Exhibit 10.63

                      THE FIRST NATIONAL BANK OF LITCHFIELD
                    EXECUTIVE INCENTIVE RETIREMENT AGREEMENT

      THIS  AGREEMENT  is made this  twenty-eighth  day of April,  2006,  by and
between The First  National  Bank of  Litchfield,  a national  bank,  located in
Litchfield,  Connecticut,  (the  "Company"),  and  Fredrick  F.  Judd,  III (the
"Executive").

                                  INTRODUCTION

      To  encourage  the  Executive  to remain an employee of the  Company,  the
Company is willing to provide to the Executive a deferred incentive opportunity.
The Company will pay the benefits from its general assets.

                                    AGREEMENT

      The Executive and the Company agree as follows:

                                    Article 1
                                   Definitions

      1.1 Definitions.  Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:

            1.1.1 "Base  Salary"  means the total annual base salary  payable to
      the  Executive  at the rate in effect on the date  specified.  Base Salary
      shall not be reduced for any salary reduction  contributions:  (i) to cash
      or  deferred  arrangements  under  Section  401(k) of the Code;  (ii) to a
      cafeteria  plan  under  Section  125 of the Code;  or (iii) to a  deferred
      compensation plan that is not qualified under Section 401(a) of the Code.

            1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.

            1.1.3  "Deferral  Account"  means the  Company's  accounting  of the
      Executive's accumulated Deferrals plus accrued interest.

            1.1.4  "Disability"  means  the  Executive's  inability  to  perform
      substantially all normal duties of the Executive's position, as determined
      by the Company's Board of Directors in its sole discretion. As a condition
      to any  benefits,  the Company may require the Executive to submit to such
      physical or mental  evaluations  and tests as the Board of Directors deems
      appropriate.

            1.1.5 "Early  Retirement Age" means the  Executive's  55th birthday,
      provided he has


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<PAGE>

      completed at least 20 Years of Service.

            1.1.6 "Early  Retirement Date" means the date that the Executive has
      terminated  employment  after  attaining  his 55th birthday but before his
      65th birthday provided he has completed at least 20 Years of Service.

            1.1.7  "Earnings"  means the  Company's  reported  Net Income  after
      taxes.

            1.1.8 "Effective Date" means the date first written above.

            1.1.9 "Election Form" means the Form attached as Exhibit 1.

            1.1.10   "Extraordinary  Items"  means  those  items  recognized  by
      Generally   Accepted   Accounting   Principles   as   extraordinary   that
      substantially  affect  shareholder  equity  and/or the  Company's  assets.
      Examples of such items are stock redemptions, mergers, acquisitions, stock
      splits and other items of that nature.

            1.1.11 "Return On Equity" means the Company's Earnings, adjusted for
      Extraordinary  Items,  divided by the Company's common stock equity at the
      end of the same fiscal year.

            1.1.12 "Normal Retirement Age" means the Executive's 65th birthday.

            1.1.13  "Normal  Retirement  Date"  means  the  later of the  Normal
      Retirement Age or Termination of Employment.

            1.1.14  "Plan Year" means the calendar  year.  The initial Plan Year
      shall be a short Plan Year  commencing on the Effective Date and ending on
      December 31 of the same year.

            1.1.15  "Growth of Stock  Rate" means the  percentage  change in the
      Company's fair market value common stock price ("Stock  Price") over a one
      year  period,  measured  on December  31 of each year,  with a  guaranteed
      minimum of 4% and a maximum of 15%, cumulatively.

            1.1.16 "Termination of Employment" means the Executive ceasing to be
      employed  by  the  Company  for  any  reason   whatsoever,   voluntary  or
      involuntary, other than by reason of an approved leave of absence.

            1.1.17  "Years of Service"  means the total  number of  twelve-month
      periods during which the Executive is employed on a full-time basis by the
      Company, inclusive of any approved leave of absence.

