5    37.8    40.8    43.9    47.1    50.2
                     -----------------------------------------------
              13.0%   32.3    34.9    38.2    41.1    44.0    47.0
                     -----------------------------------------------
              12.0%   30.1    32.6    35.5    38.3    41.0    43.7
                     -----------------------------------------------
 Earnings     11.0%   27.8    30.3    32.9    35.4    38.0    40.5
  Growth             -----------------------------------------------
              10.0%   25.6    28.0    30.3    32.6    34.9    37.2
                     -----------------------------------------------
               9.0%   23.4    25.8    27.6    29.8    31.9    34.0
                     -----------------------------------------------
               8.0%   21.2    22.5    25.0    26.9    28.8    30.8
                     -----------------------------------------------
               7.0%   18.9    19.6    22.4    24.1    25.8    27.5
                     -----------------------------------------------
               6.0%   16.7    17.6    19.7    21.3    22.8    24.3
                     -----------------------------------------------
               5.0%   14.5    15.8    17.1    18.4    19.7    21.1
                     -----------------------------------------------
                      11.0%   12.0%   13.0%   14.0%   15.0%   16.0%

                                Return on Equity