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

                                     57,671

                             Shares of Common Stock
                                       of

                             SALISBURY BANCORP, INC.

                           Issue Date: March 13, 2009

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

<PAGE>

determination 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 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

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<PAGE>

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 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.

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<PAGE>

         "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.

         "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

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<PAGE>

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
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
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 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.

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<PAGE>

                  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
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
representing  fractional  Shares  shall  be  issued  upon any  exercise  of this
Warrant.  In lieu of any  fractional  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
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
the Warrantholder upon the exercise of this Warrant shall be made without charge

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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.

         (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 Company  described in Section 3. All expenses (other
than stock  transfer  taxes) and other charges  payable in  connection  with the
preparation, execution and delivery of the new warrants pursuant to this Section
8 shall be paid by the Company.

         (B) The transfer of the Warrant and the Shares  issued upon exercise of
the  Warrant  are  subject to the  restrictions  set forth in Section 4.4 of the
Purchase  Agreement.  If and for so long as required by the Purchase  Agreement,
this  Warrant  shall  contain the  legends as set forth in  Sections  4.2(a) and
4.2(b) of the Purchase Agreement.

         9. Exchange and Registry of Warrant. This Warrant is exchangeable, upon
the surrender hereof by the  Warrantholder to the Company,  for a new warrant or
warrants of like tenor and representing the right to purchase the same aggregate
number of Shares.  The Company  shall  maintain a registry  showing the name and
address of the  Warrantholder  as the  registered  holder of this Warrant.  This
Warrant may be  surrendered  for  exchange or  exercise in  accordance  with its
terms,  at the office of the Company,  and the Company shall be entitled to rely
in all respects, prior to written notice to the contrary, upon such registry.

         10. Loss, Theft,  Destruction or Mutilation of Warrant. Upon receipt by
the  Company  of  evidence  reasonably  satisfactory  to it of the loss,  theft,
destruction  or mutilation  of this  Warrant,  and in the case of any such loss,
theft or destruction,  upon receipt of a bond,  indemnity or security reasonably
satisfactory  to the  Company,  or,  in the  case of any such  mutilation,  upon
surrender and cancellation of this Warrant,  the Company shall make and deliver,
in lieu of such lost,  stolen,  destroyed or mutilated Warrant, a new Warrant of
like tenor and  representing  the right to purchase the same aggregate number of
Shares as provided for in such lost, stolen, destroyed or mutilated Warrant.

         11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein shall not be a business  day, then such action may be taken or such right
may be exercised on the next succeeding day that is a business day.

         12. Rule 144  Information.  The Company  covenants that it will use its
reasonable best efforts to timely file all reports and other documents  required
to be filed by it under the  Securities  Act and the  Exchange Act and the rules
and  regulations  promulgated by the SEC  thereunder  (or, if the Company is not
required to file such reports,  it will, upon the request of any  Warrantholder,
make publicly  available such  information as necessary to permit sales pursuant
to Rule 144 under the Securities  Act), and it will use reasonable  best efforts
to take such further action as any Warrantholder may reasonably request, in each

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case to the  extent  required  from time to time to enable  such  holder  to, if
permitted  by the terms of this Warrant and the  Purchase  Agreement,  sell this
Warrant without  registration  under the Securities Act within the limitation of
the exemptions  provided by (A) Rule 144 under the Securities  Act, as such rule
may be  amended  from  time to time,  or (B) any  successor  rule or  regulation
hereafter adopted by the SEC. Upon the written request of any Warrantholder, the
Company  will  deliver to such  Warrantholder  a written  statement  that it has
complied with such requirements.

         13.  Adjustments and Other Rights. The Exercise Price and the number of
Shares  issuable  upon  exercise of this Warrant  shall be subject to adjustment
from time to time as follows; provided, that if more than one subsection of this
Section 13 is applicable to a single event, the subsection shall be applied that
produces the largest  adjustment  and no single event shall cause an  adjustment
under  more  than  one  subsection  of  this  Section  13  so as  to  result  in
duplication:

