Exhibit 10.3
                                     FORM OF
                      THE FIRST NATIONAL BANK OF LITCHFIELD
                           FIRST AMENDED AND RESTATED
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

         This First  Amendment and  Restatement  to the  Supplemental  Executive
Retirement Agreement (this "Agreement") dated as of and effective the 1st day of
January, 2006 (this "Agreement"),  is made the 20th day of November, 2008 by and
between THE FIRST  NATIONAL BANK OF  LITCHFIELD,  a bank  organized and existing
under the national  banking  laws of the United  States of America with its main
office located at 13 North Street, Litchfield,  Connecticut,  06759 (the "Bank")
and ___________, whose mailing address is __________________ (the "Executive").

         Whereas,  the Executive has been and continues to be a valued executive
of the Bank;

         Whereas,    the    Executive    has    performed    his    duties    as
______________________ in a capable and efficient manner; and

         Whereas,  the Bank wishes to ensure the continued  loyalty and services
of the Executive by providing him with deferred compensation,

         Now,  therefore,  in  consideration  of the foregoing  premises and the
services  to be  performed  in the  future as well as the mutual  covenants  and
promises  herein  contained,  it is agreed that this Agreement is hereby entered
into as follows:

         In  consideration of the mutual covenants herein contained and implied,
the  sufficiency  of  which  is  acknowledged  by each  party,  the Bank and the
Executive agree as follows:

         1. Definitions.
            -----------

            (a)  "Accrued  Benefit"  means the  gross  annual  payment  equal to
twenty-five  percent  (25%)  of  the  Executive's  Final  Average   Compensation
multiplied by the  Executive's  Non-forfeitable  Percentage set forth in Section
2(b).

            (b) "Actuarial  Equivalent" means a benefit of equivalent value when
computed on the basis of the  applicable  interest  rate,  for  purposes of Code
Section  417(e)(3)(A)(ii)(II),  for November of the calendar year  preceding the
year in which the Executive separates from service,  and the mortality table set
forth in Treas. Reg. ss.1.401(a)(9)-9.

            (c) "Cause" means the following:

                  (i) the  commission  by the  Executive of any crime  involving
deceit,  dishonesty or fraud with regard to the Bank or its  business,  or moral
turpitude of such a nature as would adversely affect the reputation of the Bank;

                  (ii) the commission by the Executive of a material act or acts
of dishonesty in connection with the  performance of the  Executive's  duties to
the Bank including, without limitation, misappropriation of funds or property;

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                  (iii)  an  act  or  acts  of  misconduct   (including   sexual
harassment) by the Executive;

                  (iv)  continued  willful  non-performance  by the Executive of
duties (other than by reason of illness or  disability)  which has continued for
more than five (5) days  following  written notice of  non-performance  from the
Board of Directors (or Executive Committee); or

                  (v) the entry of a final cease and desist  order with  respect
to safety and  soundness  violations by any federal or state  regulatory  agency
having jurisdiction over the Bank, or the suspension,  removal or termination of
the  employment  of the  Executive  pursuant to an order by any federal or state
regulatory  agency having  jurisdiction over the Bank, so long as any such order
is  determined  in the sole  discretion  of the Board of  Directors to relate to
matters within the conduct or sphere of supervisory authority of the Executive.

         The  determination  of  whether  the  Executive's  employment  shall be
terminated for Cause shall be made at a meeting of the Board of Directors called
and held for such  purpose,  at which  meeting  the Board of  Directors  makes a
finding  that in the good faith  opinion of the Board of  Directors an event set
forth in subclauses (i) through (v) has occurred and specifying the  particulars
thereof in detail.

            (d)  "100%  Non-forfeitable  Benefit"  means  the  Accrued  Benefit,
determined with a non-forfeitable interest equal to 100%.

            (e) "Code" means the Internal  Revenue Code of 1986, as amended from
time to time.

            (f) "Effective Date" means January 1, 2006.

            (g)  "Final   Average   Compensation"   means  the  average  of  the
Executive's  annual base salary (prior to any salary reduction  contributions to
any  Section  401(k),  125 or 132 plan) and bonuses  received  by the  Executive
during the  thirty-six  (36) month period  ending on December 31 of the calendar
year immediately  preceding the Executive's  separation from employment with the
Bank. Without limiting the foregoing,  salary and bonus payments received during
such 36-month  period but  attributable to an earlier period shall be considered
under the  preceding  sentence;  and  amounts  received  after  such  period but
attributable to services rendered during such period shall not be considered.

