BY-LAWS





SMITHTOWN
      BANCORP





ADOPTED
      MAY 8, 1984





AMENDED
      THRU OCTOBER 29, 2008


ARTICLE
        1
 STOCKHOLDERS'
        MEETINGS
 
 Section
        1.   All
        Meetings. All
        meetings of stockholders shall be held either at the principal office of
        the
        corporation, or at such other place or places, within or without the State
        of
        New York, as may, from time to time, be designated by the Board of
        Directors.
  Section
        2.   Annual
        Meeting. The
        annual meeting of the stockholders of the corporation shall be held within
        the
        first five months of each calendar year, the exact date and time thereof
        to be
        fixed by resolution of the Board of Directors at least 30 days prior to the
        date
        fixed for the meeting. The order of business at the annual meeting of
        stockholders shall be as follows:
 (a)  Call
        to
        order;
 (b)  Roll
        call
        to determine quorum;
 (c)  Proof
        of
        proper notice of the meeting;
 (d)  Reading
        and correction and approval of minutes of the preceding meeting;
 (e)  Officers'
        reports;
 (f)  Committee
        reports;
 (g)  Unfinished
        business;
 (h)  Election
        of new directors;
 (i)  New
        or
        other business.
  Section
        3.   Special
        Meetings. Except
        as otherwise provided by law, special meetings of the stockholders of the
        corporation may be called for any purpose by the Chief Executive Officer,
        the
        President, a majority of the Board of Directors, or whenever one or more
        stockholders who are entitled to vote and who hold at least 30% of the issued
        and outstanding capital stock of the corporation shall make written application
        therefore to the Chief Executive Officer, or the President, stating the purpose
        of the meeting to be called.
  
 Section
        4.   Notice
        of Stockholders' Meetings. Notice
        of all stockholders' meetings stating the time and the place and the purposes
        for which such meetings are called, shall be given by the Chairman of the
        Board
        and Chief Executive Officer, or President, or in his absence, by any other
        officer, by mail or electronic transmission, not less than 10, nor more than
        60
        days prior to the date of the meeting, to each stockholder of record at his
        address as it appears on the stock books of the corporation, unless he shall
        have filed with the corporation a request that notices intended for him be
        sent
        to some other address, in which case it shall be mailed or electronically
        transmitted to the address designated in such request.
  Section
        5.   Quorum
        of Stockholders. Except
        as hereinafter provided and as otherwise provided by law, at any meeting
        of the
        stockholders, the presence at the commencement of such meeting in person
        or by
        proxy of stockholders holding of record a majority of the stock issued and
        outstanding shall constitute a quorum. Any meeting may be adjourned by a
        majority vote of the issued and outstanding shares of stock present at the
        meeting notwithstanding the absence of a quorum. The meeting may be held
        as
        adjourned without further notice. At any such adjourned meeting at which
        a
        quorum is present, any business may be transacted which might have been
        transacted at the meeting as originally called if a quorum has been present,
        provided, however, that directors shall not be elected at such adjourned
        meeting.
  Section
        6.  Proxies
        and Voting.  Stockholders
        of record may vote at any meeting either in person or by proxy. A stockholder
        may authorize his vote by proxy in writing, by telephone transmission or
        by
        other means of electronic transmission, which shall be recorded with the
        Secretary of the meeting before being voted. Such proxies shall entitle the
        holders thereof to vote at any adjournment thereof. No director or officer
        of
        the corporation shall be eligible to act as proxy at any meeting. No proxy
        shall
        be valid after the expiration date of eleven months from the date of its
        execution unless the
        stockholder executing it shall have specified therein the length of time
        it is
        to continue in force, which shall be for some limited period. Each stockholder
        shall be entitled to one vote for each share of stock held by him. Except
        as
        otherwise provided by law or the Certificate of Incorporation, all questions
        properly brought before a stockholders’ meeting shall be determined by a
        majority vote of the shares of stock issued and outstanding.
  2
 Section
        7.   Inspectors
        of Election. Every
        election of directors by the stockholders shall be conducted by two or more
        inspectors of election, none of whom shall be a director or officer of the
        corporation or a candidate for director. The Board of Directors may also
        choose
        to employ two or more inspectors to tabulate proxies and ballots at any other
        stockholders' meeting. The inspectors of election shall be appointed by the
        Board of Directors prior to the meeting at which they shall serve. If any
        inspector so appointed shall for any reason refuse or fail to serve, a successor
        shall be appointed by the presiding officer of the meeting. Before entering
        upon
        the discharge of their duties, the persons appointed to act as inspectors
        shall
        be sworn faithfully to execute the duties of inspectors at such meeting with
        strict impartiality, and according to the best of their ability, and the
        oath so
        taken shall be subscribed by them, and filed with the minutes of the meeting.
        At
        the meeting, the inspectors shall tabulate the proxies and ballots and, after
        the meeting, shall file with the Secretary of the meeting a certificate setting
        forth the results. Each inspector shall be entitled to reasonable compensation
        for his services to be fixed by the Board and to be paid by the corporation
        or
        by Bank of Smithtown.
 
