WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.1

WARRANT TO PURCHASE COMMON STOCK

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY

NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION

STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE

SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR

SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND

OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE

SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH

THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR

OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR

OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

WARRANT

to purchase

199,203

Shares of Common Stock

of

FIRST LITCHFIELD FINANCIAL CORPORATION

Issue Date: December 12, 2008

1. Definitions. Unless the context otherwise requires, when used herein

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the following terms shall have the meanings indicated.

"Affiliate" has the meaning ascribed to it in the Purchase Agreement.

"Appraisal Procedure" means a procedure whereby two independent

appraisers, one chosen by the Company and one by the Original Warrantholder,

shall mutually agree upon the determinations then the subject of appraisal. Each

party shall deliver a notice to the other appointing its appraiser within 15

days after the Appraisal Procedure is invoked. If within 30 days after

appointment of the two appraisers they are unable to agree upon the amount in

question, a third independent appraiser shall be chosen within 10 days

thereafter by the mutual consent of such first two appraisers. The decision of

the third appraiser so appointed and chosen shall be given within 30 days after

the selection of such third appraiser. If three appraisers shall be appointed

and the determination of one appraiser is disparate from the middle

determination

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by more than twice the amount by which the other determination is disparate from

the middle determination, then the determination of such appraiser shall be

excluded, the remaining two determinations shall be averaged and such average

shall be binding and conclusive upon the Company and the Original Warrantholder;

otherwise, the average of all three determinations shall be binding upon the

Company and the Original Warrantholder. The costs of conducting any Appraisal

Procedure shall be borne by the Company.

"Board of Directors" means the board of directors of the Company,

including any duly authorized committee thereof.

"Business Combination" means a merger, consolidation, statutory share

exchange or similar transaction that requires the approval of the Company's

stockholders.

"business day" means any day except Saturday, Sunday and any day on

which banking institutions in the State of New York generally are authorized or

required by law or other governmental actions to close.

"Capital Stock" means (A) with respect to any Person that is a

corporation or company, any and all shares, interests, participations or other

equivalents (however designated) of capital or capital stock of such Person and

(B) with respect to any Person that is not a corporation or company, any and all

partnership or other equity interests of such Person.

"Charter" means, with respect to any Person, its certificate or

articles of incorporation, articles of association, or similar organizational

document.

"Common Stock" has the meaning ascribed to it in the Purchase

Agreement.

"Company" means the Person whose name, corporate or other

organizational form and jurisdiction of organization is set forth in Item 1 of

Schedule A hereto.

"conversion" has the meaning set forth in Section 13(B).

"convertible securities" has the meaning set forth in Section 13(B).

"CPP" has the meaning ascribed to it in the Purchase Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,

or any successor statute, and the rules and regulations promulgated thereunder.

"Exercise Price" means the amount set forth in Item 2 of Schedule A

hereto.

"Expiration Time" has the meaning set forth in Section 3.

"Fair Market Value" means, with respect to any security or other

property, the fair market value of such security or other property as determined

by the Board of Directors, acting in good faith or, with respect to Section 14,

as determined by the Original Warrantholder acting

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in good faith. For so long as the Original Warrantholder holds this Warrant or

any portion thereof, it may object in writing to the Board of Director's

calculation of fair market value within 10 days of receipt of written notice

thereof. If the Original Warrantholder and the Company are unable to agree on

fair market value during the 10-day period following the delivery of the

Original Warrantholder's objection, the Appraisal Procedure may be invoked by

either party to determine Fair Market Value by delivering written notification

thereof not later than the 30th day after delivery of the Original

Warrantholder's objection.

"Governmental Entities" has the meaning ascribed to it in the Purchase

Agreement.

"Initial Number" has the meaning set forth in Section 13(B).

"Issue Date" means the date set forth in Item 3 of Schedule A hereto.

"Market Price" means, with respect to a particular security, on any

given day, the last reported sale price regular way or, in case no such reported

sale takes place on such day, the average of the last closing bid and ask prices

regular way, in either case on the principal national securities exchange on

which the applicable securities are listed or admitted to trading, or if not

listed or admitted to trading on any national securities exchange, the average

of the closing bid and ask prices as furnished by two members of the Financial

Industry Regulatory Authority, Inc. selected from time to time by the Company

for that purpose. "Market Price" shall be determined without reference to after

hours or extended hours trading. If such security is not listed and traded in a

manner that the quotations referred to above are available for the period

required hereunder, the Market Price per share of Common Stock shall be deemed

to be (i) in the event that any portion of the Warrant is held by the Original

Warrantholder, the fair market value per share of such security as determined in

good faith by the Original Warrantholder or (ii) in all other circumstances, the

fair market value per share of such security as determined in good faith by the

Board of Directors in reliance on an opinion of a nationally recognized

independent investment banking corporation retained by the Company for this

purpose and certified in a resolution to the Warrantholder. For the purposes of

determining the Market Price of the Common Stock on the "trading day" preceding,

on or following the occurrence of an event, (i) that trading day shall be deemed

to commence immediately after the regular scheduled closing time of trading on

the New York Stock Exchange or, if trading is closed at an earlier time, such

earlier time and (ii) that trading day shall end at the next regular scheduled

closing time, or if trading is closed at an earlier time, such earlier time (for

the avoidance of doubt, and as an example, if the Market Price is to be

determined as of the last trading day preceding a specified event and the

closing time of trading on a particular day is 4:00 p.m. and the specified event

occurs at 5:00 p.m. on that day, the Market Price would be determined by

reference to such 4:00 p.m. closing price).