            (h) "Hour of  Service"  means each hour for which the  Executive  is
paid or  entitled to be paid for the  performance  of duties for the Bank or for
non-performance of duties  (irrespective of whether the employment  relationship
has  terminated)  due to  vacation,  holiday,  illness,  incapacity,  jury duty,
military duty or approved paid leave of absence.

            (i) "Normal Form" means a lump sum distribution.

            (j) "Year of Service"  means each period of twelve (12)  consecutive
months commencing January 1, 2004 and each anniversary  thereof during which the
Executive is credited  with at least 1,000 Hours of Service,  including all such
twelve (12) month  periods prior to the Effective  Date of this  Agreement.  The
Executive  shall accrue a Year of Service for all purposes  hereunder if, in

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the  Executive's  final  year of  employment  with the Bank,  the  Executive  is
credited with at least 1,000 Hours of Service.

         2. Payments to Executive.
            ---------------------

            (a) If the Executive remains continuously employed by the Bank until
his  termination  of employment  on or after  completion of eleven (11) Years of
Service,  the  Bank  will  pay to the  Executive  a gross  amount  equal  to the
Actuarial  Equivalent of (i) the Accrued Benefit,  multiplied by (ii) the number
of  whole  years  by  which  the  Executive's  life  expectancy  in  years  upon
termination from employment  (determined  under the 1994 Group Annuity Reserving
Table) exceeds the Executive's  age in years as of such  employment  termination
date.  Said gross  benefit  amount will be paid in the Normal  Form,  subject to
applicable withholding, and shall be payable on the date which is six (6) months
after  the  Executive's  employment  with  the  Bank  terminates  or as  soon as
practicable thereafter.

            (b) The  Executive's  benefits  under this  Agreement  shall  become
non-forfeitable  in  accordance  with the  following  schedule,  subject  to the
possible  adjustments  referenced  in  Sections  2(c)  and  Section  15 of  this
Agreement;  provided,  however,  that all benefits  payable  hereunder  shall be
forfeited upon a termination from employment for Cause:

                 Years of Service      Non-forfeitable Percentage
                 ----------------      --------------------------

                        1 or less                  0%
                        2                         10%
                        3                         20%
                        4                         30%
                        5                         40%
                        6                         50%
                        7                         60%
                        8                         70%
                        9                         80%
                        10                        90%
                        11 or more               100%

            (c) If the Executive's  benefits under this Agreement become payable
upon the  Executive's  separation  from  service  before  the  Executive's  62nd
birthday for reasons  other than Cause,  Change in Control,  death or disability
pursuant to Sections 3 or 4 hereof, as applicable,  then the gross amount of the
Executive's  benefit under shall be determined in accordance  with Section 2(a),
provided  that the  Accrued  Benefit  shall  be  reduced  by 3.0% for each  year
benefits  commence  before the  Executive's  62nd  birthday.  The foregoing 3.0%
reduction shall be pro-rated for a partial year.

            (d) In lieu of the Normal Form  provided by Section  2(a),  with the
written  consent of the Board of Directors of the Bank, the Executive may elect,
not less than twelve (12) months prior to the date on which the first payment is
to  commence,  an  optional  form of monthly  payments  which are the  Actuarial
Equivalent  of the Normal Form to which the  Executive  is  entitled;  provided,
however,  that in the  case of an  election  related  to a  payment  not made on
account of the Executive's disability (as defined in Section 4 hereof) or death,
the  payment(s) to be made

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with  respect to such  election  shall be deferred for a period of not less than
five (5) years from the date such payment(s)  would otherwise have been made and
may not be made less than twelve  (12)  months  prior to the date that the first
scheduled payment would have been made in the Normal Form.

            (e)  Notwithstanding  anything to the contrary  herein  contained or
implied,  in no event shall the  Executive  be entitled to receive any  benefits
under this Agreement if he is terminated by the Bank for Cause.