                                    Article 2
                                    Incentive

      2.1 Incentive  Award.  The three (3) year rolling  average of and earnings
growth  Return On Equity (the "ROE")  determined  as of December 31 of each plan
year shall determine the Executive's  Incentive Award Percentage,  in accordance
with the attached Schedule A. The chart on Schedule A is specifically subject to
change annually at the sole discretion of the Company's Board of Directors.  The
Incentive Award is calculated annually by taking the Executive's Base Salary for
the Plan Year in which the ROE


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was calculated times the Incentive Award Percentage.

      2.2 Incentive  Deferral.  On March 1 following each Plan Year, the Company
shall declare and pay the Incentive  Award in the form of  compensation  and the
Executive shall defer such amount to the Deferral Account.

                                    Article 3
                                Deferral Account

      3.1  Establishing  and Crediting.  The Company shall  establish a Deferral
Account on its books for the Executive, and shall credit to the Deferral Account
the following amounts:

            3.1.1 Deferrals.  The Incentive Deferral as determined under Article
      2.

            3.1.2 Interest.  On March 1 following each Plan Year and immediately
      prior to the payment of any  benefits,  interest  on the  account  balance
      since the preceding  credit under this Section  3.1.2,  at an annual rate,
      compounded monthly, equal to the Growth of Stock Rate for the same period.

      3.2 Statement of Accounts.  The Company  shall  provide to the  Executive,
within one hundred  twenty (120) days after each Plan Year, a statement  setting
forth the Deferral Account balance.

      3.3 Accounting  Device Only.  The Deferral  Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind.  The  Executive is a general  unsecured  creditor of the
Company for the payment of  benefits.  The benefits  represent  the mere Company
promise to pay such  benefits.  The  Executive's  rights are not  subject in any
manner  to  anticipation,   alienation,  sale,  transfer,   assignment,  pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.

      3.4 Hardship.  If an unforeseeable  financial  emergency  arising from the
death of a family  member,  divorce,  sickness,  injury,  catastrophe or similar
event  outside the control of the  Director  occurs,  the  Director,  by written
instructions to the Company, may reduce future deferrals under this Agreement.

                                    Article 4
                                Lifetime Benefits

      4.1 Normal Retirement Benefit. If the Executive  terminates  employment on
or after the Normal  Retirement  Age for reasons  other than death,  the Company
shall pay to the Executive the benefit  described in this Section 4.1 in lieu of
any other benefit under this Agreement.

            4.1.1 Amount of Benefit.  The benefit  under this Section 4.1 is the
      Deferral Account balance on the Executive's Normal Retirement Date.

            4.1.2  Payment of Benefit.  The Company shall pay the benefit to the
      Executive  commencing  on  the  first  day  of  the  month  following  the
      Executive's Normal Retirement Date in the form elected by the Executive on
      the Election  Form. If the Executive  elects to receive  payments in equal
      monthly installments, the Company shall continue to credit interest on the
      remaining account balance during any applicable  installment  period fixed
      at the rate in effect under Section  3.1.2 on the date of the  Executive's
      Termination of Employment.


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<PAGE>

      4.2 Early Retirement Benefit. If the Executive terminates employment on or
after the Early  Retirement  Age and before the Normal  Retirement  Age, and for
reasons other than death or  Disability,  the Company shall pay to the Executive
the  benefit  described  in this 4.2 in lieu of any  other  benefit  under  this
Agreement.

            4.2.1 Amount of Benefit.  The benefit  under this Section 4.2 is the
      Deferral Account balance on the Executive's Early Retirement Date.

            4.2.2  Payment of Benefit.  The Company shall pay the benefit to the
      Executive  in the form and on the date  elected  by the  Executive  on the
      Election Form. If the Executive  elects the Deferred  Payment Option or to
      receive payments in equal monthly installments, the Company shall continue
      to credit interest on the remaining  account balance during any applicable
      installment  period fixed at the rate in effect under Section 3.1.2 on the
      date of the Executive's Termination of Employment.