         (A) Stock Splits, Subdivisions,  Reclassifications or Combinations.  If
the Company shall (i) declare and pay a dividend or make a  distribution  on its
Common  Stock in  shares of Common  Stock,  (ii)  subdivide  or  reclassify  the
outstanding  shares of Common  Stock into a greater  number of shares,  or (iii)
combine or  reclassify  the  outstanding  shares of Common  Stock into a smaller
number of shares, the number of Shares issuable upon exercise of this Warrant at
the time of the record date for such dividend or  distribution  or the effective
date  of  such   subdivision,   combination   or   reclassification   shall   be
proportionately  adjusted  so that the  Warrantholder  after  such date shall be
entitled  to  purchase  the number of shares of Common  Stock  which such holder
would have owned or been  entitled to receive in respect of the shares of Common
Stock  subject to this Warrant  after such date had this Warrant been  exercised
immediately  prior to such date. In such event,  the Exercise Price in effect at
the time of the record date for such dividend or  distribution  or the effective
date of such subdivision,  combination or reclassification  shall be adjusted to
the number  obtained  by  dividing  (x) the  product of (1) the number of Shares
issuable upon the exercise of this Warrant  before such  adjustment  and (2) the
Exercise Price in effect  immediately  prior to the record or effective date, as
the case may be, for the dividend,  distribution,  subdivision,  combination  or
reclassification  giving rise to this adjustment by (y) the new number of Shares
issuable upon  exercise of the Warrant  determined  pursuant to the  immediately
preceding sentence.

         (B) Certain Issuances of Common Shares or Convertible Securities. Until
the earlier of (i) the date on which the Original  Warrantholder no longer holds
this Warrant or any portion thereof and (ii) the third  anniversary of the Issue
Date,  if the Company  shall issue shares of Common Stock (or rights or warrants
or  other   securities   exercisable   or  convertible   into  or   exchangeable
(collectively,  a  "conversion")  for  shares  of Common  Stock)  (collectively,
"convertible  securities")  (other than in  Permitted  Transactions  (as defined
below)  or a  transaction  to  which  subsection  (A)  of  this  Section  13  is
applicable)  without  consideration or at a consideration per share (or having a
conversion  price per share)  that is less than 90% of the  Market  Price on the
last trading day  preceding the date of the agreement on pricing such shares (or
such convertible securities) then, in such event:

         (A) the number of Shares  issuable  upon the  exercise of this  Warrant
immediately  prior to the date of the agreement on pricing of such shares (or of
such convertible  securities)  (the "Initial  Number") shall be increased to the
number  obtained  by  multiplying  the  Initial  Number  by a  fraction  (A) the
numerator  of which shall be the sum of (x) the number of shares of Common Stock

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of the Company  outstanding on such date and (y) the number of additional shares
of Common Stock issued (or into which convertible securities may be exercised or
convert) and (B) the  denominator of which shall be the sum of (I) the number of
shares of Common Stock outstanding on such date and (II) the number of shares of
Common Stock which the aggregate consideration receivable by the Company for the
total  number of shares of Common  Stock so issued  (or into  which  convertible
securities  may be exercised or convert)  would  purchase at the Market Price on
the last trading day  preceding the date of the agreement on pricing such shares
(or such convertible securities); and

         (B) the Exercise  Price  payable upon  exercise of the Warrant shall be
adjusted by multiplying such Exercise Price in effect  immediately  prior to the
date of the  agreement  on  pricing  of  such  shares  (or of  such  convertible
securities) by a fraction,  the numerator of which shall be the number of shares
of Common Stock  issuable  upon  exercise of this Warrant prior to such date and
the  denominator of which shall be the number of shares of Common Stock issuable
upon  exercise of this Warrant  immediately  after the  adjustment  described in
clause (A) above.

         For purposes of the foregoing,  the aggregate consideration  receivable
by the Company in connection with the issuance of such shares of Common Stock or
convertible  securities  shall  be  deemed  to be  equal  to the  sum of the net
offering price  (including  the Fair Market Value of any non-cash  consideration
and after  deduction of any related  expenses  payable to third  parties) of all
such securities plus the minimum aggregate amount, if any, payable upon exercise
or conversion of any such  convertible  securities  into shares of Common Stock;
and "Permitted Transactions" shall mean issuances (i) as consideration for or to
fund the  acquisition of businesses  and/or related  assets,  (ii) in connection
with  employee  benefit  plans  and  compensation  related  arrangements  in the
ordinary  course and  consistent  with past  practice  approved  by the Board of
Directors,  (iii) in connection with a public or broadly  marketed  offering and
sale of Common Stock or convertible securities for cash conducted by the Company
or its affiliates pursuant to registration under the Securities Act or Rule 144A
thereunder on a basis consistent with capital raising transactions by comparable
financial  institutions  and (iv) in connection  with the exercise of preemptive
rights on terms existing as of the Issue Date.  Any adjustment  made pursuant to
this Section  13(B) shall  become  effective  immediately  upon the date of such
issuance.