"Ordinary Cash Dividends" means a regular quarterly cash dividend on

shares of Common Stock out of surplus or net profits legally available therefor

(determined in accordance with generally accepted accounting principles in

effect from time to time), provided that Ordinary Cash Dividends shall not

include any cash dividends paid subsequent to the Issue Date to the extent the

aggregate per share dividends paid on the outstanding Common Stock in any

quarter exceed the amount set forth in Item 4 of Schedule A hereto, as adjusted

for any stock

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split, stock dividend, reverse stock split, reclassification or similar

transaction.

"Original Warrantholder" means the United States Department of the

Treasury. Any actions specified to be taken by the Original Warrantholder

hereunder may only be taken by such Person and not by any other Warrantholder.

"Permitted Transactions" has the meaning set forth in Section 13(B).

"Person" has the meaning given to it in Section 3(a)(9) of the Exchange

Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

"Per Share Fair Market Value" has the meaning set forth in Section

13(C).

"Preferred Shares" means the perpetual preferred stock issued to the

Original Warrantholder on the Issue Date pursuant to the Purchase Agreement.

"Pro Rata Repurchases" means any purchase of shares of Common Stock by

the Company or any Affiliate thereof pursuant to (A) any tender offer or

exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or

Regulation 14E promulgated thereunder or (B) any other offer available to

substantially all holders of Common Stock, in the case of both (A) or (B),

whether for cash, shares of Capital Stock of the Company, other securities of

the Company, evidences of indebtedness of the Company or any other Person or any

other property (including, without limitation, shares of Capital Stock, other

securities or evidences of indebtedness of a subsidiary), or any combination

thereof, effected while this Warrant is outstanding. The "Effective Date" of a

Pro Rata Repurchase shall mean the date of acceptance of shares for purchase or

exchange by the Company under any tender or exchange offer which is a Pro Rata

Repurchase or the date of purchase with respect to any Pro Rata Repurchase that

is not a tender or exchange offer.

"Purchase Agreement" means the Securities Purchase Agreement - Standard

Terms incorporated into the Letter Agreement, dated as of the date set forth in

Item 5 of Schedule A hereto, as amended from time to time, between the Company

and the United States Department of the Treasury (the "Letter Agreement"),

including all annexes and schedules thereto.

"Qualified Equity Offering" has the meaning ascribed to it in the

Purchase Agreement.

"Regulatory Approvals" with respect to the Warrantholder, means, to the

extent applicable and required to permit the Warrantholder to exercise this

Warrant for shares of Common Stock and to own such Common Stock without the

Warrantholder being in violation of applicable law, rule or regulation, the

receipt of any necessary approvals and authorizations of, filings and

registrations with, notifications to, or expiration or termination of any

applicable waiting period under, the Hart-Scott-Rodino Antitrust Improvements

Act of 1976, as amended, and the rules and regulations thereunder.

"SEC" means the U.S. Securities and Exchange Commission.

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"Securities Act" means the Securities Act of 1933, as amended, or any

successor statute, and the rules and regulations promulgated thereunder.

"Shares" has the meaning set forth in Section 2.

"trading day" means (A) if the shares of Common Stock are not traded on

any national or regional securities exchange or association or over-the-counter

market, a business day or (B) if the shares of Common Stock are traded on any

national or regional securities exchange or association or over-the-counter

market, a business day on which such relevant exchange or quotation system is

scheduled to be open for business and on which the shares of Common Stock (i)

are not suspended from trading on any national or regional securities exchange

or association or over-the-counter market for any period or periods aggregating

one half hour or longer; and (ii) have traded at least once on the national or

regional securities exchange or association or over-the-counter market that is

the primary market for the trading of the shares of Common Stock.

"U.S. GAAP" means United States generally accepted accounting

principles.

"Warrantholder" has the meaning set forth in Section 2.

"Warrant" means this Warrant, issued pursuant to the Purchase

Agreement.

2. Number of Shares; Exercise Price. This certifies that, for value

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received, the United States Department of the Treasury or its permitted assigns

(the "Warrantholder") is entitled, upon the terms and subject to the conditions

hereinafter set forth, to acquire from the Company, in whole or in part, after

the receipt of all applicable Regulatory Approvals, if any, up to an aggregate

of the number of fully paid and nonassessable shares of Common Stock set forth

in Item 6 of Schedule A hereto, at a purchase price per share of Common Stock

equal to the Exercise Price. The number of shares of Common Stock (the "Shares")

and the Exercise Price are subject to adjustment as provided herein, and all

references to "Common Stock," "Shares" and "Exercise Price" herein shall be

deemed to include any such adjustment or series of adjustments.