 3
 ARTICLE
        2
 DIRECTORS
  Section
        1.   Board
        of Directors: Number, Classification and Removal.
 The
        number of classification and removal of directors shall be governed by Article
        SEVENTH of the Certificate of Incorporation. The Board of Directors shall
        consist of nine members and shall be divided into three classes of three
        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 year thereafter;
        and that of each member then designated as a Class C director at the annual
        meeting of shareholders two 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 meetings
        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.
  4
 Vacancies
        on the Board, whether caused by resignation, death or removal, shall be filled
        by majority vote of the Board. A person elected to fill such a vacancy shall
        serve for the balance of the unexpired term of his predecessor.
  Section
        2.   Required
        Tender of Resignation .
        In an
        uncontested election of directors (i.e., an election where the only nominees
        are
        those recommended by the Board of Directors), any nominee for director who
        receives a greater number of votes “withheld” from his or her election than
        votes “for” his or her election will promptly tender his or her resignation to
        the Chairman of the Board following certification of the shareholder
        vote.
  The
        Governance and Nominating Committee will promptly consider the resignation
        submitted by a director receiving a greater number of votes “withheld” from his
        or her election than votes “for” his or her election, and the Governance and
        Nominating Committee will recommend to the Board whether to accept the tendered
        resignation or reject it. In considering whether to accept or reject the
        tendered resignation, the Governance and Nominating Committee will consider
        all
        factors deemed relevant by the members of the Committee including, without
        limitation, the stated reasons why shareholders “withheld” votes for election
        from such director, the length of service and qualifications of the director
        whose resignation has been tendered, the director’s contributions to the
        Company, and any relevant corporate governance guidelines of the
        Company.
  The
        Board
        will act on the Governance and Nominating Committee’s recommendation no later
        than 90 days following the date of the shareholders’ meeting where the election
        occurred. In considering the Committee’s recommendation, the Board will consider
        the factors considered by the Committee and such additional information and
        factors the Board believes to be relevant. Following the Board’s decision on the
        Governance and Nominating Committee’s recommendation, the Company will promptly
        publicly disclose the Board’s decision whether to accept the resignation as
        tendered (providing a full explanation of the process by which the decision
        was
        reached and, if applicable, the reasons for rejecting the tendered resignation)
        in a Form 8-K filed with the Securities and Exchange Commission.
  5
 To
        the
        extent that one or more directors’ resignations are accepted by the Board, the
        Governance and Nominating Committee will recommend to the Board whether to
        fill
        such vacancy or vacancies and, if so, will recommend the nominees.
  Any
        director who tenders his or her resignation pursuant to this provision will
        not
        participate in the Governance and Nominating Committee recommendation or
        Board
        consideration regarding whether or not to accept the tendered resignation.
        If a
        majority of the members of the Governance and Nominating Committee received
        a
        greater number of votes “withheld” from their election than votes “for” their
        election at the same election, then the independent directors who are on
        the
        Board who did not receive a greater number of votes “withheld” from their
        election than votes “for” their election (or who were not standing for election)
        will appoint a special committee amongst themselves solely for the purpose
        of
        considering the tendered resignations and will recommend to the Board whether
        to
        accept or reject them. This special committee may, but need not, consist
        of all
        the independent directors who did not receive a greater number of votes
“withheld” from their election than votes “for” their election or who were not
