Exhibit 10.1

                      CONSULTING AND NON-COMPETE AGREEMENT

         This Consulting and Non-Compete Agreement (hereinafter the "Agreement")
dated June 1, 2009,  is made by and between  John F. Perotti  (hereinafter  "Mr.
Perotti") and Salisbury  Bancorp,  Inc. (the  "Company")  and Salisbury Bank and
Trust  Company  (the  "Bank")  (collectively,  "Salisbury"),  in  light  of  the
following circumstances:

         WHEREAS,  Mr. Perotti is employed by the Bank as its Chairman and Chief
Executive  Officer  and  serves  in such  capacity  of its  parent  corporation,
Salisbury  Bancorp  Inc.,  and has loyally and capably  served the Bank for more
than 35 years and has served the Company since its inception;

         WHEREAS, the Bank and Company are deeply appreciative of his many years
of valuable service; and

         WHEREAS,  to  facilitate  the smooth  transition  in the  management of
Salisbury and to maximize the retention of the customers and goodwill  which Mr.
Perotti  brought to Salisbury  over his career of service,  Salisbury  wishes to
secure  Mr.  Perotti's  continued  assistance  to the Bank and the  Company as a
consultant without unreasonably infringing on his retirement plans;

         NOW THEREFORE,  in  consideration  of the mutual promises and covenants
contained herein,  Mr. Perotti and the Bank, each acting of their own free will,
hereby agree as follows:

         1. As previously  disclosed by the Company,  Mr.  Perotti has indicated
that he will retire June 8, 2009 and, upon his retirement,  resign any titles he
may hold as an officer or employee of Salisbury effective June 8, 2009. Upon his
retirement, Mr. Perotti shall be eligible to receive such retirement benefits in
accordance with the provisions of the retirement  plans and programs  maintained
by the Bank in which he has been participating. Mr. Perotti shall be entitled to
all vested  benefits,  including  any  benefits  vested that accrue prior to his
retirement date. As of this date, such vested benefits are summarized on Exhibit
                                                                         -------
A to this Agreement.
-

         2. Mr.  Perotti  agrees that from June 9, 2009,  through  December  31,
2011,  Mr.  Perotti will make  himself  reasonably  available at times  mutually
agreeable  to Mr.  Perotti  and  Salisbury  to provide  consulting  services  to
Salisbury as may be reasonably requested by Salisbury in order to facilitate the
smooth  transition  of  management  for  Salisbury  and assist  Salisbury in the
resolution of strategic objectives and customer relationships. Mr. Perotti shall
generally  not be  required to devote more than twenty (20) hours on average per
month to his duties  hereunder.  Salisbury  will pay Mr.  Perotti for consulting
services  rendered during the term of this Agreement.  Payments shall be made in
the amount of $7,637.41 on the first day of each month  commencing July 1, 2009,
and ending February 1, 2012. During 2009 and 2010,  Salisbury will reimburse Mr.
Perotti  for  ordinary  and  necessary  expenses  incurred  in  connection  with
participation on Salisbury's behalf at the Connecticut  Bankers  Association and
Connecticut  Community  Bankers  Association  Annual  Meetings,  so long as such
expenses are consistent with  Salisbury's  policy and do not exceed an aggregate
of $12,000.

<PAGE>

         3. The Bank  agrees to allow Mr.  Perotti and Mrs.  Shirley  Perotti to
remain in its group health  insurance  plan and to provide them  coverage  under
such plan at the same percentage of contribution  Mr. Perotti would have paid if
he had remained actively employed,  to the extent permitted by the plan. Mr. and
Mrs.  Perotti shall remain  eligible for such coverage until Mr. Perotti reaches
age 65 and, thereafter, for the period, if any, specified by COBRA.

         4. With the  exception of the  benefits  described in Exhibit A of this
                                                               ---------
Agreement and the payments and benefits described in this Agreement, Mr. Perotti
expressly  acknowledges  that he is not  entitled to any  payments,  benefits or
compensation, in any form for any reason, from Salisbury.

         5. Mr.  Perotti  agrees to  execute  the Form of  Release  attached  as
Exhibit B to this Agreement.
---------

         6. Mr. Perotti and Salisbury shall cooperate in the orderly transfer of
Mr.  Perotti's  professional  responsibilities,   business  files  and  personal
possessions,  so that his duties and responsibilities are completed or passed on
to other Salisbury personnel by June 8, 2009. Mr. Perotti's retirement shall not
terminate his membership on the Boards of Directors of either the Company or the
Bank,  which shall be governed by the  respective  Bylaws of the Company and the
Bank, and applicable law.