3. Exercise of Warrant; Term. Subject to Section 2, to the extent

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permitted by applicable laws and regulations, the right to purchase the Shares

represented by this Warrant is exercisable, in whole or in part by the

Warrantholder, at any time or from time to time after the execution and delivery

of this Warrant by the Company on the date hereof, but in no event later than

5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the

"Expiration Time"), by (A) the surrender of this Warrant and Notice of Exercise

annexed hereto, duly completed and executed on behalf of the Warrantholder, at

the principal executive office of the Company located at the address set forth

in Item 7 of Schedule A hereto (or such other office or agency of the Company in

the United States as it may designate by notice in writing to the Warrantholder

at the address of the Warrantholder appearing on the books of the Company), and

(B) payment of the Exercise Price for the Shares thereby purchased:

(i) by having the Company withhold, from the shares of Common

Stock that

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would otherwise be delivered to the Warrantholder upon such exercise, shares of

Common stock issuable upon exercise of the Warrant equal in value to the

aggregate Exercise Price as to which this Warrant is so exercised based on the

Market Price of the Common Stock on the trading day on which this Warrant is

exercised and the Notice of Exercise is delivered to the Company pursuant to

this Section 3, or

(ii) with the consent of both the Company and the

Warrantholder, by tendering in cash, by certified or cashier's check payable to

the order of the Company, or by wire transfer of immediately available funds to

an account designated by the Company.

If the Warrantholder does not exercise this Warrant in its

entirety, the Warrantholder will be entitled to receive from the Company within

a reasonable time, and in any event not exceeding three business days, a new

warrant in substantially identical form for the purchase of that number of

Shares equal to the difference between the number of Shares subject to this

Warrant and the number of Shares as to which this Warrant is so exercised.

Notwithstanding anything in this Warrant to the contrary, the Warrantholder

hereby acknowledges and agrees that its exercise of this Warrant for Shares is

subject to the condition that the Warrantholder will have first received any

applicable Regulatory Approvals.

4. Issuance of Shares; Authorization; Listing. Certificates for Shares

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issued upon exercise of this Warrant will be issued in such name or names as the

Warrantholder may designate and will be delivered to such named Person or

Persons within a reasonable time, not to exceed three business days after the

date on which this Warrant has been duly exercised in accordance with the terms

of this Warrant. The Company hereby represents and warrants that any Shares

issued upon the exercise of this Warrant in accordance with the provisions of

Section 3 will be duly and validly authorized and issued, fully paid and

nonassessable and free from all taxes, liens and charges (other than liens or

charges created by the Warrantholder, income and franchise taxes incurred in

connection with the exercise of the Warrant or taxes in respect of any transfer

occurring contemporaneously therewith). The Company agrees that the Shares so

issued will be deemed to have been issued to the Warrantholder as of the close

of business on the date on which this Warrant and payment of the Exercise Price

are delivered to the Company in accordance with the terms of this Warrant,

notwithstanding that the stock transfer books of the Company may then be closed

or certificates representing such Shares may not be actually delivered on such

date. The Company will at all times reserve and keep available, out of its

authorized but unissued Common Stock, solely for the purpose of providing for

the exercise of this Warrant, the aggregate number of shares of Common Stock

then issuable upon exercise of this Warrant at any time. The Company will (A)

procure, at its sole expense, the listing of the Shares issuable upon exercise

of this Warrant at any time, subject to issuance or notice of issuance, on all

principal stock exchanges on which the Common Stock is then listed or traded and

(B) maintain such listings of such Shares at all times after issuance. The

Company will use reasonable best efforts to ensure that the Shares may be issued

without violation of any applicable law or regulation or of any requirement of

any securities exchange on which the Shares are listed or traded.

5. No Fractional Shares or Scrip. No fractional Shares or scrip

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representing fractional Shares shall be issued upon any exercise of this

Warrant. In lieu of any fractional

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Share to which the Warrantholder would otherwise be entitled, the Warrantholder

shall be entitled to receive a cash payment equal to the Market Price of the

Common Stock on the last trading day preceding the date of exercise less the

pro-rated Exercise Price for such fractional share.

6. No Rights as Stockholders; Transfer Books. This Warrant does not

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entitle the Warrantholder to any voting rights or other rights as a stockholder

of the Company prior to the date of exercise hereof. The Company will at no time

close its transfer books against transfer of this Warrant in any manner which

interferes with the timely exercise of this Warrant.

7. Charges, Taxes and Expenses. Issuance of certificates for Shares to

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the Warrantholder upon the exercise of this Warrant shall be made without charge

to the Warrantholder for any issue or transfer tax or other incidental expense

in respect of the issuance of such certificates, all of which taxes and expenses

shall be paid by the Company.

8. Transfer/Assignment.

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(A) Subject to compliance with clause (B) of this Section 8, this

Warrant and all rights hereunder are transferable, in whole or in part, upon the

books of the Company by the registered holder hereof in person or by duly

authorized attorney, and a new warrant shall be made and delivered by the

Company, of the same tenor and date as this Warrant but registered in the name

of one or more transferees, upon surrender of this Warrant, duly endorsed, to

the office or agency of the Co