UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
             Securities and Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under ss. 240.14a-12

                             Salisbury Bancorp, Inc.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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[ ] Fee paid previously with preliminary materials.

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previously.  Identify the previous filing by registration  statement  number, or
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                             SALISBURY BANCORP, INC.

                                 PROXY STATEMENT

                         ANNUAL MEETING OF SHAREHOLDERS

                                  MAY 27, 2009





                                TABLE OF CONTENTS

                                                                            Page
NOTICE OF ANNUAL MEETING.......................................................3
INTRODUCTION. .................................................................4
OUTSTANDING STOCK AND VOTING RIGHTS............................................4
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS.................... 4
SECURITY OWNERSHIP OF MANAGEMENT
     AND RELATED SHAREHOLDER MATTERS...........................................6
         Principal Shareholders of the Company.................................6
         Equity Compensation Plan Information..................................7
         Executive Officers....................................................7
PROPOSAL 1 - ELECTION OF DIRECTORS.............................................7
         Nominees and Board of Directors and Director Independence.............8
CORPORATE GOVERNANCE...........................................................9
         Meetings and Committees of the Board of Directors.....................9
         Code of Ethics.......................................................12
         Board of Directors' Communications with Shareholders.................13
         Audit Committee Report...............................................13
EXECUTIVE COMPENSATION........................................................14
         Compensation of Executive Officers...................................14
         2008 Summary Compensation Table   ...................................14
         Employment and Other Agreements......................................14
BOARD OF DIRECTOR COMPENSATION................................................16
         2008 Director Compensation Table.....................................17
         Directors' Fees......................................................17
         Directors' Stock Retainer Plan.......................................17
         Certain Relationships and Related Transactions.......................18
         Indebtedness of Management and Others................................18
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.......................18
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS..........18
         Independence.........................................................19
         Audit Committee Pre-Approval of Audit and Permissible Non-Audit
                  Services of Independent Auditors............................19
PROPOSAL 3 - NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF
         NAMED EXECUTIVE OFFICERS.............................................20
OTHER BUSINESS................................................................21
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS..............................21
SHAREHOLDER INFORMATION.......................................................22

                                       2


                             SALISBURY BANCORP, INC.
                                5 BISSELL STREET
                                 P. O. BOX 1868
                          LAKEVILLE, CONNECTICUT 06039
                                 (860) 435-9801

                  NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON MAY 27, 2009

NOTICE IS HEREBY GIVEN that the 2009 Annual Meeting of Shareholders of Salisbury
Bancorp,  Inc. (the "Company")  will be held at 4:00 p.m. on Wednesday,  May 27,
2009 at the Interlaken Inn, 74 Interlaken Road, in Lakeville, Connecticut 06039,
for the following purposes:

1.       To elect three (3)  Directors  for a three (3) year term who,  with the
         six (6)  Directors  whose  terms do not  expire at this  meeting,  will
         constitute the full Board of Directors of the Company.

2.       To ratify the  appointment  of  Shatswell,  MacLeod & Company,  P.C. as
         independent  auditors for the Company for the year ending  December 31,
         2009.

3.       To approve the Non-binding  Advisory Vote on the  Compensation of Named
         Executive Officers.

4.       To  transact  such  other  business  as may  properly  come  before the
         meeting, or any adjournment(s) thereof.

         Only those  Shareholders of record at the close of business on the 27th
day of March,  2009 are  entitled  to notice  of,  and to vote at,  this  Annual
Meeting or any adjournment  thereof. In order that you may be represented at the
meeting,  please  complete,  date, sign and mail promptly the enclosed proxy for
which a postage-prepaid return envelope is provided.

                                          BY ORDER OF THE BOARD OF DIRECTORS OF
                                          SALISBURY BANCORP, INC.


                                          John F. Foley
                                          Secretary
April 20, 2009
Lakeville, CT

SHAREHOLDERS  ARE REQUESTED TO MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS
SOON AS POSSIBLE  REGARDLESS  OF WHETHER  THEY PLAN TO ATTEND THE  MEETING.  ANY
----------------
PROXY GIVEN BY A SHAREHOLDER  MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED,
AND ANY  SHAREHOLDER WHO EXECUTES AND RETURNS A PROXY AND WHO ATTENDS THE ANNUAL
MEETING  MAY  WITHDRAW  THE PROXY AT ANY TIME BEFORE IT IS VOTED AND VOTE HIS OR
HER  SHARES IN PERSON.  A PROXY MAY ALSO BE REVOKED BY GIVING  NOTICE TO JOHN F.
FOLEY, SECRETARY OF THE COMPANY, 5 BISSELL STREET, P. O. BOX 1868, LAKEVILLE, CT
06039, IN WRITING PRIOR TO THE TAKING OF A VOTE.

                                       3


                             SALISBURY BANCORP, INC.
                                5 BISSELL STREET
                               LAKEVILLE, CT 06039
                                 (860) 435-9801

                                 PROXY STATEMENT
                     FOR 2009 ANNUAL MEETING OF SHAREHOLDERS
                                  May 27, 2009

                                  INTRODUCTION

         The  enclosed  proxy card (the  "Proxy") is  solicited  by the Board of
Directors (the "Board of Directors") of Salisbury Bancorp, Inc. (the "Company"),
for use at the 2009 Annual Meeting of Shareholders  (the "Annual Meeting") to be
held on  Wednesday,  May 27,  2009,  at 4:00 p.m.,  at the  Interlaken  Inn,  74
Interlaken Road,  Lakeville,  Connecticut 06039, and at any and all adjournments
thereof.  Any Proxy given may be revoked at any time before it is actually voted
on any  matter in  accordance  with the  procedures  set forth on the  Notice of
Annual  Meeting.  This Proxy  Statement and the enclosed form of Proxy are being
mailed to shareholders (the "Shareholders") on or about April 20, 2009. The cost
of  preparing,  assembling  and mailing  this Proxy  Statement  and the material
enclosed  herewith is being borne by the Company.  In  addition,  proxies may be
solicited by Directors, officers and employees of the Company and Salisbury Bank
and Trust  Company (the  "Bank")  personally  by  telephone or other means.  The
Company will reimburse  banks,  brokers,  and other  custodians,  nominees,  and
fiduciaries for their reasonable and actual costs in sending the proxy materials
to the beneficial owners of the Company's common stock (the "Common Stock").

         If your shares are in a brokerage or fiduciary account,  your broker or
bank will send you a voting  instruction form instead of a Proxy.  Please follow
the  instructions  on such form to instruct your broker or bank how to vote your
shares.  If you wish to attend the meeting  and vote your shares in person,  you
must follow the instructions on the voting  instructions  form to obtain a legal
proxy from your broker or bank.

                       OUTSTANDING STOCK AND VOTING RIGHTS

         The Board of  Directors  has fixed the close of  business  on March 27,
2009  as  the  record  date  (the  "Record  Date")  for  the   determination  of
Shareholders  entitled to notice of and to vote at the Annual Meeting. As of the
Record Date,  1,685,861 shares of the Company's Common Stock (par value $.10 per
share) were outstanding and entitled to vote and held of record by approximately
1,500 Shareholders of Record. Each share of Common Stock is entitled to one vote
on  all  matters  to  be  presented  at  the  Annual  Meeting.  Votes  withheld,
abstentions and broker non-votes are not treated as having voted in favor of any
proposal and are counted only for  purposes of  determining  whether a quorum is
present at the Annual Meeting.

