Exhibit 10.1
                                     FORM OF
                                  AMENDMENT TO
                            FIRST AMENDED & RESTATED
                      EXECUTIVE CHANGE IN CONTROL AGREEMENT
                 NOT TO BE CONSTRUED AS AN EMPLOYMENT AGREEMENT

                      THE FIRST NATIONAL BANK OF LITCHFIELD
                     FIRST LITCHFIELD FINANCIAL CORPORATION
                                 13 North Street
                             Litchfield, Connecticut

         WHEREAS,  The First  National Bank of  Litchfield  (the "Bank") and its
parent  bank  holding  company,  First  Litchfield  Financial  Corporation  (the
"Holding  Company"),  wish to  continue  to employ  _____________  ("Employee"),
__________________________, as _________________________ of the Bank.

         WHEREAS,  the Bank  and the  Holding  Company  expect  that  Employee's
contributions  and knowledge will continue to be of  significant  benefit to the
future growth and success of the Bank;

         WHEREAS,  the Boards of Directors  of the Bank and the Holding  Company
recognize  that a change in control of the Bank and/or the  Holding  Company may
occur and that the threat of such change in control may create  uncertainty  and
may result in the  distraction or departure of key personnel to the detriment of
the Bank and Holding Company and their stockholders;

         WHEREAS,  the Boards have determined that  appropriate  steps should be
taken to reinforce  and  encourage  the  continued  dedication of members of the
Bank's management,  including Employee,  to their assigned duties in the face of
potential circumstances involving the possibility of such a change in control;

         WHEREAS, the Bank, the Holding Company and the Employee have previously
entered a First Amended and Restated Executive Change in Control Agreement dated
as of May 29, 2008 (the "Agreement");

         WHEREAS,  the Holding Company has  participated in the Capital Purchase
Program of the Troubled  Assets  Relief  Program  ("TARP") of the United  States
Department of the Treasury (the "Treasury");

         WHEREAS,  the American Recovery and Reinvestment Act of 2009 (the "2009
Act") amended Section 111 of the Emergency  Economic  Stabilization  Act of 2008
(the "2008 Act") to provide that any "TARP recipient [is prohibited from] making
any golden parachute payment to [specified]  officer[s] and ... employees of the
TARP recipient during the period in which any obligation  arising from financial
assistance provided under the TARP remains outstanding";

         WHEREAS,  any payment under the Agreement could be a "golden  parachute
payment" as defined in Section 111 of the 2009 Act;

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<PAGE>

         WHEREAS,  the  Executive  may  presently  be or in the future may be an
officer or employee to whom a golden  parachute  payment may be prohibited under
the 2009 Act; and

         WHEREAS,  the Holding Company and the Bank and the Executive agree that
is in the best interests of the Holding Company and the Bank for the Corporation
to be in compliance with Section 111 of the 2009 Act.

         NOW THEREFORE,  to further the above recited corporate objectives,  and
for other good and  valuable  consideration,  the receipt and  adequacy of which
each party hereby acknowledges,  the Bank and the Executive agree to add Section
14 to the Agreement as follows:

         14.  Compliance  with  Compensation   Standards.   Notwithstanding  any
provision in the Agreement to the contrary, no payment shall be made pursuant to
Section 4 of the  Agreement  or benefit  provided  pursuant  to Section 5 of the
Agreement  which,  if made or  provided,  as the  case  may  be,  would  violate
applicable provisions of the 2008 Act, the 2009 Act or compensation standards or
regulations  enacted by the  Treasury  pursuant  thereto.  For  purposes  of the
Agreement,  the Executive  shall be deemed to be a person subject to Section 111
of the 2009 Act.

                           [Signatures on next page.]



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<PAGE>


         Agreed to this _____ day of _________, 2009, by and among Employee, The
First National Bank of Litchfield, and First Litchfield Financial Corporation.

                                          THE FIRST NATIONAL BANK OF LITCHFIELD


                                          ------------------------------
                                          By:      Joseph J. Greco
                                          Its:     President and CEO
                                                   Duly Authorized

                                          FIRST LITCHFIELD FINANCIAL CORPORATION


                                          ------------------------------
                                          By:      Joseph J. Greco
                                          Its:     President and CEO
                                                   Duly Authorized

                                          EMPLOYEE


                                          Signature:
                                                      --------------------------



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<PAGE>


STATE OF CONNECTICUT       )
                           ) ss: Litchfield
COUNTY OF LITCHFIELD       )

         On this the __th day of __________,  2009,  before me, the undersigned,
personally  appeared  Joseph  J.  Greco,  who  acknowledged  himself  to be  the
President and CEO of THE FIRST NATIONAL BANK OF LITCHFIELD and FIRST  LITCHFIELD
FINANCIAL  CORPORATION,  and  that  he/she  as such  President  and  CEO,  being
authorized so to do, executed the foregoing  instrument for the purposes therein
contained by signing his name.

                                     In Witness Whereof, I hereunto set my hand.


                                     ------------------------------
                                     Notary Public
                                     My Commission Expires: _______

STATE OF CONNECTICUT       )
                           ) ss.: Litchfield
COUNTY OF LITCHFIELD       )

         On this  the __th day of  ______,  2009,  before  me,  the  undersigned
officer, personally appeared, __________________,  known to me or satisfactorily
proven to be the person signing the foregoing  document and acknowledged that he
executed the same for the purposes therein contained as his free act and deed.

                                     In Witness Whereof, I hereunto set my hand.


                                     ------------------------------
                                     Notary Public
                                     My Commission Expires: _______



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