        standing for election.
  This
        corporate governance guideline will be summarized or included in each proxy
        statement relating to an election of directors of the Company.
  6
 Section
        3.   Qualifications
        of Directors. All
        directors except one must be citizens of the United States, and at least
        one-third of the directors must be citizens and residents of the State of
        New
        York, and at least three-fourths of the directors must be citizens and residents
        of the State of New York or of a contiguous state, at the time of their election
        and during their continuance in office. At the time of taking office, each
        director must own in his own right, free from pledge, lien or charge, at
        least
        ten shares of the stock of the corporation. Every person taking office as
        a
        director, who after so taking office, shall cease to be the owner in his
        own
        right of ten shares of stock as aforesaid, shall cease to be a director of
        the
        corporation and his office shall be vacant, and he shall not be eligible
        for
        reelection as a director for a period of one year from the date of the next
        succeeding annual meeting, unless otherwise reinstated pursuant to the laws
        of
        the State of New York. The office of a director shall become vacant whenever
        he
        shall have failed to attend the regular meetings of the Board of Directors
        for a
        period of six successive months, unless such failure to attend is excused
        by
        resolution of the Board of Directors adopted at its next regular meeting
        after
        the expiration of such a six months period and entered upon its
        minutes.
  Section
        4.   Powers. The
        Board of Directors shall manage the entire business of the corporation. In
        the
        management and control of the property, business and affairs of the corporation,
        the Board of Directors is hereby vested with all the powers possessed by
        the
        corporation itself, so far as this delegation of authority is not inconsistent
        with the laws of the State of New York, with the Certificate of Incorporation
        or
        with these By-Laws. The Board of Directors shall have power to determine:
        what
        constitutes net earnings, profits, and surplus, respectively; what amount
        shall
        be reserved for working capital and for any other purpose; and what amount
        shall
        be declared as dividends; and such determinations by the Board of Directors
        shall be final and conclusive. The Board may adopt such rules and regulations
        for the conduct of meetings, and the management of the affairs of the
        corporation as it may deem proper, not inconsistent with law or the Certificate
        of Incorporation or these By-Laws, and all officers and employees of the
        corporation shall strictly adhere to and be bound by such rules and
        regulations.
  7
 Section
        5.   Meetings. Regular
        meetings of the Board of Directors shall be held at least once in each month
        at
        such places in or outside of the State of New York, and at such times, as
        the
        Board of Directors by vote may determine, and if so determined, no notice
        thereof need be given. Special meetings of the Board of Directors may be
        held at
        any time or place in or outside of the State of New York, whenever called
        by a
        Chairman of the Board, the President, or three or more directors, notice
        thereof
        being given to each director by the officer or a director calling the meeting,
        or at any time without formal notice provided all the directors are present,
        or
        those not present shall at any time, waive or have waived notice thereof.
        Notice
        of special meetings, stating the time and place thereof, shall be given by
        mailing the same to each director at his residence or business address at
        least
        two days before the meeting, or by delivering the same to him personally
        or
        telegraphing each director at his residence or business address not later
        than
        the date before the day on which the meeting is to be held, unless in case
        of
        emergency, the Chairman of the Board and Chief Executive Officer, or the
        President, shall prescribe a shorter notice to be given personally or by
        telegraphing each director at his residence or business address. Such special
        meeting shall be held at such time and place as the notice thereof or waiver