         (C) Other  Distributions.  In case the Company  shall fix a record date
for the making of a distribution to all holders of shares of its Common Stock of
securities,  evidences  of  indebtedness,   assets,  cash,  rights  or  warrants
(excluding  Ordinary  Cash  Dividends,  dividends  of its Common Stock and other
dividends or distributions referred to in Section 13(A)), in each such case, the
Exercise Price in effect prior to such record date shall be reduced  immediately
thereafter to the price  determined by multiplying  the Exercise Price in effect
immediately  prior to the  reduction  by the quotient of (x) the Market Price of
the Common Stock on the last trading day  preceding  the first date on which the
Common Stock trades regular way on the principal national securities exchange on
which the Common  Stock is listed or  admitted  to trading  without the right to
receive such distribution, minus the amount of cash and/or the Fair Market Value
of the securities,  evidences of indebtedness,  assets, rights or warrants to be
so  distributed in respect of one share of Common Stock (such amount and/or Fair
Market  Value,  the "Per Share Fair  Market  Value")  divided by (y) such Market
Price on such  date  specified  in clause  (x);  such  adjustment  shall be made
successively  whenever such a record date is fixed. In such event, the number of
Shares  issuable  upon the  exercise of this  Warrant  shall be increased to the
number obtained by dividing (x) the product of (1) the number of Shares issuable
upon the exercise of this Warrant before such  adjustment,  and (2) the Exercise

                                       9
<PAGE>

Price in  effect  immediately  prior  to the  distribution  giving  rise to this
adjustment  by (y) the new Exercise  Price  determined  in  accordance  with the
immediately  preceding  sentence.  In the case of adjustment for a cash dividend
that is, or is coincident with, a regular quarterly cash dividend, the Per Share
Fair Market Value would be reduced by the per share amount of the portion of the
cash dividend that would constitute an Ordinary Cash Dividend. In the event that
such  distribution  is not so made,  the Exercise Price and the number of Shares
issuable  upon  exercise of this  Warrant  then in effect  shall be  readjusted,
effective  as of  the  date  when  the  Board  of  Directors  determines  not to
distribute  such shares,  evidences of  indebtedness,  assets,  rights,  cash or
warrants, as the case may be, to the Exercise Price that would then be in effect
and the number of Shares  that  would then be  issuable  upon  exercise  of this
Warrant if such record date had not been fixed.

         (D) Certain  Repurchases of Common Stock. In case the Company effects a
Pro Rata Repurchase of Common Stock, then the Exercise Price shall be reduced to
the price  determined by multiplying  the Exercise  Price in effect  immediately
prior to the Effective  Date of such Pro Rata  Repurchase by a fraction of which
the  numerator  shall be (i) the  product  of (x) the number of shares of Common
Stock outstanding immediately before such Pro Rata Repurchase and (y) the Market
Price of a share of Common Stock on the trading day  immediately  preceding  the
first public  announcement by the Company or any of its Affiliates of the intent
to effect such Pro Rata Repurchase,  minus (ii) the aggregate  purchase price of
the Pro Rata  Repurchase,  and of which the denominator  shall be the product of
(i) the number of shares of Common Stock  outstanding  immediately prior to such
Pro Rata  Repurchase  minus the number of shares of Common Stock so  repurchased
and (ii)  the  Market  Price  per  share of  Common  Stock  on the  trading  day
immediately preceding the first public announcement by the Company or any of its
Affiliates of the intent to effect such Pro Rata Repurchase.  In such event, the
number of shares of Common  Stock  issuable  upon the  exercise of this  Warrant
shall be increased to the number obtained by dividing (x) the product of (1) the
number  of  Shares  issuable  upon the  exercise  of this  Warrant  before  such
adjustment,  and (2) the Exercise Price in effect  immediately  prior to the Pro
Rata  Repurchase  giving rise to this  adjustment by (y) the new Exercise  Price
determined  in  accordance  with the  immediately  preceding  sentence.  For the
avoidance of doubt,  no increase to the Exercise Price or decrease in the number
of Shares  issuable upon exercise of this Warrant shall be made pursuant to this
Section 13(D).

