Exhibit 10.2

                                 FIRST AMENDMENT
                                       TO
            THE SALISBURY BANK AND TRUST COMPANY GROUP TERM CARVE-OUT
                      PLAN WITH RESPECT TO JOHN F. PEROTTI


         This First Amendment (the  "Amendment") to the Salisbury Bank and Trust
Company Group Term Carve-out Plan (the  "Agreement")  is made as of June 1, 2009
(the  "Effective  Date") by and  between  Salisbury  Bank and Trust  Company,  a
Connecticut  chartered  bank and trust company with its Main Office at 5 Bissell
Street, P.O. Box 1868, Lakeville,  Connecticut 06039 (the "Company") and John F.
Perotti of Sharon, Connecticut (the "Participant").

         WHEREAS,  the Company and the  Participant  entered the Agreement on or
about June 20, 2003;

         WHEREAS,  the Company and its parent have elected to participate in the
Capital  Purchase  Program of the Troubled Assets Relief Program ("TARP") of the
United States Department of the Treasury (the "Treasury");

         WHEREAS,  the American Recovery and Reinvestment Act of 2009 (the "2009
Act") amended Section 111 of the Emergency  Economic  Stabilization  Act of 2008
(the "2008 Act") to provide that any "TARP recipient [is prohibited from] making
any golden  parachute  payment to [specified]  officer[s] and . . . employees of
the TARP  recipient  during  the  period in which any  obligation  arising  from
financial assistance provided under the TARP remains outstanding";

         WHEREAS,  it is possible that a payment could occur under the Agreement
which  could be a "golden  parachute  payment"  as defined in Section 111 of the
2009 Act;

         WHEREAS,  the Participant may currently be, or in the future may be, an
officer or employee to whom a golden  parachute  payment may be prohibited under
the 2009 Act; and

         WHEREAS,  the Board of  Directors  of the Company  and the  Participant
agree that is in the best  interests  of the  Company  for the  Company to fully
comply with Section 111 of the 2009 Act.

         NOW THEREFORE,  to further the above-recited  corporate  objectives and
for other good and  valuable  consideration,  the receipt and  adequacy of which
each party  hereby  acknowledges  the Company and the  Participant  agree to add
Section 9.9 and Section 9.10 to the Agreement as follows:

         9.9. Notwithstanding any provision in the Agreement to the contrary, no
payment shall be made or any benefit  provided  pursuant to the Agreement which,
if made or provided,  as the case may be, would violate applicable provisions of
Section  409A of the  Internal  Revenue  Code,  the  2008  Act,  the 2009 Act or
compensation  standards or  regulations  promulgated  by the  Treasury  pursuant
thereto.



         9.10.  Pursuant to Section  2.3 of the  Agreement,  the Company  hereby
approves the period commencing June 8, 2009, and continuing until  Participant's
Normal  Retirement  Date as "a leave of absence  approved by the Company"  which
shall not constitute Termination of Participant in the Group Term Carve-out Plan
so long as Participant serves as a Consultant of the Company during such period.

         Agreed by and  between  John F.  Perotti and  Salisbury  Bank and Trust
Company.



                                               ---------------------------------
                                               John F. Perotti, Participant


                                               SALISBURY BANK AND TRUST COMPANY


                                               ---------------------------------
                                               By:   Richard J. Cantele, Jr.
                                               Its:  President