      4.3 Early  Termination  Benefit.  If the Executive  terminates  employment
before the Early Retirement Age or Normal  Retirement Age for reasons other than
death  or  Disability,  the  Company  shall  pay to the  Executive  the  benefit
described  in  this  Section  4.3 in  lieu  of any  other  benefits  under  this
Agreement.

            4.3.1 Amount of Benefit.  The benefit  under this Section 4.3 is the
      vested  portion  of  the  Deferral  Account  balance  on  the  Executive's
      Termination of Employment.

            4.3.2 Vesting of Awards. For purposes of this Section 4.3, Incentive
      Awards  will vest 20% per year from the date the award was  declared.  The
      Interest credited to each Incentive Award will also vest 20% per year from
      the date the award was declared.

            4.3.3  Payment of Benefit.  The Company shall pay the benefit to the
      Executive  in a single  lump  sum  within  60 days  after  Termination  of
      Employment.

      4.4  Disability  Benefit.  If  the  Executive  terminates  employment  for
Disability  prior to the Early  Retirement  Age or Normal  Retirement  Age,  the
Company shall pay to the Executive the benefit  described in this Section 4.4 in
lieu of any other benefit under this Agreement.

            4.4.1 Amount of Benefit.  The benefit  under this Section 4.4 is the
      Deferral Account balance at Termination of Employment.

            4.4.2  Payment of Benefit.  The Company shall pay the benefit to the
      Executive  commencing  on  the  first  day  of  the  month  following  the
      Executive's Termination of Employment in the form elected by the Executive
      on the Election Form. If the Executive elects to receive payments in equal
      monthly installments, the Company shall continue to credit interest on the
      remaining account balance during any applicable  installment  period fixed
      at the rate in effect under Section  3.1.2 on the date of the  Executive's
      Termination of Employment.

      4.5 Hardship  Distribution.  Upon the Company's  determination  (following
petition by the  Executive)  that the  Executive  has suffered an  unforeseeable
financial emergency as described in Section 3.4, the Company shall distribute to
the Executive all of the Deferral Account balance as determined by the Company.



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<PAGE>

                                    Article 5
                                 Death Benefits

      5.1 Death During Active Service. If the Executive dies while in the active
service of the Company, the Company shall pay to the Executive's beneficiary the
benefit described in this Section 5.1.

            5.1.1  Amount of  Benefit.  The  benefit  under  Section  5.1 is the
      greater  of the  Deferral  Account  balance  or the  projected  retirement
      benefit as per the attached Schedule B.

            5.1.2  Payment of Benefit.  The Company shall pay the benefit to the
      beneficiary  commencing  on  the  first  day of the  month  following  the
      Executive's  death in the form  elected by the  Executive  on the Election
      Form. If the Executive elects payments in equal monthly installments,  the
      Company shall continue to credit interest on the remaining account balance
      during any applicable installment period fixed at the rate in effect under
      Section 3.1.2 on the date of the Executive's Termination of Employment.

      5.2 Death During  Benefit  Period.  If the  Executive  dies after  benefit
payments  have  commenced  under this  Agreement  but before  receiving all such
payments,  the  Company  shall pay the  remaining  benefits  to the  Executive's
beneficiary  at the same time and in the same  amounts they would have been paid
to the Executive had the Executive survived.

      5.3 Death After  Termination  of Employment  But Before  Benefit  Payments
Commence. If the Executive is entitled to benefit payments under this Agreement,
but dies prior to the commencement of said benefit  payments,  the Company shall
pay the benefit  payments to the Executive's  beneficiary that the Executive was
entitled to prior to death except that the benefit  payments  shall  commence on
the first day of the month following the date of the Executive's death.

