On May 21, 2009, the Boards of Directors of First Litchfield Financial Corporation (the "Company") and its wholly-owned subsidiary, the First National Bank of Litchfield (the "Bank"), adopted the First Amendment to Amended and Restated Change of Control Agreement and the First Amendment to Amended and Restated Executive Incentive Retirement Agreement with Joseph J. Greco, President and Chief Executive Officer of the Company and the Bank, Carroll A. Pereira, Treasurer of the Company and the Senior Vice President and Chief Financial Officer of the Bank, Frederick F. Judd, III, Senior Vice President and Senior Trust and Wealth Management Officer of the Bank and certain other executive officers of the Bank and the First Amendment to Amended and Restated Supplemental Executive Retirement Agreement with Mr. Greco, Ms. Pereira and another executive officer of the Bank.

On December 12, 2008, the Company received from the Unites States Treasury Department (the "Treasury") through the Troubled Asset Relief Program's Capital Purchase Program the amount of Ten Million Dollars ($10,000,000) and issued to the Treasury Ten Thousand (10,000) shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.00001 per share, and a Warrant to purchase One Hundred Ninety-Nine Thousand, Two Hundred Three (199,203) shares of its Common Stock, par value $0.01 per share. The purpose of the amendments to the agreements adopted on May 21, 2009 is to bring them into compliance with
Section 111 of the Emergency Economic Stabilization Act of 2008 (the 2008 Act"), as amended by the American Recovery and Reinvestment Act of 2009 (the "2009 Act"), as they relate to participants in the Capital Purchase Program by providing that no payment shall be made or any benefit provided pursuant to the agreements which, if made or provided, would violate applicable provisions of the 2008 Act, the 2009 Act or compensation standards or regulations enacted by the Treasury pursuant thereto.

The terms of the amendments to the agreements are as set forth in the form of First Amendment to Amended and Restated Change of Control Agreement, form of First Amendment to Amended and Restated Executive Incentive Retirement Agreement and form of First Amendment to Amended and Restated Supplemental Executive Retirement Agreement, each of which is included as an exhibit to this Report on Form 8-K and is incorporated by reference into this Item 5.02. The foregoing summary of the provisions of these documents is qualified in its entirety by reference thereto.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

         (d)    Exhibits.
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                Exhibit 10.1.       Form  of  First  Amendment  to  Amended  and
                                    Restated Change of Control Agreement.

                Exhibit 10.2.       Form  of  First  Amendment  to  Amended  and
                                    Restated  Executive   Incentive   Retirement
                                    Agreement.

                Exhibit 10.3.       Form  of  First  Amendment  to  Amended  and
                                    Restated  Supplemental  Executive Retirement
                                    Agreement.