         A Proxy card is enclosed for your use.  YOU ARE  SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS TO COMPLETE,  DATE, SIGN AND RETURN THE PROXY CARD IN THE
ACCOMPANYING ENVELOPE, which is postage-prepaid if mailed in the United States.

                                       4


         If the enclosed form of Proxy is properly  executed and received by the
Company  in time to be voted  at the  Annual  Meeting,  the  shares  represented
thereby  will be  voted in  accordance  with the  instructions  marked  thereon.
Executed,  but  unmarked  proxies  will  be  voted  "FOR"  Proposals  1, 2 and 3
discussed in this Proxy Statement.  As of the date of this Proxy Statement,  the
Board of Directors  and  management  do not know of any matters other than those
described  in the Notice of Annual  Meeting  that are to come  before the Annual
Meeting.  If any other matters are properly  brought before the Annual  Meeting,
the persons  named in the Proxy will vote the shares  represented  by such Proxy
upon such matters as determined by a majority of the Board of Directors.

         IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
                     FOR THE ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON MAY 27, 2009

         Under  the  rules  recently  adopted  by the  Securities  and  Exchange
Commission, we are now furnishing proxy materials on the Internet in addition to
mailing paper copies of the materials to our shareholders.

         This Notice,  Proxy  Statement and the Company's 2008 Annual Report are
available on the Company's website at www.cfpproxy.com/4607

         Directions to the  Interlaken Inn may be obtained by writing to John F.
Foley,  Secretary,  Salisbury Bank and Trust Company, 5 Bissell Street, P.O. Box
1868,  Lakeville,  Connecticut  or by  calling-1-860-435-9801  or  toll-free  at
1-800-222-9801.

         The  information  found  on,  or  otherwise   accessible  through,  the
Company's  website is not incorporated by reference into, and is not otherwise a
part of, this Proxy Statement.



                                       5



                      SECURITY OWNERSHIP OF MANAGEMENT AND
                           RELATED SHAREHOLDER MATTERS

         The following table sets forth certain information as of March 27, 2009
regarding  the  number  of shares of  Common  Stock  beneficially  owned by each
nominee for Director,  Director and Executive  Officer of the Company and by all
nominees for  Director,  Directors  and  Executive  Officers of the Company as a
group.



                                                    Amount and Nature of
   Name of Beneficial Owner                       Beneficial Ownership (1)                  Percent of Class (2)
   ------------------------                       ------------------------                  --------------------
                                                                                              
Louis E. Allyn, II                                          1,481                                   .09%
John R. H. Blum                                            16,465 (3)                               .97%
Louise F. Brown                                             2,928                                   .17%
Richard J. Cantele, Jr.                                     3,006 (4)                               .18%
Robert S. Drucker                                           8,468 (5)                               .50%
John F. Foley                                               7,443 (6)                               .44%
Nancy F. Humphreys                                          1,840 (7)                               .11%
Holly J. Nelson                                             1,888 (8)                               .11%
John F. Perotti                                            11,457 (9)                               .68%
Michael A. Varet                                           66,486 (10)                             3.94%
-------------------------                              --------------                            -------
(All  Nominees for  Directors,                            121,462                                  7.20%
Directors and Executive  Officers
of the Company as a group of ten
(10) persons)

-----------------------
(1)      The shareholdings also include, in certain cases, shares owned by or in
         trust for a director's spouse and/or children or grandchildren,  and in
         which all  beneficial  interest has been  disclaimed by the Director or
         the Director has the right to acquire such  security  within sixty (60)
         days of March 27, 2009.
(2)      Percentages are based upon the 1,685,861 shares of the Company's Common
         Stock  outstanding  and  entitled  to  vote  on  March  27,  2009.  The
         definition of  beneficial  owner  includes any person who,  directly or
         indirectly,   through  any   contract,   agreement  or   understanding,
         relationship  or  otherwise,  has or shares  voting power or investment
         power with respect to such security.
(3)      Includes 4,000 shares owned by John R. H. Blum's spouse.
(4)      Includes 1,320 shares owned jointly by Richard J. Cantele,  Jr. and his
         spouse and 6 shares owned by Richard J.  Cantele,  Jr. as custodian for
         his daughter.
(5)      Includes 1,500 shares owned by Robert S. Drucker's spouse.
(6)      Includes  3,322 shares  owned  jointly by John F. Foley and his spouse,
         1,543  owned by his  spouse  and 100  shares  owned by John F. Foley as
         custodian for his children.
(7)      Includes  1,000  shares  owned  jointly by Nancy F.  Humphreys  and her
         spouse.  (8) Includes 6 shares owned by Holly J. Nelson as guardian for
         a minor child.
(9)      Includes  9,514 shares owned jointly by John F. Perotti and his spouse,
         1,100  shares  owned by his spouse and 564 shares  owned by his son, of
         which  shares  owned  by his  spouse  and  son,  John  F.  Perotti  has
         disclaimed beneficial ownership.
(10)     Includes  18,540 shares which are owned by his spouse and 18,546 shares
         which are owned by his children,  of which shares  Michael A. Varet has
         disclaimed beneficial ownership.

Principal Shareholders of the Company
-------------------------------------

         Management  is not aware of any person  (including  any "group" as that
term is used in Section  13(d)(3) of the  Securities  Exchange  Act of 1934,  as
amended  (the  "Exchange  Act"))  who  owns  beneficially  more  than  5% of the
Company's Common Stock as of the Record Date.

                                       6


Equity Compensation Plan Information
------------------------------------

         The Company  does not have any equity  compensation  plans  pursuant to
which equity  securities  are authorized  for issuance for the  compensation  of
Executive  Officers.  The Company has a Directors'  Stock Retainer  Plan,  which
provides  non-employee  Directors with shares of the Common Stock as a component
of their compensation.  Such Plan is discussed further under "Board of Directors
Compensation" below.

Executive Officers

         The  following  table  sets  forth  the name and age of each  Executive
Officer,  his principal  occupation  for the last five (5) years and the year in
which he was first appointed an Executive Officer of the Company.



                                                                                   Executive Officer
         Name                       Age              Position                      of the Company since:
         ----                       ---              --------                      ---------------------
                                                                                   
         John F. Perotti             62              Chairman and                        1998 (1)
                                                     Chief Executive Officer

         Richard J. Cantele, Jr.     49              President and                       2001 (2)
                                                     Chief Operating Officer

         John F. Foley               58              Chief Financial Officer,            1998 (3)
                                                     Treasurer and Secretary


---------------
(1)      Mr.  Perotti is also the  Chairman and Chief  Executive  Officer of the
         Bank and has been an  Executive  Officer  of the Bank  since  1982.  On
         December 31, 2008, Mr.  Perotti  announced that effective June 8, 2009,
         he is retiring as Chief Executive  Officer of the Company and the Bank.
         Mr.  Perotti  will  continue  as a Director of the Company and the Bank
         subject  to  Shareholder  approval.  For  more  information,   see  the
         Company's Form 8-K filed on December 31, 2008.
(2)      Mr.  Cantele is also the President and Chief  Operating  Officer of the
         Bank  and  has  been an  Executive  Officer  of the  Bank  since  1989.
         Effective June 8, 2009, Mr. Cantele will become Chief Executive Officer
         and President of the Company and the Bank.  For more  information,  see
         the Company's Form 8-K filed on December 31, 2008.
(3)      Mr. Foley is also the Chief Financial Officer and Treasurer of the Bank
         and has been an Executive Officer of the Bank since 1986.

