Exhibit
        4.1.1

      


      


      CERTIFICATE
        OF INCORPORATION 

       

      OF

       

      SMITHTOWN
        BANCORP, INC.

       

      Under
        Section 402 of the Business Corporation Law 

       

      of
        the
        State of New York

       

      [Filed
        with the State of New York Department of State on May 7, 1984]

       

      The
        undersigned incorporator, being a natural person over the age of eighteen
        years,
        for the purpose of forming a corporation pursuant to Section 402 of the Business
        Corporation Law, does hereby make, sign and acknowledge this certificate
        stating
        as follows:

       

      FIRST: 
         Name. 
        The name of the corporation is SMITHTOWN BANCORP,
        INC.   

       

      SECOND: 
         Purposes. 
        The purposes for which it is formed are:

       

      1. To
        acquire, hold, control and own with full power to vote, deal in and with,
        and
        dispose of the stock of Bank of Smithtown.

       

      2. To
        engage
        in any activities for which corporations may be organized under the Business
        Corporation Law of the State of New York, subject to any restrictions which
        may
        be imposed from time to time by the laws of the United States or the State
        of
        New York with regard to the activities of a bank holding company.

       

      3. To
        do
        everything necessary, proper, advisable or convenient for the accomplishment
        of
        the purposes hereinabove set forth, and to do all other things incidental
        thereto or connected therewith, except that the corporation is not formed
        to
        engage in any act or activity requiring the consent or approval of any state
        official, department, board, agency or other body without such consent or
        approval first being obtained.

       

      THIRD: 
         Office. 
        The office of the corporation shall be located in the Town of Smithtown,
        County
        of Suffolk, State of New York.

       

      FOURTH: 
         Number
        of Shares. 
        The aggregate number of shares which the corporation shall have authority
        to
        issue shall be Five Hundred Thousand (500,000), all of which shall be Common
        Shares with a par value of Five Dollars ($5.00) each.

       

      FIFTH: 
         Preemptive
        Rights. 
        The shareholders shall have preemptive rights as granted by Section 622 of
        the
        Business Corporation Law as in effect on May 1, 1984, except that those
        preemptive rights shall apply immediately to all authorized shares including
        those authorized by this original certificate of incorporation, notwithstanding
        the provisions of Section 622(e)(5) of the Business Corporation
        Law.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      SIXTH: 
         Designation
        of Secretary of State and Mailing Address. 
        The Secretary of State of the State of New York is designated as the agent
        of
        the corporation upon whom process in any action or proceeding against the
        corporation may be served.  The address to which the Secretary of State
        shall mail a copy of process in any action or proceeding against the corporation
        which may be served upon him is:

       

      Smithtown
        Bancorp, Inc.

      One
        East
        Main Street

      Smithtown,
        New York  11787

       

      SEVENTH: 
         Board
        of Directors:  Number, Classification and Removal. 
        The Board of Directors shall consist of nine (9) members and shall be divided
        into three (3) classes of three (3) members each, which classes are hereby
        designated as Class A, Class B and Class C.  At the election of the first
        Board of Directors, the class of each of the members then elected shall be
        designated.  The term of office of each member then designated as a Class A
        director shall expire at the annual meeting of shareholders next ensuing;
        that
        of each member then designated as a Class B director shall expire at the
        annual
        meeting of shareholders one (1) year thereafter; and that of each member
        then
        designated as a Class C director at the annual meeting of shareholders two
        (2)
        years thereafter.  At each annual meeting of shareholders held after the
        election and classification of the first Board of Directors, directors to
        succeed those whose terms expire at such annual meeting shall be elected
        to hold
        office for a term expiring at the third succeeding annual meeting of
        shareholders.  Any director or the entire Board of Directors of the
        corporation may be removed at any time by a majority vote of the other members
        of the Board or by a majority vote of the shares of stock issued and
        outstanding, but, in either case, only for cause.  Any amendment, change or
        repeal of this Article SEVENTH shall require approval of the holders of eighty
        percent (80%) of the outstanding shares of the corporation.