         3. Death of the Executive.
            ----------------------

            (a) If the Executive  dies while employed by the Bank, the Bank will
pay to the Executive's surviving spouse the Executive's Accrued Benefit assuming
that  the   Executive  had  retired  the  day  before  his  death  with  a  100%
Non-forfeitable Benefit. The surviving spouse shall receive the death benefit in
a lump sum within  thirty (30) days of the death of the  Executive or as soon as
practicable thereafter.  If the Executive leaves no surviving spouse, his estate
shall receive the present value of the Executive's  Accrued Benefit  computed on
the  basis  of the  applicable  interest  rate,  for  purposes  of Code  Section
417(e)(3)(A)(ii)(II), for the month preceding the date of death in a lump sum as
soon as practicable after the Executive's death.

            (b) If the Executive dies following the  commencement of the payment
of benefits under this  Agreement,  death  benefits,  if any, will be determined
pursuant to the form of benefit payment in effect at the time of death.

         4. Disability Benefits.
            -------------------

         If the  Executive  shall be disabled as defined in this Section 4 while
in the employ of the Bank and resigns from employment with the Bank on the basis
of such  disability,  the  Executive  shall be  entitled  to receive the benefit
amount to which he would be entitled  under  Section 2(a)  determined  as if the
Executive had a 100%  Non-forfeitable  Benefit. For the purposes of this Section
4, the Executive  shall be considered  disabled if he (i) is unable to engage in
any  substantial  gainful  activity  by  reason  of any  medically  determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months; or
(ii) is  receiving  income  replacement  benefits  for a period of not less than
three (3) months under an accident and health plan covering the employees of the
Bank by reason of any medically determinable physical or mental impairment which
can be expected to result in death or last for a  continuous  period of at least
twelve (12) months.  The Executive  shall be deemed disabled if determined to be
totally disabled by the Social Security Administration.

         5. Termination Without Cause.
            -------------------------

         If the Executive is terminated  without Cause,  the Executive  shall be
entitled to receive his Accrued Benefit  payable  pursuant to Section 2 above as
if the Executive  had  terminated  his  employment  with a 100%  Non-forfeitable
Benefit, subject to the possible adjustments discussed in Section 2(c).


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<PAGE>

         6. Re-employment.
            -------------

         If the  Executive is rehired by the Bank before (i) he has received the
payment  provided  under  Section  2(a) or (ii)  after  he has  begun  receiving
payments  under  Section  2(d) but  before  he has  received  all  payments  due
thereunder,  (x) such payment  shall not be made or (y) such  payments  shall be
discontinued until the Executive's subsequent  retirement,  whereupon the amount
of the  Executive's  benefit under Section 2(a) or Section 2(d), as the case may
be, shall be recalculated as of that time.

         7. Claims Procedure.
            ----------------

         (a) In the event the  Executive or his  beneficiary  in the case of the
Executive's  death  or  their  authorized   representative   (hereinafter,   the
"Claimant") asserts a right to a benefit under this Agreement which has not been
received,  in whole or in part, the Claimant must file with the Bank a claim for
such benefit on forms  provided by the Bank.  The Bank shall render its decision
on the claim  within  ninety  (90) days after  receipt of the claim.  If special
circumstances apply, the ninety (90) day period may be extended by an additional
ninety  (90) days,  provided  written  notice of the  extension  is given to the
Claimant during the initial ninety (90) day period and such notice indicates the
special  circumstances  requiring an extension of time and the date by which the
Bank  expects  to  render  its  decision  on the  claim.  If the Bank  wholly or
partially  denies  the  claim,  the Bank  shall  provide  written  notice to the
Claimant within the time limitations of this Section or the time to which it has
been extended. Such notice shall set forth:

            (i) the specific reasons for the denial of the claim;

            (ii) specific reference to pertinent provisions of this Agreement on
which the denial is based;

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

            (iv) a description of this Agreement's  claims  procedures,  and the
time limitations applicable to such procedures; and

            (v) a  statement  of the  Claimant's  right to bring a civil  action
under Section 502(a) of the Employee  Retirement Income Security Act of 1974, as
amended ("ERISA") if the claim denial is appealed to the Bank and the Bank fully
or partially denies the claim pursuant to Section 7(c).

