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

                                                                    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
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