Annual Meeting of Shareholders of First Litchfield Financial
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         Corporation
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                  The Annual Meeting of Shareholders of First Litchfield
                  Financial Corporation (the "Company") was held on Wednesday,
                  May 20, 2009.

                  1.  Election Of Directors
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                  The vote for re-electing each of the three Directors listed
                  below to serve for a term of three years is as follows:
                                                                                Withholding
                  Joseph J. Greco                                For             Authority
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                  Number of Shares:                           1,722,357            84,234
                  Percentage of Shares Entitled to Vote:         73.08%             3.57%
                  Percentage of Shares Voted:                    94.04%             4.60%

                                                                                 Withholding
                  Perley H. Grimes, Jr.                           For            Authority
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                  Number of Shares:                           1,718,073            88,518
                  Percentage of Shares Entitled to Vote:          72.9%             3.76%
                  Percentage of Shares Voted:                   93.81%              4.83%

                                                                                 Withholding
                  Gregory S. Oneglia                              For             Authority
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                  Number of Shares:                           1,723,811            82,780
                  Percentage of Shares Entitled to Vote:         73.14%             3.51%
                  Percentage of Shares Voted:                    94.12%             4.52%

                  2.  Appointment of Auditors
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                  To vote cast "For," "Against" and "Abstain" on the proposal to
                  ratify the appointment of McGladrey & Pullen, LLP to act as
                  independent auditors of the current fiscal year are as
                  follows:
                           "For Approval"              "Against Approval"                 "Abstain"
                           1,789,887                          14,383                        27,223
                                                     (Number of Votes)
                           75.94%                             0.61%                         1.16%
                                             (Percent of shares entitled to vote)
                           97.73%                             0.79%                         1.49%
                                         (Percent of shares actually voted at the meeting)

                  3. Non-Binding Advisory Vote on the Compensation of Named
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                     Executive Officers
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                  To vote cast "For," "Against" and "Abstain" on the proposal to
                  approve the resolution regarding the compensation of the named
                  executive officers in the Summary Compensation Table of the
                  Company's Proxy Statement for the 2009 Annual Meeting of
                  Shareholders, as described in the Executive Compensation
                  Tables and the related disclosure contained in the Proxy
                  Statement.
                        "For Approval"                  "Against Approval"                  "Abstain"
                           1,558,186                          165,628                        107,679
                                                         (Number of Votes)
                           66.11%                              7.03%                          4.57%
                                                (Percent of shares entitled to vote)
                           85.08%                              9.04%                          5.88%
                                          (Percent of shares actually voted at the meeting)