        shall specify.
  Section
        6.   Meetings
        Held with Use of Telephone. Any one
        or more members of the Board of Directors may participate in a meeting of
        the
        Board of Directors by means of a conference telephone or other similar
        communications equipment allowing all persons participating in the meeting
        to
        hear each other at the same time. Participation by such means shall constitute
        presence in person at the meeting.
  8
 Section
        7.   Quorum
        of Directors. The
        presence of a majority of the Board of Directors then in office shall constitute
        a quorum for the transaction of business, but a lesser number (not less than
        two) may adjourn any meeting and the meeting may be held as adjourned without
        further notice. When a quorum is present at any meeting, a majority of the
        members present thereat shall decide any question brought before the meeting,
        except as otherwise provided by these By-Laws.
  Section
        8.   Action
        Without Meeting. The
        Board of Directors may act without meeting if, prior or subsequent to the
        action, each member of the Board shall consent in writing to the action.
        The
        written consent or consents shall be filed in the minute book.
  Section
        9.   Chairman
        of the Board. At the
        meeting hereinafter referred to for the election of officers, or at such
        other
        times as may be appropriate, the Board of Directors, in its discretion, may
        elect a Chairman of the Board of Directors. The Chairman, when present, shall
        preside at all meetings of the Board, and shall have such other powers and
        duties as the Board may prescribe. If the Chairman of the Board is an
“independent director” as defined by the pertinent legal and/or regulatory
        standards applicable at the time, he or she shall serve as Chairman of the
        Governance and Nominating Committee.
  Section
        10.  Lead
        Director .
        At the
        meeting hereinafter referred to for the election of officers, or at such
        other
        times as may be appropriate, if the Board of Directors elects a Chairman
        of the
        Board who is an officer of the Bank, the Board, in its discretion, may elect
        a
        Lead Director. The Lead Director shall be an “independent director” as defined
        by the pertinent legal and/or regulatory standards applicable at the time.
        The
        Lead Director shall serve as Chairman of the Governance and Nominating
        Committee, and shall have such other powers and duties as the Board may
        prescribe.
  9
 Section
        11.  Secretary
        of the Board. At the
        meeting hereinafter referred to for the election of officers, the Board of
        Directors shall appoint from its own number a Secretary of the Board to hold
        office for the ensuing year. The Secretary shall attend all meetings of the
        Board, shall record all votes and the minutes of all proceedings in a book
        to be
        kept for that purpose, and shall sign the minutes of all meetings kept by
        him/her.
  Section
        12.  Compensation. Directors shall not receive any compensation for their services, provided,
        however, that the Board of Directors by resolution may fix a reasonable
        attendance fee to be paid each director for attendance at regular or special
        meetings of the Board, or may fix a monthly fee in lieu of the attendance
        fees,
        or a combination of both. The fees may be paid by the corporation or by Bank
        of
        Smithtown. The foregoing shall not be construed to preclude any director
        from
        serving the corporation or Bank of Smithtown in any other capacity and receiving
        compensation therefore.
  Section
        13.  Director
        Emeritus. This
        position is limited to those directors who voluntarily retire from the Board
        of
        Directors and agree to serve in an advisory capacity. A Director Emeritus
        may be
        elected by the Board at any regular or special meeting of the Board. The
        Board
        may elect any number of former directors to this position. Directors Emeritus
        will serve at the pleasure of the Board. The Board may by resolution fix
        a
        reasonable attendance fee to be paid each Director Emeritus for attendance
        at
        regular or special meetings of the Board, or may fix a monthly fee in lieu
        of
        the attendance fees, or a combination of both. The fees may be paid by the
        corporation or Bank of Smithtown.
  10
 