         (b) A Claimant whose  application for benefits is denied in whole or in
part may  request a full and fair  review of the  decision  denying the claim by
filing, in accordance with such procedures as the Bank may reasonably establish,
a written appeal which sets forth the documents,  records and other  information
relating to the claim within sixty (60) days after  receipt of the notice of the
denial by the Bank.  In  connection  with such  appeal  and upon  request by the
Claimant,  a Claimant  may review (or  receive  free  copies of) all  documents,
records or other information  relevant to the Claimant's claim for benefit,  all
in accordance  with such procedures as the Bank may reasonably  establish.  If a
Claimant  fails to file an appeal  within such sixty (60) day  period,  he shall
have no further right to appeal.

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<PAGE>

         (c) A decision on the appeal by the Bank shall  include a review by the
Bank  that  takes  into  account  all  comments,  documents,  records  and other
information  submitted by the Claimant relating to the claim,  without regard to
whether such  information  was  submitted  or  considered  in the initial  claim
determination.  The Bank shall  render its  decision on the appeal no later than
sixty  (60)  days  after  the  receipt  by the Bank of the  appeal.  If  special
circumstances  apply, the sixty (60) day period may be extended by an additional
sixty  (60)  days,  provided  written  notice of the  extension  is given to the
Claimant during the initial sixty (60) day period and such notice  indicates the
special  circumstances  requiring an extension of time and the date by which the
Bank will determine the appeal. If the Bank wholly or partly denies the claim on
appeal,  the Bank shall provide  written notice to the Claimant  within the time
limitations  of this  Section  or the time to which it has been  extended.  Such
notice shall set forth:

            (i) the specific reasons for the denial of the appeal of the claim;

            (ii) specific reference to pertinent provisions of this Agreement on
which the denial of the appeal of the claim is based;

            (iii) a statement of the Claimant's  right to receive,  upon request
and free of charge, reasonable access to, and copies of, all documents, records,
and other information relevant to the Claimant's claim for benefits; and

            (iv) a statement  of the  Claimant's  right to bring a civil  action
under Section 502(a) of ERISA,

         (d) The Bank  shall  be the Plan  Administrator  with  respect  to this
Agreement.

         (e) As Plan Administrator,  the Bank shall have complete authority,  in
its sole and absolute discretion,  to interpret the provisions of this Agreement
and make determinations  regarding eligibility.  Without limiting the foregoing,
the Bank shall administer this Agreement in a manner, and 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) of the Code.

         8. Provision for Incapacity.
            ------------------------

         If the Board of Directors (or Executive Committee) reasonably deems the
Executive incapable of receiving his benefits by reason of illness, infirmity or
incapacity of any kind, the Bank may make payments to any one or more persons or
representatives  as provided in a written direction  received from the Executive
while  competent  and,  in the  absence of any such  written  direction,  to the
following persons and representatives in the order set forth, i.e., first to the
Executive's  spouse and then to his  children.  The  making of any such  payment
shall fully  discharge the Bank from all  obligations  and liability  under this
Agreement.

         9. Violation of Agreement.
            ----------------------

         In the event of any  violation  of any terms of this  Agreement  by the
Executive, the Bank, in addition to any other rights which it may have, shall be
relieved of the  liability to make any payments  under this  Agreement to, or on
behalf of, the Executive so long as such  violation

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continues (and may recover all payments made prior to such  violation) and shall
have the right to specific  enforcement  of this  Agreement  by  proceedings  in
equity. All costs,  including  attorney's fees, incurred by the Bank pursuant to
this  Section  shall be  reimbursed  by the  Executive  upon  entry of an order,
decree,  judgment or other pronouncement from the court,  arbitrator or mediator
to whom the matter is submitted that the Executive violated this Agreement.

         10. Non-assignable Rights.
             ---------------------

         Except as otherwise  provided by this Agreement,  neither the Executive
nor his surviving spouse shall have any right to commute, sell, assign, transfer
or otherwise convey the right to receive any payments hereunder,  which payments
and  the  right  thereto  are  expressly   declared  to  be  non-assignable  and
non-transferable.

