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CERTIFICATE
OF INCORPORATION





OF





SMITHTOWN
BANCORP, INC.





Under
Section 402 of the Business Corporation Law


of the
State of New York





(as
amended through May 9, 2009)








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
      andwith,
      and dispose of the stock of Bank of
Smithtown.




2.
            To
      engage in any activities for which corporations may be
      organizedunder
      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 regardto
      the activities of a banking holding
company.




3.
            To
      do everything necessary, proper, advisable or convenient for
      theaccomplishment
      of the purposes hereinabove set forth, and to do allother
      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 36,000,000, of which
35,000,000 shall be designated as Common Shares with a par value of one cent
($0.01) each and 1,000,000,000 shall be designated as Preferred Shares with a
par value of one cent ($0.01) each.  Preferred Shares may be issued in
series from time to time by the board of directors, and the board of directors
is expressly authorized to fix by resolution or resolutions the designations and
the powers, preferences and rights, and the qualifications, limitations and
restrictions thereof, the Preferred Shares, including without limitation the
following:




(a)
            the
      distinctive serial designation of such series which shall
      distinguishit
      from other series;





(b)
            the
      number of shares included in such series, which number may beincreased
      or decreased from time to time unless otherwise providedby
      the board of directors in the resolution or resolutions providing forthe
      issue of such series;





(c)
            the
      dividend rate (or method of determining such rate) payable to
      theholders
      of the shares of such series, any conditions upon which suchdividends
      shall be paid and the date or dates upon which dividendsshall
      be payable;





(d)
            whether
      dividends on the shares of such series shall be cumulativeand,
      in the case of shares of any series having cumulative dividendrights,
      the date or dates or method of determining the date or datesfrom
      which dividends on the shares of such series shall be
      cumulative;





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(e)
            the
      amount or amounts which shall be payable out of the assets of
      thecorporation
      to the holders of the shares of such series upon voluntaryor
      involuntary liquidation, dissolution or winding up the
      corporation;





(f)
            the
      price or prices at which, the period or periods within which and
      theterms
      and conditions upon which the shares of such series may beredeemed,
      in whole or in part, at the option of the corporation or at theoption
      of the holder or holders thereof or upon the happening of aspecified
      event or events;





(g)
            the
      obligation, if any, of the corporation to purchase or redeem
      sharesof
      such series pursuant to a sinking fund or otherwise and the price orprices
      at which, the period or periods within which and the terms andconditions
      upon which the shares of such series shall be redeemedor
      purchased, in whole or in part, pursuant to such
    obligation;





(h)
            whether
      or not the shares of such series shall be convertible or exchangeable,
      at any time or at items at the option of the holder orholders
      thereof or at the option of the corporation or upon thehappening
      of a specified event or events, into shares of any otherclass
      or classes or any other series of the same or any other classor
      classes of stock of the corporation, and the price or prices or rateor
      rates applicable thereto; and





(i)
            the
      voting rights, if any, of the holders of the shares of such
      series.





FIFTH:                   Preemptive
Rights.     Notwithstanding anything to the
contrary contained in Section 622 of the Business Corporation Law, the
shareholders shall not have preemptive rights.




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:




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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:




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(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:




(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 share holders
entitled to notice thereof and to vote thereon.




-5-


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.




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IN WITNESS WHEREOF, the undersigned
incorporator subscribes this Certificate and affirms it as true under penalties
of perjury, this 7th day of May, 2009.




Name
              Address/s/ Bradley E.
      Rock
              One East Main StreetBradley E.
Rock
              Smithtown, New York
  11787







STATE OF NEW
      YORK
            ))
            ss.:COUNTY OF
      SUFFOLK
            )





On this 7th day of May, 2009, 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/
      Patricia C.
      DelaneyPatricia
      C. DelaneyNotary
      Public, State of New YorkNo.
      4878862, Suffolk CountyTerm
      Expires November 10, 2010





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