 ARTICLE
        3
 OFFICERS
  Section
        1.   Election
        and Eligibility. The
        officers of the corporation shall be elected by the Board of Directors after
        its
        election by the stockholders, and a meeting shall be held for this purpose
        within thirty days after the annual meeting of the stockholders. The
        officers of the corporation shall be a Chief Executive Officer, President,
        one
        or more Executive Vice Presidents, one or more additional Vice Presidents
        or
        Assistant Vice Presidents, a Secretary and a Treasurer. The Board may also,
        in
        its discretion, appoint such other officers or agents as it may deem advisable,
        and prescribe the duties thereof.
  The
        Chief
        Executive Officer must be a director of the corporation. No other officers
        or
        agents elected or appointed by the Board need be directors. Any person may
        hold
        more than one office provided the duties thereof can be consistently performed
        by the same person.
  Section
        2.   Chairman
        of the Board and Chief Executive Officer. The
        Chairman of the Board and Chief Executive Officer of the Bank and, when present,
        shall preside at all meetings of the stockholders and shall preside at all
        meetings of the Board of Directors.
  Section
        3.   President. The
        President, unless a Chairman of the Board and Chief Executive Officer is
        present, shall preside at all meetings of the Board of Directors. The President
        shall exercise general supervision over the business affairs and property
        of the
        corporation, and shall advise and direct the other officers of the corporation
        with respect to the performance of their duties. He shall keep the Board
        of
        Directors fully informed as to all the affairs of the corporation and shall
        insure that all directives of the Board are carried out. The Chairman of
        the
        Board and Chief Executive Officer, the President or one of the Executive
        Vice
        Presidents, unless some other person is specifically authorized by resolution
        of
        the Board of Directors, shall sign all certificates of stock, bonds, deeds,
        mortgages, extension agreements, modification of mortgage agreements, leases
        and
        contracts of the corporation. He shall perform all the duties commonly incident
        to his office, and shall perform such other duties as the Board of Directors
        shall designate.
  11
 Section
        4.   Executive
        Vice Presidents. There
        may be one or more Executive Vice Presidents who shall assist the Chief
        Executive Officer and the President in the performance of their duties. In
        the
        event of the absence or disability of both the Chief Executive Officer and
        the
        President, one or more of the Executive Vice Presidents may be designated
        to
        perform the duties and have the powers of the Chief Executive Officer. The
        Executive Vice Presidents shall perform such other duties and have such other
        powers as the Board of Directors may designate.
  Section
        5.   Vice
        Presidents and Assistant Vice Presidents. The Vice
        Presidents and Assistant Vice Presidents shall perform such duties and have
        such
        powers as the Board of Directors shall designate.
  Section
        6.   Secretary. The
        Secretary shall have charge of the seal, the stock certificate books and
        such
        other books and papers as the Board of Directors may prescribe. He shall
        affix
        the seal of the corporation to such papers as require it, shall prepare and
        cause to be filed such reports and statements as may be required by law,
        and
        shall keep up to date all books and records pertaining to stock ownership.
        The
        Secretary shall have power, together with the Chairman and Chief Executive
        Officer, President and Executive Vice Presidents, to sign certificates of
        stock
        of the corporation. He shall also perform such other duties and have such
        other
        powers as the Board of Directors shall designate.
  12
 Section
        7.   Treasurer. The
        Treasurer, subject to the order of the Board of Directors, shall have the
        care
        and custody of the money, funds, valuable papers and documents of the
        corporation, and shall have and exercise, under the supervision of the Board
        of
        Directors, all the powers and duties commonly incident to his office. He
        shall
        keep accurate books of account of the corporation's transactions which shall
        be
        the property of the corporation, and, together with all its property in his
        possession, shall be subject at all times to the inspection and control of
        the
        Board of Directors. He shall perform such other duties and have such powers
        as
        the Board of Directors shall designate.
  Section
        8.   Salaries. Salaries
        of all officers shall be determined by the Board of Directors except that
        the
        Board may choose to delegate its authority to the Chief Executive Officer
        for
        all officers other than those designated in a Board resolution for that purpose.
  Section
        9.  Removal
        of Officers. Any
        officer may be removed from office at any time
        by a
        majority of the Board of Directors or by vote of a majority of the stock
        issued
        and outstanding
        at a meeting of the stockholders called for that purpose.
 