                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

         The Certificate of Incorporation  and Bylaws of the Company provide for
a Board of Directors of not less than seven (7) members, as determined from time
to time by resolution of the Board of Directors.  The Board of Directors has set
the number of  directorships  at nine (9). The Board of Directors of the Company
is divided into three (3) classes as nearly equal in number as possible. Classes
of Directors  serve for  staggered  three (3) year terms.  A successor  class is
elected at each annual meeting of  shareholders  when the terms of office of the
members of one class  expire.  Vacant  directorships  may be  filled,  until the
expiration of the term of the vacated directorship, by the vote of a majority of
the  Directors  then in office.  A plurality of votes cast in favor is necessary
for the election of Directors.

                                       7


Nominees and Board of Directors and Director Independence
---------------------------------------------------------

         There are  three (3)  directorships  on the Board of  Directors  up for
election this year. The following individuals have been nominated to serve for a
three (3) year term: John R. H. Blum, Holly J. Nelson, and John F. Perotti.  The
three (3)  nominees  are  presently  members of the Board of  Directors.  Unless
otherwise directed, the enclosed Proxy will be voted "FOR" such nominees. In the
event any one or more  nominees is unable or declines to serve (events which are
not anticipated),  the persons named in the Proxy may vote for some other person
or persons as the Board of Directors may recommend.

         The  following  table sets forth certain  information,  as of March 27,
2009, with respect to the Directors of the Company. All Directors are considered
"independent" within the meaning of the NYSE AMEX US independence standards with
the exception of John F. Perotti and Richard J. Cantele,  Jr., who are Executive
Officers of the Company and the Bank.



                         NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 2009
                         ------------------------------------------------
             Name                     Age            Position Held with          Director Since
             ----                     ---                the Company             --------------
                                                         ----------
                                                                              
John R. H. Blum                       79                  Director                    1998
Holly J. Nelson                       55                  Director                    1998
                                                       Chairman, Chief
John F. Perotti                       62             Executive Officer,               1998
                                                          Director

                          CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2010
                          -----------------------------------------------

Louis E. Allyn, II                    61                  Director                    2004
Robert S. Drucker                     67                  Director                    2004
Michael A. Varet                      67             Presiding Director               1998

                          CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2011
                          -----------------------------------------------

Louise F. Brown                       65                  Director                    1998
                                                      President, Chief
Richard J. Cantele, Jr.               49             Operating Officer,               2005
                                                          Director
Nancy F. Humphreys                    67                  Director                    2001


         Presented below is additional  information  concerning the Directors of
the Company.  Unless  otherwise  stated,  all  Directors  have held the position
described for at least five (5) years.

         Louis E. Allyn,  II has been a Director  of the Bank since 2004.  He is
President of Allyndale  Corporation.  Allyndale  Corporation mines and processes
limestone into a variety of  agricultural  and lawn and garden products that are
distributed throughout southern New England and New York state.

                                       8


         John R. H.  Blum is a  retired  attorney  and  former  Commissioner  of
Agriculture  for the State of  Connecticut.  He has been a Director  of the Bank
since 1995 and was elected Presiding  Director in 2005, a position he held until
2007.  Prior to 2005,  he was  Chairman of the Board of Directors of the Company
and the Bank since 1998.

         Louise F.  Brown has been a  Director  of the Bank  since 1992 and is a
partner in the law firm of Ackerly Brown, LLP.

         Richard J. Cantele,  Jr. has been President and Chief Operating Officer
of the  Company and the Bank since  2005.  Prior to that he served as  Executive
Vice President,  Treasurer and Chief Operating Officer of the Bank and Secretary
of the Company. He has been a Director of the Bank since 2005.

         Robert S.  Drucker has been a Director  of the Bank since  2004.  He is
proprietor of Barrington Outfitters.

         Nancy F.  Humphreys  has been a Director  of the Bank since  2001.  She
retired  from  Citigroup  New York,  Citibank  in  February  of 2000 as Managing
Director and Treasurer of Global Corporate Investment Bank North America.

         Holly J. Nelson has been a Director  of the Bank since  1995.  She is a
member of Horses North, LLC, a tour operator, and is a member in Oblong Property
Management, LLC.

         John F. Perotti has been  Chairman and Chief  Executive  Officer of the
Company and the Bank since 2005.  Prior to that he served as President and Chief
Executive  Officer of the Company and the Bank,  Executive  Vice  President  and
Chief  Operating  Officer of the Bank and Vice  President  and  Treasurer of the
Bank. He has been a Director of the Bank since 1985.

         Michael A.  Varet is a Senior  Counsel in the law firm of DLA Piper LLP
(US).  Mr.  Varet has been a Director  of the Bank  since  1997 and was  elected
Presiding Director in 2007.

         THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE "FOR" THE PROPOSAL TO ELECT
EACH OF THE THREE (3) NOMINEES TO THE BOARD OF DIRECTORS FOR A TERM OF THREE (3)
YEARS.  DIRECTORS  ARE  ELECTED BY A  PLURALITY  OF THE VOTES CAST BY THE SHARES
ENTITLED TO VOTE AT THE  MEETING.  PROXIES  SOLICITED  BY THE BOARD OF DIRECTORS
WILL BE SO VOTED  UNLESS  SHAREHOLDERS  SPECIFY A  CONTRARY  CHOICE ON THE PROXY
CARD.

                              CORPORATE GOVERNANCE

Meetings and Committees of the Board of Directors
-------------------------------------------------

         The Board of Directors met sixteen (16) times during the year 2008, and
has various  committees  including an Executive  Committee,  Human Resources and
Compensation Committee, Nominating and Governance Committee and Audit Committee.
The members of the committees are appointed by the Board of Directors.

                                       9


         During 2008 no Director attended fewer than 75% of the aggregate of (1)
the total number of meetings held by the Company's Board of Directors during the
period that the individual  served, and (2) the total number of meetings held by
all committees of the Company's  Board of Directors on which he/she served.  The
Company does not maintain a policy for  Directors'  attendance  at the Company's
annual  meetings of  Shareholders,  but encourages all Directors to attend.  All
Directors of the Company  attended the Company's  annual meeting of Shareholders
on May 14, 2008.

Executive Committee

         The Executive Committee has general supervision over the affairs of the
Company between meetings of the Board of Directors. The members of the Executive
Committee  are Louis E.  Allyn,  II, John R. H. Blum,  Louise F. Brown,  John F.
Perotti and Michael A. Varet.  The Executive  Committee did not meet  separately
from the Board during the year 2008.

