Exhibit
10.10


SALISBURY
BANCORP, INC.


2011
LONG TERM INCENTIVE PLAN


_______________________


 


Amendment
Number One


_______________________


 


THIS
AMENDMENT NUMBER ONE (the “Amendment”) to the Salisbury Bancorp, Inc. 2011 Long Term Incentive Plan (the “Plan”)
is made by Salisbury Bancorp, Inc. (the “Company”) effective as of the 18th day of January, 2013.


WHEREAS,
the Company maintains the Plan; and


WHEREAS,
the Compensation Committee of the Company (the “Committee”) desires to amend the Plan in order to change the maximum
number of shares that may be issued pursuant to awards granted in any one calendar year from 20,000 to 30,000; and


 


WHEREAS,
the Committee further desires to amend the Plan in order to increase the number of shares granted annually to each Director as
the Director’s Annual Stock Retainer from 120 shares to 240 shares; and


 


WHEREAS,
Section 4.3(j) of the Plan authorizes the Committee to amend the Plan.


 


NOW,
THEREFORE, the Amendment is hereby adopted as follows:


		1.	Section
                                                                                                                                                                       5.1
                                                                                                                                                                       of
                                                                                                                                                                       the
                                                                                                                                                                       Plan
                                                                                                                                                                       is
                                                                                                                                                                       hereby
                                                                                                                                                                       amended
                                                                                                                                                                       to
                                                                                                                                                                       read
                                                                                                                                                                       as
                                                                                                                                                                       follows:



 


“NUMBER
OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 15.1, the aggregate number of Shares reserved and
available for issuance pursuant to Awards granted under the Plan (the “Plan Share Reserve”) shall be 84,000, subject
to adjustments made pursuant to Article 15. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options
granted under the Plan shall be 42,000, subject to adjustments made pursuant to Article 15. No more than 30,000 Shares, subject
to adjustments made pursuant to Article 15, shall be issued pursuant to Awards granted under the Plan in any one calendar year.
Subject to adjustments made pursuant to Article 15, the maximum number of Shares which may be issued as Directors Stock Retainer
Awards shall be 15,000.”


 


		2.	Subsection
                                                                                                                             13.2(a)
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Plan
                                                                                                                             is
                                                                                                                             hereby
                                                                                                                             amended
                                                                                                                             to
                                                                                                                             read
                                                                                                                             as
                                                                                                                             follows:



 


		(a)	““Annual
                                                                                                                             Stock
                                                                                                                             Retainer”
                                                                                                                             means
                                                                                                                             the
                                                                                                                             240
                                                                                                                             shares
                                                                                                                             of
                                                                                                                             Stock
                                                                                                                             payable
                                                                                                                             to
                                                                                                                             each
                                                                                                                             Director
                                                                                                                             on
                                                                                                                             an
                                                                                                                             annual
                                                                                                                             basis
                                                                                                                             as
                                                                                                                             part
                                                                                                                             of
                                                                                                                             each
                                                                                                                             Director’s
                                                                                                                             compensation
                                                                                                                             for
                                                                                                                             service
                                                                                                                             on
                                                                                                                             the
                                                                                                                             Board.”



 


		3.	Section
                                                                                                                             13.4
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Plan
                                                                                                                             is
                                                                                                                             hereby
                                                                                                                             amended
                                                                                                                             to
                                                                                                                             read
                                                                                                                             as
                                                                                                                             follows:



 


“NUMBER
OF SHARES AND GRANT DATE. On each annual Grant Date beginning with the first Grant Date after the Effective Date, each Director
whose term of office begins with or continues after such Grant Date shall be issued a number of whole shares of Stock set forth
in the Annual Stock Retainer (240 shares). Each Director who is first elected to the Board after the Effective Date (and who was
not then a member of the Board) other than on an Annual Meeting Date shall be granted a number of whole shares of Stock equal
to the Pro-Rated Stock Retainer.”


 


IN
WITNESS WHEREOF, this Amendment has been executed as of the date set forth below.


 SALISBURY
BANCORP, INC.


 


 


Date:____________________


By:__________________________


Print Name:


Title: