Exhibit 10.2
                                     FORM OF
                      THE FIRST NATIONAL BANK OF LITCHFIELD
                                  AMENDMENT TO
                           FIRST AMENDED AND RESTATED
                    EXECUTIVE INCENTIVE RETIREMENT AGREEMENT

         THIS  AMENDMENT   (this   "Amendment")   to  the  FIRST  AMENDMENT  AND
RESTATEMENT to the EXECUTIVE INCENTIVE  RETIREMENT  AGREEMENT dated the 20th day
of November, 2008 (the "Agreement") is made this __th day of __________, 2009 by
and between The First National Bank of Litchfield,  a national bank,  located in
Litchfield,    Connecticut,   (the   "Company"),   and   ________________   (the
"Executive").

         WHEREAS,  First Litchfield Financial  Corporation,  the holding company
for the Company (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 Company and the Executive  agree
that is in the best  interests  of the  Holding  Company and the Company 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  Company and the  Executive  agree to add
Section 10.13 to the Agreement as follows:

         10.13.  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.

                           (Signatures on next page.)


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       IN WITNESS WHEREOF,  the Executive and a duly authorized  Company officer
have signed this Amendment.

EXECUTIVE:                            COMPANY:
                                      The First National Bank of Litchfield


___________________________           By    ___________________________________

                                      Title  __________________________________




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