         (E)  Business  Combinations.  In case of any  Business  Combination  or
reclassification  of Common Stock (other than a reclassification of Common Stock
referred to in Section 13(A)), the Warrantholder's  right to receive Shares upon
exercise of this  Warrant  shall be  converted  into the right to exercise  this
Warrant to acquire the number of shares of stock or other securities or property
(including  cash) which the Common Stock  issuable (at the time of such Business
Combination or reclassification) upon exercise of this Warrant immediately prior
to such Business  Combination  or  reclassification  would have been entitled to
receive upon consummation of such Business Combination or reclassification;  and
in any such case, if necessary,  the provisions set forth herein with respect to
the rights and interests  thereafter of the Warrantholder shall be appropriately
adjusted  so as to be  applicable,  as  nearly  as  may  reasonably  be,  to the
Warrantholder's  right to exercise  this  Warrant in exchange  for any shares of
stock or other securities or property pursuant to this paragraph. In determining
the kind and  amount  of  stock,  securities  or the  property  receivable  upon
exercise  of  this  Warrant   following  the   consummation   of  such  Business
Combination,  if the holders of Common Stock have the right to elect the kind or

                                       10
<PAGE>

amount  of   consideration   receivable  upon   consummation  of  such  Business
Combination,  then the consideration that the Warrantholder shall be entitled to
receive  upon  exercise  shall  be  deemed  to  be  the  types  and  amounts  of
consideration  received  by the  majority of all holders of the shares of common
stock that  affirmatively  make an election (or of all such holders if none make
an election).

         (F) Rounding of  Calculations;  Minimum  Adjustments.  All calculations
under this Section 13 shall be made to the nearest one-tenth  (1/10th) of a cent
or to the nearest  one-hundredth  (1/100th) of a share,  as the case may be. Any
provision of this Section 13 to the contrary  notwithstanding,  no adjustment in
the  Exercise  Price  or the  number  of  Shares  into  which  this  Warrant  is
exercisable  shall be made if the amount of such  adjustment  would be less than
$0.01 or  one-tenth  (1/10th)  of a share of Common  Stock,  but any such amount
shall be carried forward and an adjustment with respect thereto shall be made at
the time of and together with any  subsequent  adjustment  which,  together with
such amount and any other amount or amounts so carried forward,  shall aggregate
$0.01 or 1/10th of a share of Common Stock, or more.

         (G)  Timing  of  Issuance  of  Additional  Common  Stock  Upon  Certain
Adjustments.  In any case in  which  the  provisions  of this  Section  13 shall
require that an adjustment  shall become  effective  immediately  after a record
date for an event,  the Company may defer until the occurrence of such event (i)
issuing to the  Warrantholder  of this Warrant  exercised after such record date
and before the  occurrence of such event the  additional  shares of Common Stock
issuable upon such exercise by reason of the  adjustment  required by such event
over and above the shares of Common Stock  issuable  upon such  exercise  before
giving  effect to such  adjustment  and (ii)  paying to such  Warrantholder  any
amount of cash in lieu of a fractional share of Common Stock; provided, however,
that the Company upon request shall deliver to such  Warrantholder a due bill or
other appropriate  instrument  evidencing such Warrantholder's  right to receive
such  additional  shares,  and such  cash,  upon  the  occurrence  of the  event
requiring such adjustment.

         (H) Completion of Qualified Equity  Offering.  In the event the Company
(or any  successor  by Business  Combination)  completes  one or more  Qualified
Equity Offerings on or prior to December 31, 2009 that result in the Company (or
any such successor ) receiving aggregate gross proceeds of not less than 100% of
the aggregate liquidation  preference of the Preferred Shares (and any preferred
stock issued by any such successor to the Original Warrantholder under the CPP),
the number of shares of Common Stock underlying the portion of this Warrant then
held by the Original  Warrantholder  shall be thereafter  reduced by a number of
shares of Common  Stock  equal to the  product of (i) 0.5 and (ii) the number of
shares  underlying  the Warrant on the Issue Date (adjusted to take into account
all other theretofore made adjustments pursuant to this Section 13).

         (I) Other Events. For so long as the Original  Warrantholder holds this
Warrant or any portion  thereof,  if any event occurs as to which the provisions
of this Section 13 are not strictly applicable or, if strictly applicable, would
not, in the good faith judgment of the Board of Directors of the Company, fairly
and adequately  protect the purchase  rights of the Warrants in accordance  with
the  essential  intent  and  principles  of such  provisions,  then the Board of
Directors shall make such adjustments in the application of such provisions,  in
accordance  with such essential  intent and  principles,  as shall be reasonably
necessary,  in the good faith opinion of the Board of Directors, to protect such
purchase  rights as aforesaid.  The Exercise  Price or the number of Shares into
which this Warrant is exercisable shall not be adjusted in the event of a change
in the par  value  of the  Common  Stock  or a  change  in the  jurisdiction  of
incorporation of the Company.

