Exhibit 10.64

                      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 Joseph J. Greco ("Employee") as President
and CEO of the Bank.  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;

      NOW  THEREFORE,  in  addition  to one  dollar  ($1.00)  and other good and
valuable  consideration  paid by the Bank to  Employee  and in  order to  induce
Employee  to  continue  employment  with  the Bank and to  continue  to  perform
Employee's  duties in a manner which is in the best  interests of the Bank,  the
Bank and Holding Company hereby agree to provide  Employee with certain benefits
in the  event  his/her  employment  with the Bank  terminates  or is  reassigned
subsequent  to a Change in Control  (as  defined in Section 2 hereof)  under the
circumstances described below.

      1. Term of Agreement;  Employment Status. This Agreement shall take effect
when signed by all parties and shall  remain in full force and effect until June
1, 2008.  All employees of Bank and Holding  Company,  including  Employee,  are
employees at will. The terms of this  Agreement,  therefore,  do not and are not
intended to create either an express and/or implied  contract of employment with
the Bank and/or the Holding  Company.  This Agreement  simply  provides  certain
potential  benefits  to  Employee  in the event that a Change in Control  occurs
prior to June 1, 2008 as hereinafter defined.

      2. Change in Control.  No benefits shall be payable hereunder unless prior
to June 1, 2008 there  shall  have been a Change in Control as set forth  below,
and  thereafter  within  twenty-four  (24)  months  of such  Change  in  Control
Employee's  employment with the Bank and/or its successor terminates or Employee
is  reassigned  in  accordance  with  Section 3,  below.  For  purposes  of this
Agreement, a "Change in Control" shall mean any of the following:

            (a) The  acquisition  of fifty percent (50%) or more of any class of
      equity securities of the Holding Company by any person (or persons working
      in concert) or entity after the date hereof;

            (b) The  acquisition  of fifty percent (50%) or more of any class of
      equity  securities  of the Bank by any person or entity other than Holding
      Company;


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            (c) A merger,  consolidation or  reorganization to which the Bank or
      the Holding Company is a party,  if, as a result thereof,  individuals who
      were  directors of the Bank or Holding  Company,  immediately  before such
      transaction shall cease to constitute a majority of the Board of Directors
      of the surviving entity;

            (d) A sale of all or substantially  all of the assets of the Bank or
      the Holding Company to another party;

            (e) The  assumption of all or  substantially  all of the deposits of
      the Bank by  another  party  other  than  the  Federal  Deposit  Insurance
      Corporation; or

            (f) During any twenty-four (24) month period, individuals who at the
      beginning of such period constitute the Board of Directors of the Bank and
      the Holding Company, cease for any reason (other than death or disability)
      to  constitute  at least a majority  thereof  unless the  election  or the
      nomination  for  election  by  the   stockholders  of  the  Bank  and  the
      stockholders of Holding  Company,  respectively,  of each new director was
      approved by a vote of at least a majority of the  directors of the Bank or
      of Holding Company as applicable,  then still in office who were directors
      of the Bank or the Holding Company, as applicable, at the beginning of the
      period.

      3. Termination Following Change in Control. If any of the events described
in  Section 2 hereof  constituting  a Change in  Control  shall  have  occurred,
Employee  shall be entitled to the benefits  provided for in Section 4(a) hereof
upon the  termination or  reassignment  of his employment as a senior  executive
officer of the Bank and/or its  successor  as provided in this Section 3, within
twenty-four  (24) months after such event,  unless such employment is terminated
or   reassigned:   (i)  by  any   regulatory   authority   (acting  with  proper
jurisdiction);  or (ii) by the Board of Directors for cause; or (iii) because of
Employee's  death,  retirement or disability.  Such benefits shall be reduced by
the amount of any severance paid to Employee by the Bank or its successor.

            (a) Retirement; Disability.
                -----------------------

                  (i)  Termination of employment by the Bank based on retirement
      shall mean the mandatory  termination of employment in accordance with the
      retirement policy of the Bank,  including (at Employee's sole election and
      as set forth in writing)  early  retirement,  generally  applicable to its
      salaried  employees  or in  accordance  with  any  retirement  arrangement
      established with Employee's consent with respect to Employee.

                  (ii) Termination of employment by the Bank based on disability
      shall mean termination because of inability, as a result of incapacity due
      to physical or mental  illness,  to perform  the  services  required as an
      employee for a period aggregating six (6) months or more within any twelve
      (12) month period, or because Employee becomes or is deemed disabled under
      any applicable policy providing disability insurance.

