On May 14, 2009, Smithtown Bancorp, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Sandler O'Neill & Partners, L.P. pursuant to which the Company agreed to issue and sell 2,800,000 of the Company's common shares, par value $0.01 per share, at a public offering price of $10.00 per share in an underwritten public offering (the "Offering"). As part of the Offering, the Company has granted the underwriters a 30-day option to purchase up to an additional 200,000 of the Company's common shares to cover over-allotments. Proceeds from the Offering, after underwriting discounts and commissions and before giving effect to the over-allotment option, if exercised, will be $26.74 million.

In connection with the Offering, the Company and certain of its officers and directors have agreed to enter into 90-day "lock-up" agreements in substantially the form included in the Underwriting Agreement and subject to customary exceptions.

The Offering is only being made under a prospectus supplement and the accompanying prospectus filed with the Securities and Exchange Commission pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-153897). The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

(d) Exhibits

Exhibit    Description

1.1        Underwriting Agreement dated May 14, 2009, between Smithtown Bancorp,
           Inc. and Sandler O'Neill & Partners, L.P.