         11. Independence of Agreement.
             -------------------------

         The benefits  payable under this Agreement shall be independent of, and
in  addition  to,  any  employment  agreement  that may exist  from time to time
between the parties hereto, or any other compensation payable by the Bank to the
Executive,  whether as salary,  bonus or otherwise.  This Agreement shall not be
deemed to constitute a contract of employment between the parties hereto, and no
provision hereof shall restrict the right of the Bank to discharge the Executive
with or without  Cause,  or restrict the right of the Executive to terminate his
employment.

         12. General Obligation of the Bank.
             ------------------------------

         The benefits provided under this Agreement constitute a mere promise by
the  Bank to make  payments  in the  future,  and the  rights  of the  Executive
hereunder shall be those of a general  unsecured  creditor of the Bank.  Nothing
contained  herein  shall be construed to create a trust of any kind or to render
the Bank a  fiduciary  with  respect  to the  Executive.  The Bank  shall not be
required  to  maintain  any fund or  segregate  any  amount  or in any other way
currently fund the future payment of any benefit  provided under this Agreement,
and nothing  contained  herein shall be  construed to give the  Executive or any
other  person  any  right to any  specific  assets  of the Bank or of any  other
person.  This  Agreement is intended to be, and shall in all events be construed
and  treated  as, a deferred  compensation  arrangement  for a "select  group of
management and highly  compensated  employees," within the meaning of Title I of
ERISA.

         13. Establishment of Trust; Cooperation of Executive.
             ------------------------------------------------

         (a) The provisions of Section 12 notwithstanding,  the Bank may, in its
sole and absolute  discretion,  establish a trust to which funds  earmarked  for
payment under this Agreement may be transferred and from which benefits  arising
hereunder,  and subject to the provisions and limitations  hereof,  may be paid.
Any such trust would contain provisions making it irrevocable by the Bank unless
and until all benefits  hereunder  which are funded through such trust have been
paid or provided  for,  except in the case of  bankruptcy  or  insolvency of the
Bank,  in which  event  benefit  payments  from the trust would cease and assets
thereof would revert to the Bank or be paid to its creditors.

         (b) The Bank may, for its corporate purposes, choose to obtain a policy
or policies of life  insurance on the Executive.  The Executive  agrees to fully
cooperate in connection  with the

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securing  of any  such  policy  or  policies  or  the  election  of any  options
thereunder  which the Bank may wish and to make  himself  available  for medical
examinations if necessary.

         14. Governing Law.
             -------------

         This Agreement shall be construed under and governed by the laws of the
State of Connecticut except to the extent pre-empted by ERISA.

         15. Change of Control.
             -----------------

         This  Agreement  shall  be  binding  upon  any  successor  to the  Bank
following a Change in Control.

         (a) "Change in Control"  means a change in the  ownership  or effective
control of the Bank, or in the ownership of a substantial  portion of the assets
of the Bank,  as such change is defined in Section 409A of the Code and Treasury
Reg. ss.409A-3(i)(5) thereunder.

         (b) Upon a Change in Control followed within twenty-four (24) months by
the Executive's  termination for reasons other than death,  disability or Cause,
the Executive  shall be entitled to receive the benefit amount to which he would
be entitled to under  Section  2(a),  determined  as if the Executive had a 100%
Non-forfeitable Benefit.

         (c) Notwithstanding any provision of this Agreement to the contrary, to
the extent any distribution(s), if made, under this Section 15 of this Agreement
would result in "an excess  parachute  payment"  under Section 280G of the Code,
the Bank shall reduce or delay such  distribution(s)  to the extent necessary so
that the distributions would not result in an excess parachute payment.

         16. Entire Agreement.
             ----------------

            This Agreement  supersedes the prior  agreement  between Company and
the  Executive  on the  subject  matter  hereof  dated as of January 1, 2006 and
constitutes the entire agreement between the Company and the Executive as to the
subject matter hereof.  No rights are granted to the Executive by virtue of this
Agreement other than those specifically set forth herein.

            EXECUTED under seal as of the day and year first above written,  and
in the case of the Bank by its duly authorized representative.

                                         THE FIRST NATIONAL BANK OF LITCHFIELD

                                         DIRECTOR
ATTEST:                                  By:__________________________________

______________________                              (duly authorized)

                                         EXECUTIVE
ATTEST:                                  By:__________________________________

______________________


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