            (b)  Notice of  Termination.  The Bank  agrees  that in the event of
termination  it  will  promptly  furnish  Employee  with  a  written  Notice  of
Termination.  Any purported  termination  of Employee shall be  communicated  by
written Notice of Termination  to the Bank.  For purposes of this  Agreement,  a
"Notice of  Termination"  shall mean a notice  which shall  include the specific
termination  provision  in this  Agreement  relied  upon and  shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of Employee's employment under the provision so indicated.

            (c) Date of Termination.  "Date of Termination"  shall mean the date
on which a Notice of  Termination  is given;  provided  that, if within five (5)
days after any Notice of Termination is


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given,  the party receiving such Notice of Termination  notifies the other party
that a dispute exists concerning the termination,  the Date of Termination shall
be the date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding and final arbitration award or by a final
judgment,  order or decree of a court of  competent  jurisdiction  (the time for
appeal therefrom having expired and no appeal having been perfected).

            (d) Reassignment. Reassignment shall mean a reduction in base salary
or an  involuntary  reassignment  of  Employee's  duties,  responsibilities,  or
benefits  inconsistent with those of a senior executive officer of a bank or the
involuntary  relocation of Employee's primary duties and  responsibilities to an
office or location greater than fifty (50) miles from Litchfield, Connecticut or
action  which  results  in  a  significant  worsening  of  the  Employee's  work
conditions  (including,  but not limited to, a significant  change in employment
duties, responsibilities, required hours or otherwise).

      4. Compensation Upon Termination or Reassignment.
         ----------------------------------------------

            (a) If, within twenty-four (24) months after a Change in Control, as
defined in Section 2 hereof, shall have occurred, Employee's employment with the
Bank  terminates  or is  reassigned as defined in Section 3 (except by an agency
acting with proper  jurisdiction,  or by a board of directors  for cause or as a
result of death,  retirement or disability),  then the Bank and/or its successor
shall pay Employee  within five (5) days after the Date of Termination an amount
equal to the sum of:

                  (i) Two (2) years of Employee's annual compensation based upon
      the most recent  aggregate base salary paid to Employee in the twelve (12)
      month period  immediately  preceding  his/her  termination or reassignment
      less  amounts  previously  paid to  Employee  from the date of  Change  in
      Control; plus

                  (ii) Reasonable  legal fees and expenses  incurred by Employee
      as a result of such  termination or reassignment  (including all such fees
      and  expenses,  if any,  incurred  in  contesting  or  disputing  any such
      termination or  reassignment  or in seeking to obtain or enforce any right
      or benefit provided for by this Agreement).

            (b)  Employee  shall not be required  to mitigate  the amount of any
payment provided for in this Section 4 by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Section 4 be reduced by
any  compensation  earned by  Employee  as the result of  employment  by another
employer after the Date of Termination or Reassignment, or otherwise.

            (c) It is the  intention  of the parties to this  Agreement  that no
payments by the Bank to or for Employee's  benefit under this Agreement shall be
non-deductible  to the Bank by reason of the  operation  of Section  280G of the
Internal Revenue Code. Accordingly,  notwithstanding any other provision hereof,
if by reason of the operation of said Section 280G of the Internal Revenue Code,
any such  payments  exceed the amount  which can be  deducted  by the Bank,  the
amount of such payments shall be reduced to the maximum which can be deducted by
the Bank.  To the extent  that  payments  in excess of the  amount  which can be
deducted by the Bank have been made to and for Employee's benefit, they shall be
refunded with interest at the applicable  rate provided under Section 1274(d) of
the  Internal  Revenue  Code,  or at such other rate as may be required in order
that no such  payment  to or for  Employee's  benefit  shall  be  non-deductible
pursuant to Section

280G of the Internal  Revenue Code.  Any payments made  hereunder  which are not
deductible by the Bank as a result of losses which have been carried  forward by
the Bank for Federal tax purposes  shall not be deemed a  non-deductible  amount
for purposes of this Section 4(c).


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      5. Continuation of Insurance Benefits.
         -----------------------------------

      Notwithstanding any other provision in this Agreement to the contrary, the
Bank and/or its successor shall maintain in full force and effect for Employee's
continued  benefit,  for the two (2) year  period  beginning  upon a  Change  in
Control,  all life  insurance,  medical,  health  and  accident  and  disability
policies, plans, programs or arrangements which were in effect immediately prior
to the Change in Control.