                                       11
<PAGE>

         (J) Statement Regarding Adjustments. Whenever the Exercise Price or the
number of Shares  into which this  Warrant is  exercisable  shall be adjusted as
provided in Section 13, the Company shall forthwith file at the principal office
of the Company a statement showing in reasonable detail the facts requiring such
adjustment  and the  Exercise  Price  that  shall be in effect and the number of
Shares into which this Warrant shall be exercisable  after such adjustment,  and
the Company shall also cause a copy of such statement to be sent by mail,  first
class postage prepaid,  to each  Warrantholder  at the address  appearing in the
Company's records.

         (K) Notice of  Adjustment  Event.  In the event that the Company  shall
propose to take any action of the type described in this Section 13 (but only if
the  action  of the  type  described  in this  Section  13  would  result  in an
adjustment in the Exercise Price or the number of Shares into which this Warrant
is exercisable or a change in the type of securities or property to be delivered
upon  exercise  of  this  Warrant),   the  Company  shall  give  notice  to  the
Warrantholder,  in the manner set forth in Section  13(J),  which  notice  shall
specify  the  record  date,  if any,  with  respect  to any such  action and the
approximate  date on which such action is to take place.  Such notice shall also
set forth the facts with  respect  thereto as shall be  reasonably  necessary to
indicate  the  effect on the  Exercise  Price and the  number,  kind or class of
shares or other  securities or property which shall be deliverable upon exercise
of this  Warrant.  In the case of any action which would require the fixing of a
record  date,  such notice  shall be given at least 10 days prior to the date so
fixed,  and in case of all other action,  such notice shall be given at least 15
days prior to the taking of such proposed  action.  Failure to give such notice,
or any defect  therein,  shall not affect the  legality  or validity of any such
action.

         (L)  Proceedings  Prior  to  Any  Action  Requiring  Adjustment.  As  a
condition  precedent  to the  taking  of  any  action  which  would  require  an
adjustment  pursuant to this Section 13, the Company shall take any action which
may be  necessary,  including  obtaining  regulatory,  New York Stock  Exchange,
NASDAQ  Stock  Market  or  other  applicable  national  securities  exchange  or
stockholder  approvals or  exemptions,  in order that the Company may thereafter
validly and legally issue as fully paid and  nonassessable  all shares of Common
Stock that the  Warrantholder  is  entitled  to receive  upon  exercise  of this
Warrant pursuant to this Section 13.


         (M) Adjustment Rules. Any adjustments pursuant to this Section 13 shall
be made  successively  whenever an event  referred to herein shall occur.  If an
adjustment in Exercise Price made  hereunder  would reduce the Exercise Price to
an amount below par value of the Common Stock,  then such adjustment in Exercise
Price made  hereunder  shall reduce the  Exercise  Price to the par value of the
Common Stock.

         14.  Exchange.  At any time  following  the date on which the shares of
Common  Stock of the  Company  are no longer  listed or admitted to trading on a
national  securities  exchange  (other  than in  connection  with  any  Business
Combination),  the Original  Warrantholder may cause the Company to exchange all
or a portion of this Warrant for an economic  interest (to be  determined by the
Original  Warrantholder  after  consultation  with the  Company)  of the Company
classified as permanent  equity under U.S. GAAP having a value equal to the Fair
Market  Value  of  the  portion  of  the  Warrant  so  exchanged.  The  Original
Warrantholder  shall  calculate any Fair Market Value  required to be calculated

                                       12
<PAGE>

pursuant  to this  Section  14,  which  shall not be  subject  to the  Appraisal
Procedure.

         15. No Impairment. The Company will not, by amendment of its Charter or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the  observance or  performance of any of the terms to be observed
or  performed  hereunder  by the  Company,  but will at all times in good  faith
assist in the carrying out of all the  provisions  of this Warrant and in taking
of all such action as may be  necessary or  appropriate  in order to protect the
rights of the Warrantholder.