         7. Salisbury and Mr. Perotti  expressly  acknowledge that they will not
make any claim or demand against the other except as otherwise  provided in this
Agreement  and each of them hereby waives any rights any of them may now have or
may  hereafter  have or claim to have,  based upon any alleged oral  alteration,
amendment,  modification or any other alleged change in this Agreement; that the
validity, effect and operation of this Agreement shall be determined by the laws
of the State of Connecticut;  and that there is no written or oral understanding
or agreement between them as to the subject matter of this Agreement that is not
recited herein.

         8.  Except  as  provided  otherwise  in this  Agreement,  if any of the
provisions,   terms  or  clauses  of  this   Agreement  are  declared   illegal,
unenforceable  or  ineffective  in a legal forum or by operation  of law,  those
provisions,  terms and clauses  shall be deemed  severable,  such that all other
provisions,  terms and clauses of this Agreement  shall remain valid and binding
upon both parties.

         9. Mr. Perotti  affirmatively  states that he has had an opportunity to
consult with competent  counsel before executing this Agreement and the Exhibits
hereto;  that he has a full  understanding of the contents of this Agreement and
the Exhibits hereto and the effects thereof; that with specific reference to his
release of any and all claims under the Age Discrimination in Employment Act, 29
U.S.C. ss.ss.621 et. seq. he was afforded up to twenty-one (21) days to consider
this  Agreement;  and that if he signs this  Agreement  and the Exhibits  hereto
prior to the expiration of such twenty-one (21) days, he does so voluntarily and
of his own free will.

<PAGE>

         10. Should either party  commence or prosecute any action or proceeding
contrary to the provisions of this Agreement, such party agrees to indemnify the
other party for all costs, including court costs and reasonable attorneys' fees,
incurred by the other party in the defense of such action or in  establishing or
maintaining  the  application  or validity of this  Agreement or the  provisions
thereof, to the extent allowed by applicable law.

         11. This  Agreement  shall not become  effective or  enforceable  until
seven (7) days following its execution by Mr. Perotti.  Prior to the end of this
seven (7) day period,  Mr.  Perotti may revoke his assent to this  Agreement  by
written notice to Richard J. Cantele, Jr., President of Salisbury.

         12. (a) Mr.  Perotti  recognizes  and agrees  that in the course of his
employment  with  Salisbury,  he had been  exposed to  confidential  information
concerning  Salisbury  including,  but not limited to, existing and contemplated
products, trade secrets, formulas, compilations,  business and financial methods
or practices,  strategic plans,  pricing,  marketing,  merchandising and selling
techniques and  information,  customer  lists,  supplier lists and  confidential
information  relating  to  policies  and/or  business  strategies   (hereinafter
referred to as  "Confidential  Information").  Mr.  Perotti agrees that all such
Confidential  Information  is and shall  forever  remain  the sole  property  of
Salisbury.  Mr. Perotti shall keep all such  Confidential  Information  strictly
confidential, and he shall not disclose to any third party in any manner, either
directly or indirectly, any of such Confidential Information at any time for any
purpose.  Further, Mr. Perotti shall not use, in any manner,  either directly or
indirectly,  any of such Confidential  Information for his own benefit,  for the
benefit of any third party, or for any other purpose at any time.

             (b) Mr. Perotti acknowledges and agrees that, for a thirty-two (32)
month  consulting  period and a period of twelve  (12) months  thereafter  (such
forty-four (44) month period shall be referred to as the  "Non-Compete  Period")
without the prior written  consent of the Bank,  Mr. Perotti may not directly or
indirectly  be  employed  by or provide  consulting  services of any kind to any
other  depository  institution  (or an affiliate of same) that  maintains one or
more offices in Litchfield County, Connecticut, Berkshire County, Massachusetts,
or  Dutchess  or  Columbia   Counties,   New  York  (the  "Non-Compete   Area").
Furthermore,  Mr. Perotti  acknowledges  and agrees that during the  Non-Compete
Period he will not directly or indirectly  solicit or recruit any of Salisbury's
employees to leave employment with Salisbury.  Mr. Perotti also acknowledges and
agrees that during the  Non-Compete  Period,  he will not directly or indirectly
solicit or service any client or customer or  prospective  client or customer of
Salisbury  to become a client or  customer of any other  depository  institution
that maintains one or more offices the Non-Compete Area.

             (c) Mr. Perotti understands and agrees that violation by him of any
portion of this Section 12 may cause Salisbury to suffer immediate,  substantial
and  irreparable  injury,  and will be a  sufficient  basis to award  injunctive
relief and monetary damages to Salisbury without affecting the remainder of this
Agreement.

<PAGE>

         13. The Change in Control  Agreement  between Mr. Perotti and Salisbury
shall  expire  effective  June 8, 2009.  This  Section  shall be deemed to be an
amendment pursuant to the provisions of such Change in Control Agreement.


