Exhibit 4.1
                                                                    -----------

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
                                     200.002
                            Shares of Preferred Stock

                              of SBT Bancorp, Inc.


                           Issue Date: March 27, 2009


         Section 13.     Definitions.  Unless the context otherwise  requires,
when used herein the following terms shall have the meanings indicated.

         "Board of Directors" means the board of directors of the Company,
including any duly authorized committee thereof.

         "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.

         "Charter" means, with respect to any Person, its certificate or
articles of incorporation, articles of association, or similar organizational
document.

         "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.

         "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.

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<PAGE>

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

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

         "Liquidation Amount" means the amount set forth in Item 4 of Schedule A
hereto.

         "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.

         "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.

         "Preferred Stock" means the series of perpetual preferred stock set
forth in Item 5 of Schedule A hereto.

         "Purchase Agreement" means the Securities Purchase Agreement - Standard
Terms incorporated into the Letter Agreement, dated as of the date set forth in
Item 6 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.

         "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 Preferred Stock and to own such Preferred 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.

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

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

         Section 14.     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
Preferred  Stock set forth in Item 7 of Schedule A hereto (the  "Shares"),  at a
purchase price per share of Preferred Stock equal to the Exercise Price.

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<PAGE>

         Section 15.     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 8 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 by having the
Company  withhold,  from the shares of Preferred  Stock that would  otherwise be
delivered to the  Warrantholder  upon such exercise,  shares of Preferred  Stock
issuable upon exercise of the Warrant with an aggregate Liquidation Amount equal
in  value  to the  aggregate  Exercise  Price as to  which  this  Warrant  is so
exercised.

         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.

         Section 16.     Issuance of Shares; Authorization. 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 preferred stock, solely for the purpose of providing for
the exercise of this Warrant,  the aggregate number of shares of Preferred Stock
then issuable  upon  exercise of this Warrant at any time.  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.

                                       36
<PAGE>

         Section 17.     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.

         Section 18.     Charges, Taxes and Expenses. Issuance of certificates
for Shares to 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.

         Section 19.     Transfer/Assignment.

         (i)     Subject to compliance with clause (B) of this Section 7, 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
7 shall be paid by the Company.

         (ii)    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 Section  4.2(a) of the
Purchase Agreement.

         Section 20.     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.

         Section 21.     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.

         Section 22.     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.

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<PAGE>

         Section 23.     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 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.

         Section 24.     Adjustments and Other Rights. For so long as the
Original  Warrantholder  holds this Warrant or any portion thereof, if any event
occurs  that,  in the good  faith  judgment  of the  Board of  Directors  of the
Company, would require adjustment of the Exercise Price or number of Shares into
which this Warrant is exercisable in order to fairly and adequately  protect the
purchase  rights of the Warrants in  accordance  with the  essential  intent and
principles  of the  Purchase  Agreement  and this  Warrant,  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.

         Whenever the Exercise Price or the number of Shares into which this
Warrant is exercisable shall be adjusted as provided in this Section 12, 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.

         Section 25.     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.

         Section 26.     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 17 below and upon the Warrantholder at the address for the Warrantholder
set forth in the  registry  maintained  by the  Company  pursuant  to  Section 8
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.

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<PAGE>

         Section 27.     Binding Effect.  This Warrant shall be binding upon any
successors or assigns of the Company.

         Section 28.     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.

         Section 29.     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 9 of Schedule A hereto,  or pursuant to such other  instructions  as may be
designated in writing by the party to receive such notice.

         Section 30.     Entire Agreement. This Warrant, the forms attached
hereto and 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]

                                       39
<PAGE>

                          [Form of Notice of Exercise]
                                 Date: _________


TO:      SBT Bancorp, Inc.

RE:      Election to Purchase Preferred 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
Preferred Stock covered by the Warrant such that after giving effect to an
exercise pursuant to Section 3(B) of the Warrant, the undersigned will receive
the net number of shares of Preferred Stock set forth below. The undersigned, in
accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate
Exercise Price for such shares of Preferred Stock in the manner set forth in
Section 3(B) of the Warrant.

Number of Shares of Preferred Stock:(1)  __________________

         The undersigned agrees that it is exercising the attached Warrant in
full and that, upon receipt by the undersigned of the number of shares of
Preferred Stock set forth above, such Warrant shall be deemed to be cancelled
and surrendered to the Company.



                      Holder:  _________________________________________________
                      By:  _____________________________________________________
                      Name:  ___________________________________________________
                      Title:  __________________________________________________









-----------------------------
         (1) Number of shares to be received by the undersigned upon exercise of
the attached Warrant pursuant to Section 3(B) thereof.

                                       40
<PAGE>

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

Dated:  March 27, 2009            COMPANY:  SBT BANCORP, INC.


                                  By:             /s/ Martin J. Geitz
                                      ------------------------------------------
                                         Name:    Martin J. Geitz
                                         Title:   President and Chief Executive
                                                  Officer


                                  Attest:


                                  By:         /s/ Anthony F. Bisceglio
                                      ------------------------------------------
                                         Name:    Anthony F. Bisceglio
                                         Title:   Executive Vice President,
                                                  Chief Financial Officer and
                                                  Treasurer



                           [Signature Page to Warrant]


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<PAGE>

                                                                     SCHEDULE A



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

Item 2
------
Exercise Price:  $0.01 per share

Item 3
------
Issue Date:  March 27, 2009

Item 4
------
Liquidation Amount:  $1,000 per share

Item 5
------
Series of Perpetual Preferred Stock:  Fixed Rate Cumulative Perpetual Preferred
Stock, Series B

Item 6
------
Date of Letter Agreement between the Company and the United States Department of
the Treasury:  March 27, 2009

Item 7
------
Number of shares of Preferred Stock:  200.002

Item 8
------
Company's address: 760 Hopmeadow Street, P.O. Box 248, Simsbury, CT 06070-0248

Item 9
------
Notice information: SBT Bancorp, Inc.
                    760 Hopmeadow Street
                    P.O. Box 248
                    Simsbury, CT 06070-0248
                    Attention:  Martin J. Geitz, President and Chief Executive
                                Officer
                    Facsimile No.:  (860) 651-2075

                    Copy to:

                    Day Pitney LLP
                    242 Trumbull Street
                    Hartford, CT 06103-1213
                    Attn.:  Robert M. Taylor III, Esq.
                    Facsimile No.:  (860) 881-2523


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