                                    Article 6
                                  Beneficiaries

      6.1 Beneficiary Designations.  The Executive shall designate a beneficiary
by filing a written  designation  with the Company.  The Executive may revoke or
modify the designation at any time by filing a new written designation. However,
designations  will only be effective if signed by the  Executive and accepted by
the  Company  during  the  Executive's  lifetime.  The  Executive's  beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the  Executive,  or if the  Executive  names a  spouse  as  beneficiary  and the
marriage  is  subsequently  dissolved.  If the  Executive  dies  without a valid
beneficiary designation, all payments shall be made to the Executive's estate in
a lump sum.

      6.2 Facility of Payment.  If a benefit is payable to a minor,  to a person
declared  incompetent,  or to a person  incapable of handling the disposition of
his or her  property,  the Company may pay such benefit to the  guardian,  legal
representative  or person having the care or custody of such minor,  incompetent
person or  incapable  person.  The Company may  require  proof of  incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit.  Such  distribution  shall  completely  discharge  the Company from all
liability with respect to such benefit.


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<PAGE>

                                    Article 7
                               General Limitations

      Notwithstanding  any  provision  of this  Agreement to the  contrary,  the
Company shall not pay any benefit under this Agreement:

      7.1 Excess  Parachute  Payment.  To the extent the benefit would create an
excise tax under the excess parachute rules of Section 280G of the Code.

      7.2  Termination  for Cause.  If the Company  terminates  the  Executive's
employment for:

            7.2.1 Gross negligence or gross neglect of duties;

            7.2.2  Commission  of a felony or of a gross  misdemeanor  involving
      moral turpitude; or

            7.2.3 Fraud, disloyalty,  dishonesty or willful violation of any law
      or significant Company policy committed in connection with the Executive's
      employment and resulting in an adverse effect on the Company.

      7.3 Suicide.  If the Executive  commits suicide within two years after the
date of this Agreement,  or if the Executive has made any material  misstatement
of fact on any application for life insurance purchased by the Company.

                                    Article 8
                          Claims and Review Procedures

      8.1 Claims  Procedure.  The Company shall notify any person or entity that
makes a claim against the Agreement (the  "Claimant") in writing,  within ninety
(90)  days  of  Claimant's  written  application  for  benefits,  of  his or her
eligibility or noneligibility  for benefits under the Agreement.  If the Company
determines that the Claimant is not eligible for benefits or full benefits,  the
notice shall set forth (1) the specific reasons for such denial,  (2) a specific
reference to the provisions of the Agreement on which the denial is based, (3) a
description of any additional information or material necessary for the Claimant
to perfect his or her claim,  and a description of why it is needed,  and (4) an
explanation of the  Agreement's  claims review  procedure and other  appropriate
information as to the steps to be taken if the Claimant wishes to have the claim
reviewed.  If the  Company  determines  that  there  are  special  circumstances
requiring  additional  time to make a  decision,  the Company  shall  notify the
Claimant  of the  special  circumstances  and the  date by which a  decision  is
expected to be made, and may extend the time for up to an additional  ninety-day
period.

      8.2 Review Procedure.  If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different  benefits,  the Claimant  shall have the  opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company  within  sixty  (60) days  after  receipt  of the  notice  issued by the
Company.  Said  petition  shall state the  specific  reasons  which the Claimant
believes  entitle him or her to benefits  or to greater or  different  benefits.
Within sixty (60) days after receipt by the Company of the petition, the Company
shall afford the Claimant (and counsel, if any) an opportunity to present his or
her position to the Company orally or in writing,  and the Claimant (or counsel)
shall have the right to review the pertinent documents. The Company shall notify
the Claimant of its decision in writing  within the  sixty-day  period,  stating
specifically  the basis of its  decision,  written in a manner  calculated to be
understood by the Claimant and


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<PAGE>

the specific  provisions  of the  Agreement on which the decision is based.  If,
because of the need for a hearing,  the sixty-day period is not sufficient,  the
decision may be deferred for up to another  sixty-day  period at the election of
the Company, but notice of this deferral shall be given to the Claimant.