         14. No  payments  or  benefits  specified  in this  Agreement  shall be
construed  to be a  payment  for  departure  from a  company  for any  reason or
otherwise  constitute  prohibited  compensation  pursuant  to Section 111 of the
American  Recovery and  Reinvestment  Act of 2009 (the "Act") or  regulations or
standards  adopted  pursuant  thereto,  it being the intention of the parties to
facilitate the retirement of Mr. Perotti as contemplated and publicly  announced
prior to the  enactment  of the Act and to provide for Mr.  Perotti's  continued
service to the Company through this Consulting and Non-Compete Agreement.

         IN WITNESS WHEREOF, the aforementioned parties, intending to be legally
bound hereby, have executed this Agreement on the date(s) set forth below.

JOHN F. PEROTTI


                                            Date:   June 1, 2009
------------------------------                      -------------
John F. Perotti



STATE OF CONNECTICUT:
                    : ss:                           June 1, 2009
COUNTY OF LITCHFIELD:    -----------------------    ------------

         Personally appeared John F. Perotti, signer of the foregoing Agreement,
and acknowledged the same to be his free act and deed before me.


                                             ------------------------------
                                             Commissioner of the Superior Court/
                                             Notary Public


SALISBURY BANK AND TRUST COMPANY


                                             Date:  June 1, 2009
------------------------------                      -------------
By:      Richard J. Cantele, Jr.
Its:     President


<PAGE>


STATE OF CONNECTICUT:
                    : ss:                           June 1, 2009
COUNTY OF LITCHFIELD:    -----------------------    ------------

         Personally  appeared  Richard J. Cantele,  Jr.,  President of Salisbury
Bank and Trust Company, signer of the foregoing Agreement,  and acknowledged the
same to be his free act and deed on behalf of  himself  and  Salisbury  Bank and
Trust Company.


                                             ------------------------------
                                             Commissioner of the Superior Court/
                                             Notary Public


SALISBURY BANCORP, INC.


                                             Date:  June 1, 2009
------------------------------                      -------------
By:      Richard J. Cantele, Jr.
Its:     President


STATE OF CONNECTICUT:
                    : ss:                           June 1, 2009
COUNTY OF LITCHFIELD:    -----------------------    ------------

         Personally  appeared  Richard J. Cantele,  Jr.,  President of Salisbury
Bancorp,  Inc., signer of the foregoing Agreement,  and acknowledged the same to
be his free act and deed on behalf of himself and Salisbury Bancorp, Inc.



                                             ------------------------------
                                             Commissioner of the Superior Court/
                                             Notary Public


<PAGE>


                                    EXHIBIT A
                                    ---------

                               SUMMARY OF BENEFITS

         Mr.  Perotti  shall be  entitled  to  receive  his  retirement  benefit
pursuant  to the  Retirement  Plans of  Salisbury  Bank and  Trust  Company  and
Salisbury Bancorp, Inc., including the following benefits summarized below. Such
summaries  are  subject  to and  qualified  by the  terms  of  the  actual  Plan
documents:

         o        Benefits  vested as of June 8, 2009 under the  Profit  Sharing
                  Plan. No contributions shall be made after such date.

         o        Benefits   vested  as  of  June  8,  2009  under  the  Defined
                  Contribution Plan (401k). No contributions shall be made after
                  such date.

         o        Benefits  vested as of June 8, 2009 under the Defined  Benefit
                  Plan  (Pension)  to be  distributed  pursuant  to the  Pension
                  distribution options available at that time.

         o        The Bank agrees to allow Mr. Perotti and Mrs.  Shirley Perotti
                  to remain in its group  health  insurance  plan and to provide
                  them  coverage  under  such  plan at the  same  percentage  of
                  contribution  Mr.  Perotti  would have paid if he had remained
                  actively  employed,  to the extent  permitted by the plan. Mr.
                  and Mrs. Perotti shall remain eligible for such coverage until
                  Mr. Perotti reaches age 65 and, thereafter, for the period, if
                  any, specified by COBRA.

         o        A group term life  insurance  policy  with a death  benefit of
                  $50,000.  The  premium  to be paid  by the  Bank  through  Mr.
                  Perotti's 65th birthday.

         o        Benefits  pursuant to the Bank-owned Life Insurance  Agreement
                  pursuant to the  Salisbury  Bank and Trust  Company Group Term
                  Carve-out  Plan with  respect  to Mr.  Perotti  dated June 20,
                  2003, as amended.

         o        Benefits  vested pursuant to the SERP Agreement dated June 29,
                  1994.


