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

      This Amendment to the First Amendment and Restatement to the  Supplemental
Executive  Retirement  Agreement (the "Agreement") dated as of and effective the
20th  day  of  November,  2008  (the  "Agreement"),   is  made  the  __  day  of
_______________,  2009 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/her    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,

      Whereas, First Litchfield Financial  Corporation,  the holding company for
the Bank (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;

      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  Holding
Company to be in compliance with Section 111 of the 2009 Act.

      Whereas, 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 17 to the
Agreement as follows:


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<PAGE>

      17. Compliance with Compensation Standards.  Notwithstanding any provision
          --------------------------------------

in the  Agreement  to the  contrary,  no payment  shall be made  pursuant to the
Agreement which, if made, 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.

      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


ATTEST:                                   By:__________________________________

______________________                              (duly authorized)

                                                       EXECUTIVE


ATTEST:                                  By:___________________________________

______________________





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