Human Resources and Compensation Committee

         The Human  Resources  and  Compensation  Committee is  responsible  for
reviewing the Company's general compensation strategy; establishing salaries and
reviewing benefit programs, including pensions and incentive compensation plans;
and advising the Board of Directors and making  recommendations  with respect to
such plans.  In  particular,  the  Committee  reviews and approves the Company's
compensation strategies and objectives, reviews and makes recommendations to the
Board for its approval regarding Executive Officers'  compensation,  administers
incentive  plans and reviews and makes  recommendations  to the Board  regarding
general  employee  pension benefit plans and other benefit plans on an as needed
basis.  The  Company  strives for pay  packages  that are fair.  In  determining
whether compensation of Executive Officers is fair, the Committee considers each
component  of  compensation  including  salary  and bonus,  stock  compensation,
amounts to be received from any deferred  compensation,  severance,  perquisites
and others. In establishing  levels of compensation,  the Committee endeavors to
take  into  consideration  an  individual's  performance,  level  of  expertise,
responsibilities,  length of service and comparable  levels of compensation paid
to executives of other companies of comparable  size and development  within the
industry.  No  individual  Executive  Officer  may  participate  in the  review,
discussion or decision of the Committee regarding his or her compensation or the
compensation  of any  senior  Executive  Officer,  but  Executive  Officers  may
participate  in the review,  discussion or decision of the  Committee  regarding
Director  compensation.  The  Committee  directly  engaged the services of Clark
Consulting  to  provide an  external  annual  analysis  of the  compensation  of
Executive Officers. The members of the Committee are Louis E. Allyn, II (Chair),
Holly J. Nelson and Michael A. Varet,  all of whom are independent in accordance
with the NYSE AMEX US  independence  standards.  The Committee met six (6) times
during the year 2008.

         A copy of the Committee's Charter, which the Committee and Board review
and  assess  at  least  annually,  is  available  on the  Company's  website  at
www.salisburybank.com.
---------------------

                                       10


Nominating and Governance Committee

         The Nominating and  Governance  Committee is responsible  for assisting
the Board of Directors in  identifying  and  evaluating  potential  nominees for
director and recommending qualified nominees to the Board for consideration. The
Nominating and Governance  Committee  selects the director nominees to stand for
election at the Company's  annual meetings of  shareholders.  The Nominating and
Governance  Committee's  process for  identifying  and  evaluating  nominees for
director,  including  nominees  recommended by  shareholders,  has  historically
operated  informally and without any differences in the manner in which nominees
recommended by shareholders are evaluated. However, the Company's Bylaws provide
that if the Committee or Board  proposes a nominee age 72 or greater,  then such
nomination requires two-thirds approval by the full Board.

         The  Nominating  and  Governance  Committee  and the Board of Directors
consider  factors  such  as  those  summarized  below  in  evaluating   director
candidates,  including any nominee  submitted by shareholders,  and believe that
the  Company's  Bylaws,  Nominating  and  Governance  Committee  Charter and the
qualifications  and  considerations  such  as  those  enumerated  below  provide
adequate guidance and flexibility in evaluating candidates.

      o  Sound  business  judgment  and  financial  sophistication  in  order to
         understand  the Company's  financial and operating  performance  and to
         provide strategic guidance to management.
      o  Business management experience.
      o  Integrity, commitment, honesty and objectivity.
      o  A general  familiarity with (i) prudent banking  principles;  (ii) bank
         operations/technology;  (iii) pertinent laws, policies and regulations;
         (iv) markets and trends affecting the financial services industry;  and
         (v) local economic and business opportunities.
      o  Strong  communication  skills in order to function effectively with the
         Company's constituencies.
      o  A  financial  interest  in the  Company  as a  shareholder.  Generally,
         candidates should not have  relationships  with the Company or the Bank
         which would disqualify the candidate from being considered independent.
      o  Generally,  candidates should be involved in philanthropic,  education,
         business or civic leadership positions.
      o  Generally,  candidates  should be familiar  with the  geographic  areas
         served by the Company.
      o  Candidates  should  evidence a  willingness  and  commitment  to devote
         sufficient  time  and  energy  to  prepare  for and  attend  Board  and
         Committee   meetings   and  to   diligently   perform  the  duties  and
         responsibilities of service as a director.
      o  Candidates  should not have interests  which conflict with those of the
         Company or the Bank.

         The  Company  has not  paid a fee to any  third  party  or  parties  to
identify or assist in identifying or evaluating  potential  nominees.  The Board
and Nominating and Governance Committee do not discriminate on the basis of sex,
race, color, gender,  national origin,  religion or disability in the evaluation
of candidates.

         A copy of the Company's  written  Nominating and  Governance  Committee
Charter is available on the Company's website at www.salisburybank.com.
                                                 ---------------------

                                       11


         Any  shareholder  who wishes to recommend a nominee for director should
send the required  information  to the attention of the Chair of the  Nominating
and Governance Committee at the address of the Company. See also the information
under "Deadline for Submission of Shareholder Proposals" below.

         The members of the Nominating  and Governance  Committee are John R. H.
Blum,  Louise F. Brown and Michael A. Varet. All such members are  "independent"
in accordance with the independence standards of NYSE AMEX US. The Committee met
twice  during the year 2008.  All  nominees  for  directors  at the 2009  Annual
Meeting were nominated by the Nominating and Governance  Committee and the Board
of Directors.

Audit Committee

         The Company has an Audit Committee established by and amongst the Board
of  Directors  for the  purpose  of  overseeing  the  accounting  and  financial
reporting  process of the Company and audits of the financial  statements of the
Company.  Subject to the Audit Committee  Charter,  the Audit Committee provides
assistance to the Board of Directors in  fulfilling  its  responsibility  to the
shareholders,  potential  shareholders  and  investment  community  relating  to
corporate  accounting,  reporting practices of the Company,  and the quality and
integrity  of the  financial  reports  of the  Company.  In so doing,  it is the
responsibility  of the Audit Committee to appoint the  independent  auditors for
the  Company and to maintain  free and open means of  communication  between the
Directors,  the independent  auditors,  the internal  auditors and the financial
management of the Company.

         The  responsibilities  of  the  Audit  Committee  are  governed  by the
Company's  Audit  Committee  Charter which was adopted by the Company's Board of
Directors.  Its members are Louis E. Allyn,  II, Nancy F. Humphreys  (Chair) and
Michael A. Varet.  The Audit  Committee  met six (6) times during the year 2008.
Each of the  members of the Audit  Committee  is an  "independent  director"  in
accordance  with the listing  standards  of the NYSE AMEX US. While no member of
the Audit Committee  qualifies as an "audit committee  financial expert" as such
term is  defined  by  federal  securities  laws and  regulations,  the  Board of
Directors believes the members of the Audit Committee bring diverse educational,
business and  professional  experience that is beneficial to the audit committee
function of the Company and the Bank and enables the Audit  Committee to fulfill
its responsibility.

         A copy of the Company's written Audit Committee Charter is available on
the Company's website at www.salisburybank.com.
                         ---------------------

Code of Ethics
--------------

         The Company has adopted a Code of Ethics that applies to the  Company's
Chief  Executive  Officer and Chief  Financial  Officer.  A copy of such Code of
Ethics is available upon request,  without charge,  by writing to John F. Foley,
Chief  Financial  Officer and Secretary,  Salisbury  Bank and Trust  Company,  5
Bissell Street, P. O. Box 1868, Lakeville, Connecticut 06039.

                                       12


Board of Directors' Communications with Shareholders
----------------------------------------------------

         The  Company's  Board of Directors  does not have a formal  process for
shareholders to send  communications to the Board.  However,  the volume of such
communications  has  historically  been  de  minimus.   Accordingly,  the  Board
considers the Company's informal process to be adequate to address the Company's
needs.  Historically,  such  informal  process has  functioned  as follows:  any
shareholder  communication  is forwarded  to the  Chairman  and Chief  Executive
Officer  for  appropriate  discussion  by the  Board and the  formulation  of an
appropriate  response.  Shareholders may forward written  communications  to the
Board by  addressing  such  comments  to the  Board of  Directors  of  Salisbury
Bancorp, Inc., 5 Bissell Street, P. O. Box 1868, Lakeville, Connecticut 06039.

