FORM OF AMENDMENT TO FIRST AMENDED & RESTATED EXECUTIVE CHANGE IN CONTROL AGREEMENT NOT TO BE CONSTRUED AS AN EMPLOYMENT AGREEMENT

                                                                    Exhibit 10.1
                                     FORM OF
                                  AMENDMENT TO
                            FIRST AMENDED & RESTATED
                      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  _____________  ("Employee"),
__________________________, as _________________________ of the Bank.

         WHEREAS,  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;

         WHEREAS, the Bank, the Holding Company and the Employee have previously
entered a First Amended and Restated Executive Change in Control Agreement dated
as of May 29, 2008 (the "Agreement");

         WHEREAS,  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 [sp