 ARTICLE
        4
 BOARD
        COMMITTEES
 
 Section
        1.   Committee
        Chairmen and Members. After
        the annual meeting of stockholders and before the next regular meeting of
        the
        Board of Directors, and at such other times as it may deem appropriate, the
        Governance and Nominating Committee shall meet to formulate its recommendations
        to the Board of Directors for the Committee Chairmen and the members of all
        Committees. Committee Chairmen and the members of all Committees shall be
        elected by the Board of Directors at the first meeting of the Board held
        after
        the annual meeting of stockholders, and at such other times as may be necessary
        to fill a vacancy.
  13
 Section
        2.   Reports. All
        committees shall submit such reports as are required by law and as may be
        requested by the Board of Directors.
  Section
        3.   Compensation. The
        compensation and expense allowances, if any, to be paid to members of Board
        Committees shall be determined from time to time by the Board of Directors
        upon
        recommendation of the Compensation Committee.
  Section
        4.   Special
        Committees. The
        Board of Directors may, from time to time, appoint such special committees
        as
        the Board may deem necessary or desirable, and prescribe the duties
        thereof.
  Section
        5.   The
        Standing Committee and their duties shall be as follows:
  (a)  Audit
        Committee and Compensation Committee .
        Because
        the corporation is a one-bank holding company, the Audit Committee and
        Compensation Committee of the corporation shall be the corresponding committees
        of Bank of Smithtown. The composition, powers and duties of these committees,
        as
        well as all other matters pertaining to those committees, shall be governed
        by
        the By-Laws of Bank of Smithtown.
  (b)  Governance
        and Nominating Committee .
        All
        matters pertaining to the Governance and Nominating Committee shall be governed
        by its Charter, a copy of which shall be annexed to these By-Laws and the
        provisions of which shall have the same force and effect as the other provisions
        of these By-Laws.


14
 
 ARTICLE
        5
 RESIGNATIONS
  Any
        director or officer of the corporation may resign at any time by giving written
        notice to the corporation, the Board of Directors, Chairman of the Board
        and
        Chief Executive Officer, the President or the Secretary of the corporation.
        Any
        such resignation shall take effect at the time specified therein, or, if
        the
        time be not specified therein, upon its acceptance by the Board of
        Directors.
 
 ARTICLE
        6
 VACANCIES
  If
        the
        office of any director or officer or agent becomes vacant by reason of death,
        resignation, disqualification, removal or otherwise, the Board of Directors
        of
        the remaining directors, as the case may be, may, by majority vote, choose
        a
        successor or successors who shall hold office for the unexpired term.
 
 ARTICLE
        7
 WAIVER
        OF NOTICE
  Whenever
        any notice is required to be given by these By-Laws or the Certificate of of
        Incorporation of this corporation or any of the laws of the State of New
        York, a
        waiver thereof, in writing, signed by the person or persons entitled to such
        notice, whether before or after the time stated therein, shall be deemed
        equivalent thereto.
  15
 
 ARTICLE
        8
 CORPORATE
        STOCK
  Section
        1.   Certificates. Every
        stockholder shall be entitled to a certificate or certificates of the stock
        of
        the corporation in such form as may be prescribed by the Board of Directors,
        duly numbered and sealed with the corporate seal of the corporation and setting
        forth the number and kind of shares. Such certificates shall be signed by
        the
        Chairman of the Board and Chief Executive Officer, the President or a Vice
        President, and by the Treasurer or the Secretary. All certificates exchanged
        or
        returned to the corporation shall be marked "cancelled" by the Secretary,
        with
        the date of cancellation.
  Section
        2.   Transfers. Shares
        of stock may be transferred by delivery of the certificate accompanied either
        by
        an assignment in writing on the back of the certificate or by a written power
        of
        attorney to sell, assign and transfer the same on the books of the corporation,
        signed by the person appearing by the certificate to be the owner of the
        shares
        represented thereby, together with all necessary federal and state transfer
        tax
        stamps affixed, and shall be transferable on the books of the corporation
        upon
        surrender thereof so assigned or endorsed. The person registered on the books
        of
        the corporation as the owner of any shares of stock shall be entitled to
        all the
        rights of ownership with respect to such shares. It shall be the duty of
        every
        stockholder to notify the corporation of his post office address. The Board
        of
        Directors, in its discretion, may appoint such registration or transfer agents
        of the stock of the corporation as it deems necessary.
  Section
        3.   Transfer
        Books and Record Date. The
        transfer books of the stocks of the corporation may be closed for such period,
        not exceeding 60 days, in anticipation of stockholders' meetings, or the payment
        of any dividend, or the making of any distribution, or the delivery of evidences
        of rights or evidences of interests arising out of any change, conversion
        or
        exchange of capital stock, as the Board of Directors may determine. In lieu
        of
        closing the transfer books, the Board of Directors may fix a day not more
        than
        60 days prior to the day of holding any meeting of stockholders, or prior
        to the
        date fixed for the payment of any dividend, or the making of any distribution,
        or for the delivery of evidences of rights or evidences of interests arising
        out
        of any change, conversion or exchange of capital stock, as the day as of
        which
        stockholders entitled to notice of and to vote at such meeting, or to receive
        any such dividend, distribution, rights, or interests, shall be determined;
        and
        only stockholders of record on such day shall be entitled to notice of or
        to
        vote at such meeting, or to receive such dividend, distribution, rights or
        interests.
  16
 Section
        4.   Loss
        of Certificates. In case
        of the loss, mutilation, or destruction of a certificate of stock, a duplicate
        certificate may be issued upon such terms as the Board of Directors shall
        prescribe.
 