Audit Committee Report
----------------------

         The Audit  Committee has reviewed and  discussed the Company's  audited
financial statements for the fiscal year ended December 31, 2008 with management
and has  discussed  the matters  that are required to be discussed by SAS 61, as
amended and as adopted by the Public Company Accounting  Oversight Board in Rule
3200T,  with  Shatswell,  MacLeod & Company,  P.C.  (the  Company's  independent
auditors) ("Shatswell").

         The Audit Committee has received the written disclosures and the letter
from  Shatswell  required  by  applicable  requirements  of the  Public  Company
Accounting  Oversight Board for independent  auditor  communications  with Audit
Committees concerning  independence,  and has discussed Shatswell's independence
with respect to the Company with Shatswell.

         Based on the  review  and  discussions  referred  to  above,  the Audit
 Committee  recommended  to the Board that the audited  financial  statements be
 included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2008 for filing with the  Securities and Exchange  Commission  (the
"SEC").

Salisbury Bancorp, Inc. Audit Committee

Nancy F. Humphreys, Chairman
Louis E. Allyn, II
Michael A. Varet

         The foregoing  Report of the Company's  Audit  Committee is provided in
accordance with the rules and regulations of the SEC. Pursuant to such rules and
regulations,  this Report shall not be deemed "soliciting  material," filed with
the  SEC,  subject  to  Regulation  14A  and 14C of the  SEC or  subject  to the
liabilities of Section 18 of the Exchange Act.



                                       13


                             EXECUTIVE COMPENSATION

Compensation of Executive Officers
----------------------------------

         The  following  table  provides  certain   information   regarding  the
compensation  paid to the Named  Executive  Officers of the Company for services
rendered in all  capacities  during the two (2) fiscal years ended  December 31,
2008 and December 31, 2007. All compensation expense was paid by the Bank.

                         2008 Summary Compensation Table


--------------------------------------------------------------------------------------------------------------------------------
  Name and Principal Position    Year Salary      Bonus     Stock   Option  Non-Equity   Nonqualified    All Other     Total
                                                            Awards  Awards   Incentive     Deferred    Compensation
                                                                               Plan      Compensation
                                                                           Compensation    Earnings
                                        ($)        ($)       ($)     ($)                     ($)            ($)         ($)
                                                                                ($)
              (a)                (b)    (c)        (d)       (e)     (f)        (g)          (h)          (i)(2)        (j)
--------------------------------------------------------------------------------------------------------------------------------
                                                                                             
John F. Perotti - Chairman and  2008  $214,844          0                                                 $19,501      $234,345
Chief Executive Officer         2007   212,583  $17,500(1)                                                $20,207      $250,290
--------------------------------------------------------------------------------------------------------------------------------
Richard J. Cantele, Jr. -       2008   165,934          0                                                  18,244       184,178
President and Chief Operating   2007   154,637   17,500(1)                                                 17,837       189,974
Officer
--------------------------------------------------------------------------------------------------------------------------------
John F. Foley-Chief Financial   2008   113,935          0                                                  16,122       130,057
Officer, Treasurer & Secretary  2007   106,943    8,450(1)                                                 16,186       131,579
--------------------------------------------------------------------------------------------------------------------------------


(1)  Column (d) - cash incentive bonus earned in 2007 but paid in 2008.
(2)  Column  (i) -  includes,  for the years  2008 and 2007,  respectively:  Mr.
Perotti - $4,550 and $4,710 in 401(k)  matching  contributions  and  $14,951 and
$15,497  in  insurance  premiums;  Mr.  Cantele  - $3,652  and  $3,491 in 401(k)
matching  contributions and $14,592 and $14,346 in insurance premiums; Mr. Foley
- $2,415 and $2,320 in 401(k) matching  contributions and $13,707 and $13,866 in
insurance premiums.

Employment and Other Agreements
-------------------------------

         The  Company  has no  employment  agreements  with the Named  Executive
Officers.

         Change in Control  Agreements  - The Company has entered into Change in
Control Agreements (the  "Agreements") with each Named Executive Officer,  which
become  effective upon the  consummation of a "Change in Control" (as defined in
the  Agreements) of the Company at which point the Agreements have a twelve (12)
month term. The  Agreements  provide that if following a "Change in Control" (as
defined in the  Agreements) of the Company or the Bank, an Executive  Officer is
terminated  or  is  reassigned  under  certain   circumstances  defined  in  the
Agreements  within a period of  twelve  (12)  months  following  such  Change in
Control,  such Executive Officer will be entitled to a lump sum payment equal to
his or her annual  compensation based upon the most recent aggregate base salary
paid to the  Executive  Officer in the  twelve  (12)  month  period  immediately
preceding his or her termination or reassignment. In certain cases, the lump sum
payment may be deferred for six (6) months  pursuant to the operation of Section
409A of the Internal Revenue Code. In addition, for twelve (12) months following
a Change in Control,  certain  specified  insurance  benefits  shall continue in
effect on terms and conditions at least as favorable to the Executive Officer as
maintained  immediately  prior

                                       14


to the Change in Control.  In no event shall such  payments be made in an amount
that would cause them to be deemed  non-deductible  to the Bank by reason of the
operation  of Section  280G of the  Internal  Revenue  Code.  The purpose of the
Agreements is to provide  certain  potential  benefits to the Executive  Officer
solely in the event of a Change in Control  and do not  provide a  contract  for
employment.  The  Agreements  expire on September  30, 2010,  provided that if a
"Change in Control"  occurs prior to September 30, 2010,  the  Agreements  shall
remain in effect for twelve (12) months  after the date on which any such Change
in Control is consummated.

         On  March  13,  2009,  the  Company  entered  into a  Letter  Agreement
including the Securities Purchase  Agreement-Standard  Terms, as supplemented by
the  letter  dated  March  13,  2009  relating  to  the  American  Recovery  and
Reinvestment Act of 2009, (together,  the "Purchase  Agreement"),  with the U.S.
Treasury  Department (the  "Treasury")  pursuant to which the Company issued and
sold 8,816 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series
A, under the Capital  Purchase  Program  (the "CPP") of the  Emergency  Economic
Stabilization  Act of 2008  ("EESA").  Pursuant  to the  terms  of the  Purchase
Agreement,  John F. Perotti,  Richard J. Cantele, Jr., John F. Foley, Diane E.R.
Johnstone and Gerard J. Baldwin  (each a "Senior  Executive  Officer")  executed
waivers and consents  voluntarily  waiving any claim against the Treasury or the
Company for any  changes to such  Senior  Executive  Officer's  compensation  or
benefits  that are required to comply with Section 111 of EESA,  as amended,  as
implemented by any rules,  regulations,  guidance or other  requirements  issued
thereunder,  acknowledging  that  such  rules,  regulations,  guidance  or other
requirements may require modification of the compensation,  bonus, incentive and
other  benefit  plans,  arrangements  and  policies  and  agreements  (including
so-called  "golden  parachute"  agreements)  as they  relate to the  period  the
Treasury holds any equity or debt securities of the Company acquired through the
CPP and  consenting to the  foregoing  amendments.  Further,  each of the Senior
Executive  Officers  has entered a First  Amendment  to their  Change in Control
Agreement  providing that no payment will be made or benefit  provided under the
Change in  Control  Agreement  if it would  violate  EESA,  as  amended,  or any
regulation thereunder.