       

      EIGHTH:
        Business
        Combinations.
        Except
        as otherwise expressly provided in this Article EIGHTH:

       

      (a) Any
        merger or consolidation of the corporation or any sale, lease, exchange or
        other
        disposition of all or substantially all of the assets of the corporation
        to or
        with any other corporation, person or other entity, shall require the
        affirmative vote of the holders of at least eighty percent (80%) of the issued
        and outstanding shares of stock of the corporation if, as of the record date
        for
        the determination of the shareholders entitled to notice thereof and to vote
        thereon, such other corporation, person or entity is the beneficial owner,
        directly or indirectly, of five percent (5%) or more of the issued and
        outstanding shares of stock of the corporation;

       

      (b) The
        provisions of Paragraph (a) above shall not apply to any transaction described
        therein if:

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (i) the
        Board
        of Directors of the corporation shall by resolution have approved a memorandum
        of understanding with such other corporation, person or other entity with
        respect to such transaction prior to the time such other corporation, person
        or
        other entity became the beneficial owner, directly or indirectly, of five
        percent (5%) or more of the issued and outstanding shares of stock of the
        corporation; or 

       

      (ii) the
        transaction shall have been approved by a resolution unanimously adopted
        by the
        entire Board of Directors of the corporation at any time prior to the record
        date for the determination of the shareholders entitled to notice thereof
        and to
        vote thereon.

       

      For
        the
        purposes of this Article EIGHTH, a corporation, person or other entity shall
        be
        deemed to be the beneficial owner of any shares of capital stock of the
        corporation (i) which it has the right to acquire pursuant to any agreement,
        or
        upon exercise of conversion rights, warrants or options, or otherwise, or
        (ii)
        which are beneficially owned, directly or indirectly (including shares deemed
        owned through application of clause (i) above, by any other corporation,
        person,
        or other entity: (a) with which it or its “affiliate” or “associate” (as
        referenced below) has any agreement, arrangement or understanding for the
        purpose of acquiring, holding, voting or disposing of stock of the corporation
        or (b) which is its “affiliate” or “associate” as those terms were defined in
        Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
        Act of 1934 as in effect on April 1, 1984. For the purposes of this Article
        EIGHTH, the issued and outstanding shares of stock of the corporation shall
        include shares deemed owned through the application of clauses (i) and (ii)
        above but shall not include any other shares which may be issuable pursuant
        to
        any agreement, or upon exercise of conversion rights, warrants or options,
        or
        otherwise.

       

      This
        Article EIGHTH may not be amended, changed or repealed except by the affirmative
        vote of the holders of at least eighty percent (80%) of the issued and
        outstanding shares of stock of the corporation.

       

      IN
        WITNESS WHEREOF, the undersigned incorporator subscribes this Certificate
        and
        affirms it as true under penalties of perjury, this 4th
        day of
        May, 1984.

       

    

    
      
        
          	
                  Name

                	 	 	 	 	
                   

                	
                  Address

                
	 	 	 	 	 	 	 
	
                  /s/
                    BRADLEY 
                    E. ROCK

                	 	 	 	 	 	
                  51
                    East Main Street

                
	
                   

                	 	 	 	 	 	
                  Smithtown,
                    New York 11787

                
	 	 	 	 	 	 	 
	
                  STATE
                    OF NEW YORK 

                	 	
                  )

                	 	 	 	 
	 	 	
                  )

                	 	
                  ss.:

                	
                   

                	 
	
                  COUNTY
                    OF SUFFOLK 

                	 	
                  )

                	 	 	 	 


        

      

      

        On
          this
          4th
          day of
          May, 1984, before me personally came Bradley E. Rock, to me known and known
          to
          me to be the individual described in and who executed the foregoing Certificate
          of Incorporation, and he duly acknowledged to me that he executed the
          same.

         
 

      

      
        	 	
                /s/
                  MELISSA
                  J. WAYNE

                Notary
                  Public, State of New York

              


      

       
         

      
        
          
          

        

        
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