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United States
Securities and Exchange Commission
Washington, D.C. 20549

Form 10-K

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock:

The aggregate market value of the Registrant’s common stock held by nonaffiliates was approximately $72,418,075 based on the price at which stock was sold on March 20, 2003.

DOCUMENTS INCORPORATED BY REFERENCE

Part I

Item 1: Description of Business

Smithtown Bancorp, Inc. (“Registrant”)

Bank of Smithtown (“Bank”)

Information regarding the Registrant’s formation and business and a description of the Bank’s business is contained on:

Item 2: Description of Properties

The Registrant owns no materially important physical properties.  Office facilities of the Registrant are located at One East Main Street, Smithtown, New York 11787.

The Bank owns in fee the following locations:

The Bank occupies the following locations under lease arrangements:

There are no other owners of these properties and no mortgages or liens exist on the properties.

Item 3: Legal Proceedings

In the opinion of the Registrant and its counsel, there are no material proceedings pending in which the Registrant or the Bank is a party, or of which its property is the subject, or any which depart from the ordinary routine litigation incident to the kind of business conducted by the Registrant and the Bank; no proceedings are known to be contemplated by government authorities or others.

Item 4: Submission of Matters to a Vote of Security Holders

No matter was submitted during the quarter ended December 31, 2002 to a vote of the Registrant's shareholders through the solicitation of proxies or otherwise.

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Part II

Item 5: Market for Common Equity and Related Stockholder Matters

Page 14 of the Registrant’s Annual Report to Shareholders for the year ended December 31, 2002.

618 shareholders of common stock at March 20, 2003.

Item 6: Selected Financial Data

Pages 11 through 14 inclusive of the Registrant’s Annual Report to Shareholders for the year ended December 31, 2002.

Item 7: Management’s Discussion and Analysis of Financial Plan and Results of Operations

Pages 15 through 27, inclusive, of the Registrant’s Annual Report to Shareholders for the year ended December 31, 2002.

Item 7A: Quantitative and Qualitative Disclosures About Market Risks

Pages 23 through 25, inclusive, of the Registrant’s Annual Report to Shareholders for the year ended December 31, 2002.

Item 8: Financial Statements and Supplementary Data

Pages 28 through 49, inclusive, of the Registrant’s Annual Report to Shareholders for the year ended December 31, 2002.

Quarterly Results of Operations (Unaudited)

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Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

There were no changes in or disagreements with accountants on accounting and financial disclosure as defined in Item 304 of Regulation S-K.

Part III

Item 10: Directors and Executive Officers

Pages 2 through 4, inclusive, page 8, and page 10 of the Registrant’s Proxy Statement dated March 11, 2003 are incorporated herein by reference.

None of the individuals named in the Proxy Statement was selected as a director or nominee by any arrangement or understanding between him/her and any other person(s).

There are no family relationships between any director, executive officer, or person nominated by the Registrant to become a director.

None of the individuals named in the Proxy Statement hold a directorship in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

None of the individuals named in the Proxy Statement are or have been involved in a material legal proceeding that has effected or would effect his/her ability or integrity while carrying out his/her term of office.

Item 11: Executive Compensation

Page 9 and 10 of the Registrant’s Proxy Statement dated March 11, 2003 are incorporated herein by reference.

Compensation Committee Interlocks and Insider Participation

Mr. Rock participated in discussions with the entire Board and made recommendations to the Board with respect to the compensation of executive officers. Mr. Rock did not participate in the deliberations or approval of the Board concerning the compensation to be paid to him and to Judith Barber, who serves as his executive secretary and the Secretary of the Bancorp.

Compensation Committee

The Compensation Committee consists of four members.  Current members of the Committee are: Robert W. Scherdel (Chairman), Augusta Kemper, Sanford C. Scheman and Manny Schwartz.  The Committee did not meet during last year.  Instead, the entire Board considered and acted upon matters with respect to the compensation of executive officers.

Executive Compensation Policy

The Board reviews information regarding the compensation paid to other bank executives and the performance of other banks. The Board then weighs the comparative data in light of the size, geographic location and performance of our Bank and the other banks, as well as the performance, experience, skills and abilities of the executive. Then our Bank’s data is applied to a formula that contains various measures of the Bank’s performance, including factors that measure profitability, growth and expense management. The Board then determines whether the result is reasonable in light of the comparative data and all of the factors enumerated above.

Compensation of Chief Executive Officer

The Board follows the same process in determining the compensation to be paid to the Chief Executive Officer as described above for the other executive officers.  In addition, the Board weighs the growth and profitability of the Bank during Mr. Rock’s tenure as Chief Executive Officer, as well as the increase in the market value of the Bancorp’s shares during Mr. Rock’s tenure. For this past year, the Board also determined that the Chief Executive Officer would no longer be paid any director’s fees, but that his salary would be increased by a corresponding amount for the year that the fees were eliminated.

COMPARISON OF CUMULATIVE TOTAL RETURNS OF THE BANCORP, INDUSTRY INDEX, AND BROAD MARKET INDEX

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The following chart and table compare the total return to shareholders of Bancorp with NASDAQ Banking Index and the NASDAQ Composite Index.

ASSUMES $100 INVESTED ON JANUARY 1, 1998
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 2002

Item 12: Security Ownership of Certain Beneficial Owners and Management

Pages 6 through 7, inclusive, of the Registrant’s Proxy Statement dated March 11, 2003 are incorporated herein by reference.

Item 13: Certain Relationships and Related Transactions

Page 10 of the Registrant’s Proxy Statement dated March 11, 2003 is incorporated herein by reference.

Page 40 of the Registrant's Annual Report to Shareholders for the year ended December 31, 2002.

Item 14: Controls and Procedures

The Company has established a system of controls and other procedures designed to ensure that information required to be disclosed in its periodic reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  These disclosure controls and procedures have been evaluated under the direction of the Company’s Chief Executive Officer and Chief Financial Officer within the last 90 days. Based on such evaluations, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures are effective.  There have been no significant changes in the Company’s system of internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation by the Chief Executive Officer and Chief Financial Officer.

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Part IV

Item 15: Exhibits, Financial Statements Schedules, and Reports on Form 8-K

INDEX OF EXHIBITS

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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CERTIFICATION

I, Bradley E. Rock, Chairman, President and Chief Executive Officer certify, that:

1. I have reviewed this annual report on Form 10-K of Smithtown Bancorp;

2. Based on my knowledge, the Form 10-K does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Form 10-K;

3. Based on my knowledge, the financial statements, and other financial information included in the Form 10-K, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the Form 10-K;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-14 (c) and 15d-14 (c) of the Exchange Act) for the registrant and we have:

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

6. The registrant’s other certifying officer and I have indicated in the Form 10-K whether or not there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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CERTIFICATION

I, Anita M. Florek, Executive Vice President and Chief Financial Officer certify, that:

1. I have reviewed this annual report on Form 10-K of Smithtown Bancorp;

2. Based on my knowledge, the Form 10-K does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Form 10-K;

3. Based on my knowledge, the financial statements, and other financial information included in the Form 10-K, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the Form 10-K;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-14 (c) and 15d-14 (c) of the Exchange Act) for the registrant and we have:

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

6. The registrant’s other certifying officer and I have indicated in the Form 10-K whether or not there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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