 ARTICLE
        9
 DIVIDENDS
  Dividends
        shall be declared and paid in such form, at such times and in such amounts
        as
        the Board of Directors may, in its absolute discretion, determine and designate,
        subject to the restrictions and limitations imposed by law.
 
 ARTICLE
        10
 PREEMPTIVE
        RIGHTS
 
 Notwithstanding
        anything to the contrary contained in Section 622 of the Business Corporation
        Law, the shareholders shall not have preemptive rights.
 
 17
 ARTICLE
        11
 INDEMNIFICATION
  Any
        person made or threatened to be made a party to any action or proceeding,
        whether civil or criminal, by reason of the fact that he, his testator or
        intestate, is or was a director or officer of the corporation or served any
        other corporation, partnership, joint venture, trust, employee benefit plan
        or
        other enterprise in any capacity at the request of the corporation, shall
        be
        indemnified by the corporation against judgments, fines, amounts paid in
        settlement and reasonable expenses, including attorneys’ fees actually and
        necessarily incurred as a result of such action or proceeding, or any appeal
        therein, to the fullest extent permitted under Article 7 of the Business
        Corporation Law. The Board of Directors may also, in its discretion, cause
        the
        corporation to maintain insurance for the indemnification of directors and
        officers as permitted under Section 727 of the Business Corporation
        Law.
 
 ARTICLE
        12
 AMENDMENTS
  These
        By-Laws may be amended, added to or repealed by the affirmative vote of
        two-thirds of the entire Board of Directors at any meeting of the Board,
        provided written notice of the proposed change is given not less than eight
        nor
        more than twelve days before the meeting, or such notice is waived in writing.
        The By-Laws may also be amended, added to or repealed by the affirmative
        vote of
        the holders of a majority of the issued and outstanding stock of the
        corporation, at any meeting of the stockholders, provided notice of the proposed
        change is given in the notice of meeting or notice thereof is waived in
        writing.
  18
 ARTICLE
        13
 MISCELLANEOUS
  Section
        1.   Principal
        Office. The
        principal office of the corporation shall be located at One East Main Street,
        Smithtown, Town of Smithtown, Suffolk County, New York.
  Section
        2.   Seal. The
        corporation shall have a seal with its name, the year of its organization,
        the
        words "Corporate Seal" and the state of its incorporation thereon.
  Section
        3.   Minute
        Book. The
        Certificate of Incorporation of the corporation and all amendments thereto,
        the
        By-Laws and any amendments thereto, and the proceedings of all regular and
        special meetings of the stockholders and directors, including reports of
        inspectors of elections, shall be recorded in a minute book, which shall
        remain
        in the care and custody of the Secretary. The minutes of all meetings of
        the
        Board of Directors shall be signed by the Secretary of the Board, and the
        minutes of all meetings of the stockholders shall be signed by the Secretary
        of
        the meeting.
  Section
        4.   Expenses. All the
        current expenses of the corporation shall be paid by the Treasurer, and the
        same
        shall be examined and approved by the Board of Directors.
  Section
        5.   Fiscal
        Year. The
        fiscal year of the corporation shall be the calendar year.
  Section
        6.   Fidelity
        Bonds. The
        Board of Directors may require fidelity bonds of any or all officers, clerks
        and
        employees, and may require new and additional bonds at any time.
  19
 Section
        7.  Parliamentary
        Procedure. Unless
        otherwise provided herein or by resolution of the Board of Directors, Robert's
        Rules of Order, Revised, shall govern the procedure at all meetings of the
        stockholders and Board of Directors.
  20