Exhibit 10.2
                    UNITED STATES DEPARTMENT OF THE TREASURY
                          1500 Pennsylvania Avenue, NW
                             Washington, D.C. 20220


March 13, 2009

Ladies and Gentlemen:

         Reference is made to that certain Letter  Agreement  incorporating  the
Securities  Purchase  Agreement - Standard Terms dated of as of the date of this
letter agreement (the  "Securities  Purchase  Agreement")  between United States
Department of Treasury  ("Investor") and the company named on the signature page
hereto (the "Company"). Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Securities Purchase Agreement.

         The  American  Recovery  and  Reinvestment  Act of  2009,  as it may be
amended from time to time (the "Act"), includes provisions relating to executive
compensation  and other  matters that may be  inconsistent  with the  Securities
Purchase  Agreement,  the Warrant and the  Certificate(s)  of  Designation  (the
"Transaction  Documents").  Accordingly,  Investor  and the  Company  desire  to
confirm their understanding as follows:

         1.       Notwithstanding  anything in the Transaction  Documents to the
                  contrary,   in  the  event  that  the  Act  or  any  rules  or
                  regulations  promulgated  thereunder are inconsistent with any
                  of the terms of the  Transaction  Documents,  the Act and such
                  rules and regulations shall control.

         2.       For  the   avoidance  of  doubt  (and  without   limiting  the
                  generality of Paragraph 1):

                  (a) the  provisions of Section 111 of the  Emergency  Economic
         Stabilization Act of 2008, as amended by the Act or otherwise from time
         to time ("EESA"), shall apply to the Company;

                  (b) the waiver to be delivered by each of the Company's Senior
         Executive  Officers  pursuant to Section  1.2(d)(v)  of the  Securities
         Purchase  Agreement shall, in addition,  be delivered by any additional
         highly   compensated   employees   required  by  applicable   rules  or
         regulations under EESA;

                  (c) the Company's chief executive  officer and chief financial
         officer  shall provide the written  certification  of compliance by the
         Company  with the  requirements  of  Section  111 of EESA in the manner
         specified  by  Section   111(b)(4)   thereunder  or  in  any  rules  or
         regulations under EESA; and

                  (d) the Company shall be permitted to repay preferred  shares,
         and when such preferred shares are repaid, the Investor shall liquidate
         warrants  associated with such preferred shares, all in accordance with
         the Act and any rules and regulations thereunder.

<PAGE>

         From and  after  the date  hereof,  each  reference  in the  Securities
Purchase Agreement to "this Agreement" or "this Securities  Purchase  Agreement"
or words of like  import  shall mean and be a  reference  to the  Agreement  (as
defined  in the  Securities  Purchase  Agreement)  as  amended  by  this  letter
agreement.

         This letter  agreement  will be governed by and construed in accordance
with the  federal  law of the  United  States if and to the  extent  such law is
applicable,  and otherwise in accordance  with the laws of the State of New York
applicable to contracts made and to be performed entirely within such State.

         This letter agreement,  the Securities Purchase Agreement, the Warrant,
the  Certificate(s)  of  Designation  and any other  documents  executed  by the
parties at the Closing  constitute  the entire  agreement  of the  parties  with
respect to the subject matter hereof.

         Nothing  in this  letter  agreement  shall be  deemed an  admission  by
Investor as to the necessity of obtaining the consent of the Company in order to
effect the  changes to the  Transaction  Documents  contemplated  by this letter
agreement,  nor shall  anything  in this letter  agreement  be deemed to require
Investor  to obtain the consent of any other TARP  recipient  (as defined in the
Act)  participating  in the  Capital  Purchase  Program  (the "CPP") in order to
effect changes to their documentation under the CPP.

         This  letter  agreement  may be  executed  in any  number  of  separate
counterparts,  each such counterpart being deemed to be an original  instrument,
and all such counterparts will together constitute the same agreement.  Executed
signature pages to this letter  agreement may be delivered by facsimile and such
facsimiles  will be  deemed  sufficient  as if actual  signature  pages had been
delivered.

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         In  witness  whereof,  the  parties  have  duly  executed  this  letter
agreement as of the date first written above.

                                UNITED STATES DEPARTMENT OF THE TREASURY


                                By:
                                    ----------------------------------------
                                    Name:
                                    Title:



                                SALISBURY BANCORP, INC.


                                By:
                                   -----------------------------------------
                                    Name:  John F. Perotti
                                    Title: Chairman and Chief Executive Officer


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