                                    Article 9
                           Amendments and Termination

      This  Agreement may be amended or terminated  only by a written  agreement
signed by the Company.

                                   Article 10
                                  Miscellaneous

      10.1 Binding  Effect.  This  Agreement  shall bind the  Executive  and the
Company,   and   their   beneficiaries,    survivors,   executors,   successors,
administrators and transferees.

      10.2 No  Guarantee of  Employment.  This  Agreement  is not an  employment
policy  or  contract.  It does not give the  Executive  the  right to  remain an
employee of the  Company,  nor does it  interfere  with the  Company's  right to
discharge  the  Executive.  It also does not require the  Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.

      10.3  Non-Transferability.  Benefits under this Agreement  cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

      10.4  Reorganization.  The Company shall not merge or consolidate  into or
with another company, or reorganize,  or sell substantially all of its assets to
another company,  firm, or person unless such succeeding or continuing  company,
firm, or person agrees to assume and  discharge the  obligations  of the Company
under this Agreement.  Upon the occurrence of such event,  the term "Company" as
used in this  Agreement  shall be deemed to refer to the  successor  or survivor
company.

      10.5 Tax  Withholding.  The  Company  shall  withhold  any taxes  that are
required to be withheld from the benefits provided under this Agreement.

      10.6 Applicable  Law. The Plan and all rights  hereunder shall be governed
by and  construed  according  to the laws of  Connecticut,  except to the extent
preempted by the laws of the United States of America.

      10.7  Unfunded  Arrangement.  The Executive  and  beneficiary  are general
unsecured  creditors  of the  Company  for the  payment of  benefits  under this
Agreement.  The benefits  represent  the mere promise by the Company to pay such
benefits.  The rights to benefits are not subject in any manner to anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance,  attachment, or
garnishment  by creditors.  Any insurance on the  Executive's  life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.

      10.8 Recovery of Estate Taxes. If the Executive's gross estate for federal
estate tax  purposes  includes  any amount  determined  by  reference  to and on
account of this Agreement,  and if the beneficiary is other than the Executive's
estate,  then the  Executive's  estate  shall be  entitled  to recover  from the
beneficiary  receiving such benefit under the terms of the Agreement,  an amount
by which the total estate tax due by the Executive's  estate,  exceeds the total
estate tax which would have been payable if the value


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of such benefit had not been included in the Executive's  gross estate. If there
is more than one person  receiving such benefit,  the right of recovery shall be
against  each  such  person.  In  the  event  the  beneficiary  has a  liability
hereunder, the beneficiary may petition the Company for a lump sum payment in an
amount not to exceed the beneficiary's liability hereunder.

      10.9  Entire  Agreement.  This Agreement  constitutes the entire agreement
            between  the  Company and the  Executive  as to the  subject  matter
            hereof.  No rights are  granted to the  Executive  by virtue of this
            Agreement other than those specifically set forth herein.

      10.10 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:

                  10.10.1 Interpreting the provisions of the Agreement;

                  10.10.2 Establishing and revising the method of accounting for
                           the Agreement;

                  10.10.3 Maintaining a record of benefit payments; and

                  10.10.4 Establishing rules and prescribing any forms necessary
                          or desirable to administer the Agreement.

      10.11 Designated Fiduciary. For purposes of the Employee Retirement Income
Security Act of 1974, if  applicable,  the Company shall be the named  fiduciary
and plan administrator under the Agreement.  The named fiduciary may delegate to
others certain aspects of the management and operation  responsibilities  of the
plan  including  the  employment of advisors and the  delegation of  ministerial
duties to qualified individuals.