<PAGE>

                                    EXHIBIT B
                                    ---------

                                     RELEASE

         For and in  consideration  of the  benefits  described  in the attached
Consulting and Non-Compete Agreement dated June 1, 2009 to which this Release is
an Exhibit  (collectively,  the "Agreement"),  Mr. John F. Perotti, for himself,
and for his heirs, executors, administrators,  successors and assigns, knowingly
releases and forever  discharges  the Bank, its parent  corporation,  and all of
their past, present and future directors,  officers,  agents and employees, from
any and all claims,  demands,  obligations,  damages,  liabilities and causes of
action,  known or  unknown,  in law or in equity,  including  but not limited to
claims and causes of action for wrongful discharge, tort, defamation,  breach of
any contract whether express or implied,  misrepresentation,  breach of the duty
of good faith and fair  dealing,  the  negligent or  intentional  infliction  of
emotional  distress,  and  causes of action  and  claims  under the  Connecticut
Workers' Compensation Act, Conn. Gen. Stat. ss.ss. 31-275 et. seq., Title VII of
the Civil Rights Act of 1964, 42 U.S.C.  ss.ss.2000e  et. seq., the Civil Rights
Act of 1991, 42 U.S.C.  ss.ss.  1981, et. seq., Section 1983 of the Civil Rights
Act, 42 U.S.C. ss.1983, the Connecticut Discriminatory Practices Act, Conn. Gen.
Stat.  ss.ss.46a-58  et. seq.,  the Americans with  Disabilities  Act, 42 U.S.C.
ss.ss.12101  et.  seq.,  the Age  Discrimination  in  Employment  Act, 29 U.S.C.
ss.ss.621  et. seq.,  the Employee  Retirement  Income  Security  Act, 29 U.S.C.
ss.ss. 1132, et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. ss.ss.
2601 et seq., the  Connecticut  Family and Medical Leave Act,  Conn.  Gen. Stat.
ss.ss.  31-51kk,  et seq., the Fair Credit Reporting Act, 15 U.S.C. ss.ss. 1681,
et seq., the Connecticut Whistle Blowers' Act, Conn. Gen. Stat.  ss.31-51m,  the
provisions of the Connecticut  General Statutes  concerning the payment of wages
(Conn. Gen. Stat. ss.ss.31-58 et seq. and Conn. Gen. Stat. ss.ss.31-70 et seq.),
the Fair  Labor  Standards  Act,  29  U.S.C.  ss.ss.201  et seq.,  and all other
federal, state and local laws, ordinances or regulations,  which Mr. Perotti now
has or ever had from the  beginning  of the world to the date of these  presents
against the Bank or its parent corporation,  for any losses, injuries or damages
(including  but not limited to back pay,  liquidated,  compensatory  or punitive
damages,  attorneys' fees and litigation  costs),  resulting from and/or arising
out of or in any way connected with Mr. Perotti's  employment by the Bank or its
parent  corporation or his retirement  from such  employment.  This Release does
not, in any way,  preclude Mr.  Perotti from  enforcing  the  provisions  of the
Agreement, however, in the event that a breach occurs.

         IN WITNESS WHEREOF, the aforementioned parties, intending to be legally
bound hereby, have executed this Agreement on the date(s) set forth below.

JOHN F. PEROTTI



                                             Date:  June 1, 2009
------------------------------                      -------------
John F. Perotti


<PAGE>

STATE OF CONNECTICUT:
                    : ss:                           June 1, 2009
COUNTY OF LITCHFIELD:    -----------------------    ------------


         Personally appeared John F. Perotti, signer of the foregoing Agreement,
and acknowledged the same to be his free act and deed before me.


                                             ------------------------------
                                             Commissioner of the Superior Court/
                                             Notary Public


SALISBURY BANK AND TRUST COMPANY


                                             Date:  June 1, 2009
------------------------------                      -------------
By:      Richard J. Cantele, Jr.
Its:     President

STATE OF CONNECTICUT:
                    : ss:                           June 1, 2009
COUNTY OF LITCHFIELD:    -----------------------    ------------


         Personally  appeared  Richard J. Cantele,  Jr.,  President of Salisbury
Bank and Trust Company, signer of the foregoing Agreement,  and acknowledged the
same to be his free act and deed on behalf of  himself  and  Salisbury  Bank and
Trust Company.


                                             ------------------------------
                                             Commissioner of the Superior Court/
                                             Notary Public


SALISBURY BANCORP, INC.


                                             Date:  June 1, 2009
------------------------------                      -------------
By:      Richard J. Cantele, Jr.
Its:     President



<PAGE>

STATE OF CONNECTICUT:
                    : ss:                           June 1, 2009
COUNTY OF LITCHFIELD:    -----------------------    ------------


         Personally  appeared  Richard J. Cantele,  Jr.,  President of Salisbury
Bancorp,  Inc., signer of the foregoing Agreement,  and acknowledged the same to
be his free act and deed on behalf of himself and Salisbury Bancorp, Inc.



                                             ------------------------------
                                             Commissioner of the Superior Court/
                                             Notary Public