      6. Successors; Binding Agreement.
         ------------------------------

            (a) The Bank and the Holding  Company  will  require  any  successor
(whether direct or indirect, by purchase, merger, consolidation,  acquisition of
assets or assumption of liabilities or otherwise) to all or substantially all of
the  business  and/or  assets  and/or  deposits of the Bank,  by  agreement,  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that  the Bank  would be  required  to  perform  it if no such
succession had taken place. Failure of the Bank and/or Holding Company to obtain
such agreement  prior to the  effectiveness  of any such  succession  shall be a
breach of this  Agreement and shall entitle  Employee to  compensation  from the
Bank in the same  amount  and on the same  terms  as he  would  be  entitled  to
hereunder if his/her  employment  had terminated as a result of a Termination or
Reassignment, as provided in Section 3 hereof, after a Change in Control, except
that for  purposes of  implementing  the  foregoing,  the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used in
this  Agreement,  "Bank"  shall mean the Bank as  hereinbefore  defined  and any
successor to the business,  assets and/or  deposits as aforesaid  which executes
and delivers  the  agreement  provided for in this Section 6 or which  otherwise
becomes bound by all the terms and  provisions of this Agreement by operation of
law.

            (b) This Agreement  shall inure to the benefit of and be enforceable
by  Employee's  personal or legal  representatives,  executors,  administrators,
successors,  heirs, distributees,  devisees and legatees. If Employee should die
after any rights to receive the  amounts  contemplated  hereby  have  accrued to
Employee  but before  such  amounts  have been paid,  all such  amounts,  unless
otherwise  provided  herein,  shall be paid in accordance with the terms of this
Agreement to his/her devisee,  legatee or other designee or, if there be no such
designee, to his/her estate.

      7.  Notices.  All notices and other  communications  provided  for in this
Agreement  shall be in writing  and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt  requested,
postage  prepaid,  addressed to the respective  addresses set forth on the first
page of this  Agreement,  provided  that all notices to the Bank and the Holding
Company  shall be  directed  to the  attention  of the Board  with a copy to the
Chairman  of the Board of the Bank and the  Chairman of the Board of the Holding
Company or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notice of change of address shall
be effective only upon receipt.

      8. Miscellaneous.  No provision of this Agreement may be modified,  waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing and signed by  Employee  and such other  officer as may be  specifically
designated  by the Board.  No waiver by either  party  hereto at any time of any
breach by the other or failure to comply with any condition or provision of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party  which  are not  expressly  set  forth in this  Agreement.  The  validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Connecticut and of the United States of America.

      9. Validity.  The invalidity or  unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.


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      10. Counterparts.  This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

      11. Arbitration. Any dispute or controversy arising under or in connection
with this Agreement  shall be settled  exclusively by arbitration in Litchfield,
Connecticut,   in  accordance  with  the  rules  of  the  American   Arbitration
Association then in effect.  Notwithstanding the pendency of any such dispute or
controversy, the Bank will pay Employee promptly an amount equal to his/her full
scheduled  compensation in effect when the notice giving rise to the dispute was
given (including, but not limited to, base salary) and provide Employee with all
scheduled   compensation,   benefits  and  insurance   plans  in  which  he  was
participating  when the notice  giving rise to the dispute was given,  until the
dispute is finally  resolved in accordance  with Section 3 hereof.  Amounts paid
under  this  Section  11 are in  addition  to all other  amounts  due under this
Agreement and shall not be offset  against or reduce any other amounts due under
this Agreement.  Judgment may be entered on the arbitrator's  award in any court
having jurisdiction;  provided, however, that Employee shall be entitled to seek
specific  performance  of his/her right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under or in connection
with this Agreement.

      Agreed to this 26th day of May,  2006,  by and among  Employee,  The First
National Bank of Litchfield, and First Litchfield Financial Corporation.

                                   THE FIRST NATIONAL BANK OF LITCHFIELD


                                   /s/ Charles E. Orr
                                   By:  Charles E. Orr
                                   Its:  Chairman
                                   Duly Authorized

                                   FIRST LITCHFIELD FINANCIAL CORPORATION


                                   /s/ Charles E. Orr
                                   By:  Charles E. Orr
                                   Its:  Chairman
                                   Duly Authorized

                                   EMPLOYEE


                                   Signature:  /s/ Joseph J. Greco
                                                       Joseph J. Greco

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

      On this the 26th day of May, 2006, before me, the undersigned,  personally
appeared Charles E. Orr, who acknowledged  himself/herself to be the Chairman of
THE  FIRST   NATIONAL  BANK  OF  LITCHFIELD  and  FIRST   LITCHFIELD   FINANCIAL
CORPORATION,  and that  he/she  as such  Chairman,  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.


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                                         /s/ Michelle L. Quigley
                                         Notary Public
                                         My Commission Expires:  Mar 31, 2007

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

      On this the 26th day of May,  2006,  before me, the  undersigned  officer,
personally appeared, Joseph J. Greco, known to me or satisfactorily proven to be
the person signing the foregoing  document and acknowledged that he/she executed
the same for the purposes therein contained as his free act and deed.

      In Witness Whereof, I hereunto set my hand.


                                         /s/ Michelle L. Quigley
                                         Notary Public
                                         My Commission Expires:  Mar 31, 2007


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