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

EXECUTIVE:                                  COMPANY:
                                  The First National Bank of Litchfield
                                  -------------------------------------

Signed:                               By    Joseph J. Greco
Frederick F. Judd, III
                                      Title       CEO & President              .
                                             ----------------------------------


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                                  EXHIBIT 1 TO
                    EXECUTIVE INCENTIVE RETIREMENT AGREEMENT

                           Normal Retirement Benefits
                           --------------------------

I elect to receive my Normal  Retirement  Benefits  under  Section  4.1.2 of the
Agreement in the following form: [Initial One]

_FJ_   Lump sum

____ Equal monthly installments for 180 months.

                            Early Retirement Benefits
                            -------------------------

I elect to receive  my Early  Retirement  Benefits  under  Section  4.2.2 of the
Agreement in the following form: [Initial One]

_FJ_  Lump  sum,  payable  on the  first  day of the  month  following  my Early
Retirement Date.

____ Deferred Lump sum, payable on                                            .
                                  --------------------------------------------

      ____ Equal monthly installments for 180 months commencing on the first day
of the month following my Early Retirement Date.

      ____  Deferred  Equal  monthly  installments  for  180  months  commencing
on_________________________.

                               Disability Benefits
                               -------------------

I elect to receive my Disability  Benefits  under Section 4.4.2 of the Agreement
in the following form: [Initial One]

__FJ__ Lump sum

____ Equal monthly installments for 180 months.

                                 Death Benefits
                                 --------------

I elect to have my Death  Benefit paid under  Section  5.1.2 of the Agreement in
the following form: [Initial One]

__FJ_ Lump sum

____ Equal monthly installments for 180 months.


Signature: /s/ Frederick F. Judd,III
------------------------------------

Date: April 28, 2006
--------------------

Accepted by the Company this 28th day of April, 2006.


Signature:  /s/ Joseph J. Greco
-------------------------------
By         Joseph J. Greco         .
    -------------------------------
Title      President & CEO          .
       -----------------------------


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                             BENEFICIARY DESIGNATION

                      The First National Bank of Litchfield
                    EXECUTIVE INCENTIVE RETIREMENT AGREEMENT

I  designate  the  following  as  beneficiary  of any death  benefits  under the
Executive Incentive Retirement Agreement:

Primary:    Lisa D. Judd

Contingent:   Olivia Judd, Caroline Judd, Benjamin Judd

--------------------------------------------------------------------------------

Note: To name a trust as beneficiary,  please provide the name of the trustee(s)
      and the exact name and date of the trust agreement.
              -----

I understand  that I may change these  beneficiary  designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically  revoked if the beneficiary  predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.


Signature:  /s/ Frederick F. Judd III
Date:  April 28, 2006

Accepted by the Company this 28th day of  April, 2006.

Signature:  /s/ Joseph J. Greco

By         Joseph J. Greco       .
     -----------------------------
Title      President & CEO       .
       ---------------------------


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                                   Schedule A

                      Deferred Bonus as a % of Annual Fees
--------------------------------------------------------------------------------

                   ------------------------------------------------------------
             14.0%    11.0      12.1      13.1       14.1     15.1     16.1
                   ------------------------------------------------------------
             13.0%    10.3      11.3      12.2       13.1     14.1     15.0
                   ------------------------------------------------------------
             12.0%     9.6      10.5      11.4       12.2     13.1     14.0
                   ------------------------------------------------------------
Earnings     11.0%     8.9       9.7      10.5       11.3     12.1     13.0
                   ------------------------------------------------------------
 Growth      10.0%     8.2       8.8       9.7       10.4     11.2     11.9
                   ------------------------------------------------------------
              9.0%     7.5       8.1       8.8       9.5      10.2     10.9
                   ------------------------------------------------------------
             8.0%      6.8       7.5       8.0       8.6       9.2     9.8
                   ------------------------------------------------------------
              7.0%     6.1       6.5       7.2       7.7       8.3     8.8
                   ------------------------------------------------------------
              6.0%     5.3       5.9       6.3       6.8       7.3     7.8
                   ------------------------------------------------------------
              5.0%     4.6       5.0       5.5       5.9       6.3     6.7
                   ------------------------------------------------------------
                      11.0%     12.0%     13.0%     14.0%     15.0%   16.0%

                                Return on Equity