         Retirement Plans - The Company has  post-employment  compensation plans
         ----------------
in  place  that  include  Company-only  funded  benefits  as  well  as  employee
contribution  benefits. The combination of plans allows the Company to offer its
employees, including the Named Executive Officers,  post-employment compensation
as   incentive   to  remain  with  the   Company.   The   Company   maintains  a
non-contributory  tax qualified  Defined  Benefit  Pension Plan, a  Supplemental
Retirement  Agreement  for the  Company's  Chief  Executive  Officer,  a  401(k)
Retirement Plan and a Change in Control Plan.

         Defined  Benefit  Pension Plan - The Bank maintains a  non-contributory
         ------------------------------
defined  benefit  pension plan for officers and other salaried  employees of the
Bank who become  participants after attaining age 21 and completing one (1) year
of  service,  and were hired  prior to October 1, 2006.  The plan was adopted in
January 1953. The Named Executive Officers are participants in this plan.

         Pension  benefits  are based upon the annual  average of an  employee's
total  compensation for the five (5) consecutive plan years of employment during
which the  employee's  compensation  was the greatest and during which he or she
was a  participant.  The  amount of the annual  benefit is 2% of average  salary
offset  by .65% of the  social  security  wage  base per year of  service  (to a
maximum of 25 years)  plus  one-half  of 1% of  average  salary for each year of
service over 25 years (to a maximum of ten years).  This benefit  formula may be
modified to conform to the pension laws.  Internal  Revenue Code Section  401(a)
(17) limits  earnings used to calculate  qualified plan benefits to $230,000 for
2008.

                                       15


         In  September  of 2006,  a  "soft-freeze"  was approved by the Board of
Directors  eliminating new  participation in the Plan. All employees hired on or
after October 1, 2006 are excluded  from  participation  in the Defined  Benefit
Pension Plan.  Eligible  employees  hired prior to October 1, 2006 will continue
receiving the benefit as outlined in the Plan.

         Supplemental Retirement Agreement - John F. Perotti,  Chairman and CEO,
         ---------------------------------
has a supplemental  retirement  arrangement  that has been in effect since 1994.
Following  his  disability  or  retirement,  Mr.  Perotti will  receive  monthly
payments of $1,250  (adjusted  annually to reflect the lesser of a five  percent
(5%)  increase or "The  Monthly  Consumer  Price Index for All Urban  Consumers,
United  States  City  Average,  All  Items"  published  by the  Bureau  of Labor
Statistics)  for a  period  of  ten  (10)  years.  The  supplemental  retirement
agreement includes  provisions that would prevent Mr. Perotti from working for a
competitor in the proximity of the Bank.

         401(k)  Plan - The  Bank  offers a 401(k)  profit  sharing  plan to all
         ------------
eligible employees.  The Named Executive Officers  participate in this plan. The
plan was adopted in 2000.  Each plan year,  the Bank will announce the amount of
the matching contributions, if any. Any match will be approved and authorized by
the Board of Directors  only after an audit of year-end  financials is complete.
The amount of the matching  contributions  is directly related to the employees'
401(k)  salary  deferral  contribution.  For the plan year that began January 1,
2008, all eligible  employees  received a matching  contribution  equal to fifty
percent (50%) of the first four percent (4%) of the employees'  salary deferral.
All  contributions  to the plan  must pass  various  discrimination  tests.  The
amounts of contributions  approved by the Compensation Committee and paid to the
Named  Executive  Officers  in 2008 are  shown in the "All  Other  Compensation"
column of the Summary Compensation Table.

                         BOARD OF DIRECTORS COMPENSATION

     The  following  table  summarizes  the  compensation  paid to the Company's
Directors during 2008.  Directors Perotti and Cantele,  who are employees of the
Company,  receive  no  additional  compensation  for  serving  as  Directors  or
committee members of the Company or the Bank.

                                       16




                                                     2008 Director Compensation Table

                                                                                    Nonqualified
                                                                       Non-Equity     Deferred
                              Fees Earned or    Stock      Option   Incentive Plan  Compensation      All Other
      Name                     Paid in Cash     Awards     Awards    Compensation     Earnings       Compensation   Total
                              ($)(1)(2)(3)(4)   ($)(5)      ($)          ($)             ($)             ($)          ($)
                                                                                               
Louise E. Allyn, II               $28,450       $3,960      $0           $0              $0              $0         $32,410
John R. H. Blum                   20,300         3,960       0            0               0               0          24,260
Louise F. Brown                   22,400         3,960       0            0               0               0          26,360

Richard J. Cantele, Jr.                0             0       0            0               0               0               0
Robert S. Drucker                 23,800         3,960       0            0               0               0          27,760
Nancy F. Humphreys                25,650         3,960       0            0               0               0          29,610
Holly J. Nelson                   21,000         3,960       0            0               0               0          24,960

John F. Perotti                        0             0       0            0               0               0               0
Michael A. Varet                  36,250         3,960       0            0               0               0          40,210


---------------
(1)  Directors' fees are paid in cash.
(2)  Includes  $17,000  paid to Director  Varet for his  services  as  Presiding
     Director.
(3)  Includes  $5,000 paid to Director  Allyn for his services as Chairperson of
     the Human Resources and Compensation Committee.
(4)  Includes $5,000 paid to Director  Humphreys for her services as Chairperson
     of the Audit  Committee.
(5)  Represents 120 shares of the Company's  common stock issued on May 14, 2008
     pursuant to the Directors' Stock Retainer Plan valued at $33.00 per share.

Directors' Fees
---------------

         During 2008, each non-employee  Director received an annual retainer of
$6,000.  In addition,  non-employee  Directors  received  $500 for each Board of
Directors  meeting attended and $350 for each committee  meeting  attended.  The
Presiding  Directors received an annual retainer of $17,000,  the Chairperson of
the Audit  Committee  received an annual  retainer $5,000 and the Chairperson of
the Human Resources and  Compensation  Committee  received an annual retainer of
$5,000.

Directors' Stock Retainer Plan
------------------------------

         The  shareholders  of the Company voted to approve the Directors  Stock
Retainer Plan of Salisbury Bancorp, Inc. (the "Plan") at the 2001 Annual Meeting
of Shareholders.  The Plan provides  non-employee  Directors of the Company with
shares of Common  Stock as a component  of their  compensation  for  services as
non-employee Directors. The maximum number of shares of Common Stock that may be
issued  pursuant to the Plan is 15,000.  Each year the Company grants 120 shares
of Common  Stock  under the Plan to each  non-employee  Director  who served for
twelve  months and a prorated  number of shares to reflect  the number of months
served for any new  non-employee  Director.  On May 14,  2008,  840 shares  were
issued pursuant to the Plan. The next grant date under the Plan will immediately
precede  the Annual  Meeting on May 27,  2009,  and will be in the amount of 120
shares per Director.  All such issuances shall be exempt from registration under
the Securities Act of 1933, as amended,  pursuant to Section 4(2) thereunder, as
they are transactions by the Company not involving a public offering.

                                       17


Certain Relationships and Related Transactions
----------------------------------------------

         The  Company  and the Bank have had,  and expect to have in the future,
transactions in the ordinary course of business with certain Directors, officers
and their  associates  on  substantially  the same terms as those  available for
comparable transactions with others.

