Exhibit 10.62

                        FIRST NATIONAL BANK OF LITCHFIELD
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

      This  Supplemental  Executive  Retirement  Agreement (the  "Agreement") is
dated as of and is effective the 1st day of January,  2006, by and between FIRST
NATINAL BANK OF  LITCHFIELD,  a bank  organized and existing  under the national
banking laws of the States of America  with its main office  located at 13 North
Street,  Litchfield,  Connecticut,  06759 (the  "Bank")  and  Joelene E.  Smith,
residing at 10 Laurel Road, Warren, Connecticut 06754 (the "Executive").

      Whereas,  the Executive has been and continues to be a valued executive of
the Bank;  and whereas,  the  Executive  has performed her duties as Senior Vice
President in a capable and efficient manner; and

      Whereas,  the Bank wishes to ensure the continued  loyalty and services of
the Executive by providing her 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  Supplemental  Executive
Retirement Agreement dated January 1, 2006, 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 ten
percent (10%) of the Executive's  Final Average  Compensation  multiplied by (i)
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. 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;


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                  (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;

                  (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)  "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.

            (g) "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.

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

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


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<PAGE>

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

            (a) If the Executive remains continuously employed by the Bank until
her  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  within one hundred  eighty (180)
days of the date the Executive's  employment with the Bank terminates or as soon
as practicable thereafter.

            (b) The  Executive's  benefits  under  the  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
at least twelve (12) months prior to the date on which  payments are to commence
an optional form of payment which is the Actuarial Equivalent of the Normal Form
to  which  the  Executive  is  entitled;  provided,  however,  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 with
respect to such election must 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  scheduled
payment(s) would have been made in the Normal Form.


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<PAGE>

            (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 she 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  her  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, her estate
shall receive the present value of the Executive's Accrued Benefit 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 she would be entitled under Section 2(a) determined as if the Executive
had a one hundred percent (100%)  Non-forfeitable  Benefit.  For the purposes of
this Section 4, the Executive shall be considered  disabled if she (1) 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 (2) is receiving income replacement  benefits for a period of at
least three (3) months under an accident and health plan  covering the employees
of the Bank by reason of a 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.

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

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

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

      If the  Executive  is rehired  by the Bank  after she has begun  receiving
payments hereunder but before she has received all payments due hereunder,  such
payments shall be  discontinued  until the  Executive's  subsequent  retirement,
whereupon the amount of the Executive's benefit shall be recalculated as of that
time.


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<PAGE>

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

      (a) In the  event  the  Executive  or her  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.  Such notice shall set
forth:

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

            (ii) specific reference to pertinent  provisions of the 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 the  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,  she shall
have no further right to appeal.

      (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 expects to render its  decision on the claim on 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.  Such notice shall set
forth:

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


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<PAGE>

            (ii) specific reference to pertinent  provisions of the Agreement on
which the denial 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, it is
the Bank's intent that the Agreement be administered in a manner  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 said Section 409A(a)(1).

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

      If the Board of Directors (or Executive  Committee)  reasonably  deems the
Executive incapable of receiving her 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 her  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 the  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 the  Agreement  to, or on
behalf of, the Executive so long as such  violation  continues  (and may recover
all payments made prior to such  violation) and shall have the right to specific
enforcement  at the 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 the Agreement,  neither the Executive nor
her 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.


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

      The benefits  payable under the 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.  The 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 her
employment.

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

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

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

      The  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.


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<PAGE>

      (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
regulations 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 she would
be entitled to under  Section 2(a) and  determined as if the Executive had a one
hundred percent (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 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.

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

                                       FIRST NATIONAL BANK OF LITCHFIELD

                                       DIRECTOR

ATTEST: /s/ Michelle L. Quigley        By: /s/ Charles E. Orr

                                       (duly authorized)

                                       EXECUTIVE

ATTEST:  /s/  Joseph J. Greco          By: _/s/ Joelene E. Smith
                                                Joelene E. Smith



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