         16.  Governing  Law.  This Warrant 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.  Each of the  Company and the  Warrantholder  agrees (a) to submit to the
exclusive  jurisdiction  and venue of the United States  District  Court for the
District of Columbia for any civil action,  suit or proceeding arising out of or
relating to this Warrant or the transactions  contemplated  hereby, and (b) that
notice may be served  upon the  Company  at the  address in Section 20 below and
upon the  Warrantholder  at the address for the  Warrantholder  set forth in the
registry  maintained by the Company pursuant to Section 9 hereof.  To the extent
permitted by applicable  law, each of the Company and the  Warrantholder  hereby
unconditionally  waives  trial by jury in any civil legal  action or  proceeding
relating to the Warrant or the transactions contemplated hereby or thereby.

         17. Binding  Effect.  This Warrant shall be binding upon any successors
or assigns of the Company.

         18.  Amendments.  This Warrant may be amended and the observance of any
term of this Warrant may be waived only with the written  consent of the Company
and the Warrantholder.

         19.  Prohibited  Actions.  The Company agrees that it will not take any
action which would  entitle the  Warrantholder  to an adjustment of the Exercise
Price if the total number of shares of Common Stock  issuable  after such action
upon  exercise of this  Warrant,  together  with all shares of Common Stock then
outstanding  and all shares of Common Stock then  issuable  upon the exercise of
all outstanding options, warrants, conversion and other rights, would exceed the
total number of shares of Common Stock then authorized by its Charter.

         20. Notices. Any notice,  request,  instruction or other document to be
given  hereunder by any party to the other will be in writing and will be deemed
to have been duly given (a) on the date of delivery if delivered personally,  or
by facsimile,  upon  confirmation of receipt,  or (b) on the second business day
following  the date of dispatch if delivered  by a  recognized  next day courier
service.  All notices  hereunder  shall be  delivered  as set forth in Item 8 of
Schedule A hereto,  or pursuant to such other  instructions as may be designated
in writing by the party to receive such notice.

         21. Entire  Agreement.  This  Warrant,  the forms  attached  hereto and

                                       13
<PAGE>

Schedule A hereto (the terms of which are incorporated by reference herein), and
the Letter Agreement (including all documents incorporated therein), contain the
entire  agreement  between the parties with respect to the subject matter hereof
and supersede all prior and  contemporaneous  arrangements or undertakings  with
respect thereto.

                  [Remainder of page intentionally left blank]


                                       14
<PAGE>

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by a duly authorized officer.

Dated:   March 13, 2009
                                   SALISBURY BANCORP, INC.


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


                                   Attest:


                                   By:  _______________________________________
                                        Name:  John F. Foley
                                        Title:  Secretary


                           [Signature Page to Warrant]



                                       15
<PAGE>


                          [Form of Notice of Exercise]

                            Date: __________________

TO:  SALISBURY BANCORP, INC.

RE:  Election to Purchase Common Stock

         The  undersigned,  pursuant to the provisions set forth in the attached
Warrant, hereby agrees to subscribe for and purchase the number of shares of the
Common  Stock set forth  below  covered by such  Warrant.  The  undersigned,  in
accordance  with Section 3 of the Warrant,  hereby  agrees to pay the  aggregate
Exercise  Price for such shares of Common Stock in the manner set forth below. A
new warrant  evidencing  the  remaining  shares of Common Stock  covered by such
Warrant,  but not yet subscribed for and purchased,  if any, should be issued in
the name set forth below.

Number of Shares of Common Stock            ____________________

Method of Payment of  Exercise  Price  (note if  cashless  exercise  pursuant to
Section 3(i) of the Warrant or cash  exercise  pursuant to Section  3(ii) of the
Warrant, with consent of the Company and the Warrantholder)
--------------------

Aggregate Exercise Price:                   ____________________

                                            Holder:  ___________________________
                                            By:_________________________________
                                            Name: ______________________________
                                            Title: _____________________________



                                       16
<PAGE>

                                                                      SCHEDULE A

Item 1
Name: Salisbury Bancorp, Inc.
Corporate or other organizational form: Corporation
Jurisdiction of organization: Connecticut

Item 2
Exercise Price:  $22.93

Item 3
Issue Date:  March 13, 2009

Item 4
Amount of last dividend declared prior to the Issue Date:  Quarterly dividend of
twenty-eight cents ($0.28) per share

Item 5
Date of Letter Agreement between the Company and the United States Department of
the Treasury: March 13, 2009

Item 6
Number of shares of Common Stock: 57,671

Item 7
Company's address:     5 Bissell Street
                       Lakeville, CT 06039

Item 8
Notice information:    John F. Perotti
                       Chairman and Chief Executive Officer
                       Salisbury Bancorp, Inc.
                       5 Bissell Street
                       Lakeville, CT 06039



                                       17