Indebtedness of Management and Others
-------------------------------------

         Some of the  Directors  and  Executive  Officers of the Company and the
Bank, as well as firms and companies with which they are associated, are or have
been customers of the Bank, and as such, have had banking  transactions with the
Bank. As a matter of policy, loans to Directors and Executive Officers were, and
in the future will be, made in the ordinary course of business on  substantially
the same terms,  including  interest rates,  collateral and repayment  terms, as
those prevailing at the time for comparable  transactions with other persons not
related to the  Company  and the Bank and did not,  and in the future  will not,
involve more than the normal risk of collectibility or present other unfavorable
features.

         Since  January 1, 2007,  the highest  aggregate  outstanding  principal
amount of all loans  extended by the Bank to its Directors,  Executive  Officers
and all  associates  of such  persons  as a group  was  $1,581,398  representing
approximately 3.83% of the equity capital accounts of the Bank as of such time.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the Exchange Act  requires  the  Company's  Executive
Officers, Directors and other persons who own more than ten percent (10%) of the
Company's  Common Stock to file with the SEC reports of ownership and changes in
ownership of the  Company's  Common Stock and to furnish the Company with copies
of all such reports that they file.

         Based solely on a review of copies of reports  filed with the SEC since
January  1,  2007 and of  written  representations  by  Executive  Officers  and
Directors,  all persons  subject to the reporting  requirements of Section 16(a)
are believed by management to have filed the required reports on a timely basis.

                                   PROPOSAL 2

                         RATIFICATION OF THE APPOINTMENT
                             OF INDEPENDENT AUDITORS

         Shareholders  are asked to  consider  and  ratify  the  appointment  of
Shatswell,  MacLeod & Company,  P.C.  ("Shatswell")  as independent  auditors to
audit the consolidated  financial  statements of the Company for the fiscal year
ending  December 31, 2009.  If  shareholders  do not ratify the  appointment  of
Shatswell,  the  Audit  Committee  will  consider  the vote of  shareholders  in
selecting  the  independent  auditors  in the  future.  Shatswell  served as the
independent  auditors  for the Company for the fiscal  year ended  December  31,
2008. A  representative  of Shatswell is expected to attend the Annual  Meeting,
and he or she will be provided an  opportunity  to make a statement if he or she
desires to do so and will be available to respond to appropriate questions.

                                       18


1.       Audit Fees
         ----------

         The aggregate fees billed for  professional  services  rendered for the
audit of the Company's  annual  financial  statements as presented on Forms 10-K
for the last two (2) fiscal  years and the reviews of the  financial  statements
included in the Company's  Forms 10-Q for the quarters of the fiscal years ended
December  31,  2008  and  December   31,  2007  were   $116,490  and   $113,400,
respectively.

2.       Audit-Related Fees
         ------------------

         The aggregate fees billed for services rendered in each of the last two
(2) years for assurance and related  services by Shatswell  that are  reasonably
related to regulatory audit requirements of the Trust Department were $6,000 for
the fiscal years ended December 31, 2008 and December 31, 2007.

3.       Tax Fees
         --------

The  aggregate  fees  billed in each of the last two (2) years for  professional
services  rendered by Shatswell for tax  preparation  for the fiscal years ended
December 31, 2008 and December 31, 2007 were $12,046 and $10,546, respectively.

4.       All Other Fees
         --------------

         There were no aggregate fees billed for services rendered by Shatswell,
other than the services  covered above,  for the fiscal years ended December 31,
2008 and December 31, 2007.

Independence
------------

         The  Audit  Committee  of the Board of  Directors  of the  Company  has
considered and determined  that the provision of services  rendered by Shatswell
relating  to  matters 2  through  4 above is  compatible  with  maintaining  the
independence of such auditors.

Audit  Committee  Pre-Approval of Audit and  Permissible  Non-Audit  Services of
--------------------------------------------------------------------------------
Independent Auditors
--------------------

         The Audit Committee's  policy is to pre-approve all audit and non-audit
services provided by the independent auditors, other than those listed under the
de minimus exception.  These services may include audit services,  audit-related
services,  tax services  and other  services.  Pre-approval  is detailed as to a
particular  service or  category  of  services,  and is  generally  subject to a
specific budget. The Audit Committee has delegated pre-approval authority to its
Chairman when  expeditious  delivery of services is necessary.  The  independent
auditors  and  management  are  required  to report to the full Audit  Committee
regarding the extent of services provided by independent  auditors in accordance
with this pre-approval and the fees for the services performed to date. In 2008,
there were no fees paid to Shatswell  that were approved by the Audit  Committee
pursuant  to ss.17  C.F.R.  210.2-01(c)(7)(i)(C)  with  respect  to  waivers  of
preapproval requirements.

                                       19


         THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE "FOR" THE  RATIFICATION  OF
PROPOSAL 2. PROXIES  SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
SHAREHOLDERS SPECIFY A CONTRARY CHOICE ON THE PROXY CARD. THE PROPOSAL TO RATIFY
THE  APPOINTMENT OF SHATSWELL,  MACLEOD & COMPANY,  P.C. WILL BE APPROVED IF THE
AFFIRMATIVE VOTES CAST EXCEED THE VOTES CAST OPPOSING THE PROPOSAL.

                                   PROPOSAL 3
        NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE
                                    OFFICERS

         As a  result  of our  participation  in the  Capital  Purchase  Program
portion of the federal government's  Troubled Asset Relief Program ("TARP CPP"),
we are subject to the provision of the Emergency  Economic  Stabilization Act of
2008, which was recently  amended by the American  Recovery and Reinvestment Act
of 2009 to provide additional executive compensation requirements.  As a result,
we are required to submit to our shareholders a non-binding  proposal to approve
the  compensation  of named  executive  officers,  as disclosed  pursuant to the
compensation disclosure rules of the SEC in this Proxy Statement,  including the
executive  compensation  tables and any  related  disclosure.  Shareholders  are
encouraged to carefully review the executive compensation sections of this Proxy
Statement outlining the Company's executive compensation program.

         Accordingly,  the Board of  Directors  hereby  submits for  shareholder
consideration,  the proposal set forth below,  commonly  known as a  "say-on-pay
proposal":

"Resolved,  that the  shareholders  hereby  approve  the  compensation  of named
executive  officers  as  reflected  in this  Proxy  Statement  and as  disclosed
pursuant to the applicable  compensation  disclosure rules of the Securities and
Exchange  Commission,  which disclosure includes the compensation tables and all
related material".

         The  Board  of  Directors  believes  that  the  Company's  compensation
policies and  procedures are centered on a  pay-for-performance  culture and are
strongly aligned with the long-term interests of shareholders, and, accordingly,
recommends a vote in favor of this proposal.

         In  the  event  this  non-binding  proposal  is  not  approved  by  our
shareholders,  such a vote shall not be  constructed as overruling a decision by
the Board of Directors or the Human  Resources and  Compensation  Committee,  or
create or imply any  additional  fiduciary duty by the Board of Directors or the
Human  Resources  and  Compensation  Committee,  and  such a vote  shall  not be
construed to restrict or limit the ability of our shareholders to make proposals
for   inclusion  in  proxy   materials   related  to   executive   compensation.
Notwithstanding the foregoing, the Board of Directors and Compensation Committee
will  consider  the  non-binding  vote of  shareholders  on this  proposal  when
reviewing compensation policies and practices in the future.

THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE "FOR" THE  APPROVAL  OF  PROPOSAL 3.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS
SPECIFY A CONTRARY CHOICE ON THE PROXY CARD.

                                       20


                                 OTHER BUSINESS

         The Company is not aware of any business to be acted upon at the Annual
Meeting other than that which is discussed in this Proxy Statement. In the event
that  any  other  business  requiring  a vote of the  Shareholders  is  properly
presented  at the  meeting,  the holders of the Proxies will vote your shares in
accordance with their best judgment and the recommendations of a majority of the
Board of Directors.

         You are  encouraged  to  exercise  your  right to vote by  marking  the
appropriate boxes and dating and signing the enclosed Proxy card. The Proxy card
may be  returned  in the  enclosed  envelope,  postage-prepaid  if mailed in the
United  States.  In the event  that you are  later  able to  attend  the  Annual
Meeting,  you may  revoke  your Proxy and vote your  shares in person.  A prompt
response will be helpful and your cooperation is appreciated.

         A copy of the Annual Report to Shareholders for the year ended December
31, 2008,  which includes the consolidated  financial  statements of the Company
for the year ended December 31, 2008, is being mailed with this Proxy  Statement
to all shareholders entitled to vote at the Annual Meeting.

                DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS

         Any proposal that a Company  shareholder wishes to have included in the
Company's  Proxy  Statement  and form of Proxy  relating to the  Company's  2010
Annual Meeting of  Shareholders  under Rule 14a-8 of the SEC must be received by
the Company's Secretary at 5 Bissell Street,  Lakeville, CT 06039 by December 7,
2009.  Nothing  in this  paragraph  shall be deemed to  require  the  Company to
include  in its  Proxy  Statement  and  form  of  Proxy  for  such  meeting  any
shareholder  proposal which does not meet the  requirements of the SEC in effect
at the time. In addition,  under the Company's Bylaws,  shareholders who wish to
nominate a director or bring other business before an annual meeting must comply
with the following:

      o  You must be a  shareholder  of  record  and must have  given  notice in
         writing to the  Secretary  of the Company (a) not less than twenty (20)
         days nor more than one hundred  thirty  (130) days prior to the meeting
         with respect to matters other than the  nomination of directors and (b)
         not less than  thirty  (30) days nor more than fifty (50) days prior to
         the meeting with respect to the nomination of directors.

      o  Your notice must contain specific information required in the Company's
         Bylaws.

                                       21


                             SHAREHOLDER INFORMATION

         The Company's  Annual  Report on Form 10-K for the year ended  December
31,  2008 is  filed  with  the SEC and may be  obtained  without  charge  by any
shareholder upon written request to:

          John F. Foley, Chief Financial Officer, Treasurer & Secretary
                             Salisbury Bancorp, Inc.
                                 P. O. Box 1868
                        Lakeville, Connecticut 06039-1868

         The  Company's  Annual  Report for the year  ended  December  31,  2008
accompanies this document and is not incorporated by reference.

                                            By Order of the Board of Directors


                                            -----------------------------
                                            John F. Foley
                                            Secretary

Lakeville, Connecticut
April 20, 2009


                                       22



[X] PLEASE MARK VOTES            REVOCABLE PROXY
    AS IN THIS EXAMPLE       SALISBURY BANCORP, INC.

                      THIS PROXY IS SOLICITED ON BEHALF OF
                THE BOARD OF DIRECTORS OF SALISBURY BANCORP, INC.

      The undersigned  holder(s) of the Common Stock of Salisbury Bancorp,  Inc.
(the  "Company") do hereby  nominate,  constitute and appoint Louis F. Allyn, II
and  Nancy F. Humphreys  jointly  and  severally, proxies  with  full  power  of
substitution,  for us and in our name,  place  and stead to vote all the  Common
Stock of the Company, standing in our name on its books on March 27, 2009 at the
Annual  Meeting  of its  Shareholders  to be  held  at the  Interlaken  Inn,  74
Interlaken Road, Lakeville, Connecticut 06039 on Wednesday, May 27, 2009 at 4:00
p.m. or at any  adjournment  thereof  with all the power the  undersigned  would
possess if personally present, as follows:

                                                                  With-  For All
                                                           For    hold   Except*
(1)   ELECT THE FOLLOWING PERSONS (John R.H. Blum,         [_]    [_]      [_]
      Holly J. Nelson and John F. Perotti, for three (3) year terms) TO SERVE AS
      DIRECTORS OF THE COMPANY WHO ALONG WITH SIX  DIRECTORS  WHOSE TERMS DO NOT
      EXPIRE AT THIS MEETING SHALL CONSTITUTE THE FULL BOARD OF DIRECTORS OF THE
      COMPANY.

*INSTRUCTION:  To withhold  authority to vote for any individual  nominee,  mark
"For All Except"and write that nominee's name in the space provided below.

--------------------------------------------------------------------------------

                                                           For  Against  Abstain
(2)   RATIFICATION  OF  THE  APPOINTMENT OF  INDEPENDENT   [_]    [_]      [_]
      AUDITORS:  Proposal to ratify the  appointment  of
      the   independent   public   accounting   firm  of
      Shatswell,   MacLeod  &  Company,   P.C.   as  the
      independent auditors of the Company for the fiscal
      year ending December 31, 2009.
                                                           For  Against  Abstain
(3)   NON-BINDING  ADVISORY  VOTE ON  THE COMPENSATION OF  [_]    [_]      [_]
      NAMED EXECUTIVE OFFICERS

(4)   OTHER BUSINESS: To conduct whatever other business may properly be brought
      before the meeting or any adjournment thereof. Management at present knows
      of no other business to be presented by or on behalf of the Company or its
      Management at the meeting.  In the event that any other business requiring
      a vote of the  Shareholders  is properly  presented  at the  meeting,  the
      holders of the proxies will vote your shares in accordance with their best
      judgment and the recommendations of a majority of the Board of Directors.

PLEASE CHECK BOX IF YOU PLAN TO                                            [_]
ATTEND THE MEETING.

                                                        ------------------------
         Please be sure to sign and date                | Date                 |
           this Proxy in the box below.                 |                      |
--------------------------------------------------------------------------------
|                                                                              |
|                                                                              |
-----------Shareholder sign above----------Co-holder (if any) sign above--------

--------------------------------------------------------------------------------
  Detach above card, date, sign and mail in postage-prepaid envelope provided.

                             SALISBURY BANCORP, INC.
--------------------------------------------------------------------------------
      THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS (1), (2) AND (3).

   THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATION  INDICATED.  IF
NO SPECIFICATION IS INDICATED, THIS PROXY WILL BE VOTED "FOR" PROPOSALS (1), (2)
AND (3) AND IN ACCORDANCE WITH THE  DETERMINATION  OF A MAJORITY OF THE BOARD OF
DIRECTORS AS TO OTHER MATTERS.

      All  joint  owners  must  sign.   When  signing  as  attorney,   executor,
      ---
administrator,  trustee or  guardian,  please give full title.  If more than one
trustee, all must sign.

      THIS PROXY MAY BE REVOKED  AT ANY TIME PRIOR TO THE  MEETING BY  PROVIDING
WRITTEN NOTICE TO THE COMPANY  SECRETARY OR MAY BE WITHDRAWN AND YOU MAY VOTE IN
PERSON SHOULD YOU ATTEND THE ANNUAL MEETING.

                               PLEASE ACT PROMPTLY
                     SIGN, DATE & MAIL YOUR PROXY CARD TODAY
--------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED,  PLEASE  CORRECT THE ADDRESS IN THE SPACE  PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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