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Section 1: DEF 14A (SBT BANCORP, INC. DEF 14A)



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A

                Proxy Statement Pursuant to Section 14(a) of the
                      Securities and Exchange Act of 1934
                              (Amendment No.     )


Filed by the Registrant [X]
Filed by a party other than the Registrant [  ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Sec. 240.14a-12

                               SBT Bancorp, Inc.
--------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

     (1)  Title  of  each  class  of  securities  
          to  which transaction applies:
                                                   -----------------------------

     (2)  Aggregate  number  of  securities  to  
          which  transaction  applies:
                                                   -----------------------------

     (3)  Per unit  price  or  other  underlying  value  of transaction computed
          pursuant  to Exchange Act Rule 0-11 (set forth the amount on which the
          filing  fee  is  calculated  and  state  how  it  was  determined):

          ----------------------------------------------------------------------
 
     (4)  Proposed  maximum  aggregate  value  
          of  transaction:
                                                   -----------------------------

     (5)  Total  fee  paid:
                           -----------------------------------------------------

[  ] Fee paid  previously  with  preliminary  materials.

[  ] Check  box  if  any part of the fee is offset as provided by Exchange Act
     Rule  0-11(a)(2)  and  identify the filing for which the offsetting fee was
     paid  previously.  Identify  the  previous filing by registration statement
     number,  or  the  Form  or  Schedule  and  the  date  of  its  filing.

      


(1)     Amount Previously Paid:
                               -------------------------------------------------

(2)     Form, Schedule or Registration Statement No.:
                                                     ---------------------------
(3)     Filing Party:
                     -----------------------------------------------------------
(4)     Date Filed:
                   -------------------------------------------------------------






      

                                  SBT Bancorp

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD MAY 11, 2010


To  the  Shareholders  of  SBT  Bancorp,  Inc.:

     Notice  is  hereby  given  that  the  Annual Meeting of Shareholders of SBT
Bancorp,  Inc.  will be held at the main office of the Company's subsidiary, The
Simsbury  Bank  &  Trust Company, 981 Hopmeadow Street, Simsbury, Connecticut on
Tuesday,  May  11,  2010  at  5:00  p.m.,  local  time.  At  the  meeting,  the
shareholders  will  consider  and  vote  upon  the  following  matters:

     1.   The election  of  four  Class  II  directors  for  a  term expiring at
          the  2013  Annual  Meeting;

     2.   The ratification  of  the  appointment  of  Shatswell,  MacLeod & Co.,
          P.C.,  certified  public  accountants, as independent auditors for SBT
          Bancorp,  Inc.  for  the  fiscal  year  ending  December  31,  2010;

     3.   The non-binding  approval  of  the  compensation  of  SBT  Bancorp,
          Inc.'s  named  executive  officers  as  determined  by  the  Personnel
          Committee;  and

     4.   The transaction  of  such  other  business  as may properly be brought
          before  the  meeting  or  any  adjournment  or  postponement  thereof.

     Only  shareholders of record at the close of business on March 12, 2010 are
entitled  to  notice  of  and  to  vote  at  the  Annual Meeting and any and all
adjournments  or  postponements  thereof.

     IT  IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. WE URGE YOU
TO  SIGN,  DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE WHETHER OR
NOT  YOU PLAN TO ATTEND THE MEETING IN PERSON. SHAREHOLDERS OF RECORD WHO ATTEND
THE  MEETING  MAY  REVOKE  THEIR  PROXY  AND  VOTE  IN  PERSON.

                              BY  ORDER  OF  THE  BOARD  OF  DIRECTORS

                              /S/

Simsbury,  Connecticut        Gary  R.  Kevorkian,
April  12,  2010              Secretary


      












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                               SBT BANCORP, INC.
                              760 Hopmeadow Street
                                  P.O. Box 248
                            Simsbury, CT 06070-0248
                                 (860) 408-5493

          ------------------------------------------------------------
                                PROXY STATEMENT
                                       OF
                               SBT BANCORP, INC.

                       FOR ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD MAY 11, 2010
          ------------------------------------------------------------

     This  Proxy  Statement  is furnished to shareholders of common stock of SBT
Bancorp,  Inc.  (the  "Company"  or "we") in connection with the solicitation of
proxies  by the Company's Board of Directors (the "Board") for use at the Annual
Meeting  of  Shareholders  of  the  Company to be held at the main office of the
Company's  subsidiary,  The  Simsbury  Bank  &  Trust  Company (the "Bank"), 981
Hopmeadow  Street,  Simsbury, Connecticut, at 5:00 p.m. on May 11, 2010, and any
and  all  adjournments  or  postponements  thereof  (the "2010 Annual Meeting").

     This  Proxy  Statement, the Notice of the 2010 Annual Meeting, the enclosed
form of proxy and the Annual Report to Shareholders for the year ending December
31,  2009  for SBT Bancorp, Inc. (the "Annual Report") are first being mailed to
shareholders  of  our  common  stock  on or about April 12, 2010.  We will, upon
written  request  and  without charge, furnish you with additional copies of the
Annual  Report.  Please  address all such requests to us by mail to SBT Bancorp,
Inc.,  Attention:  Gary  R.  Kevorkian,  at  the  above  address.  The principal
executive  offices  of the Company are located at 760 Hopmeadow Street, P.O. Box
248,  Simsbury,  Connecticut  06070-0248  (telephone  number  (860)  408-5493).


                   INFORMATION ABOUT SOLICITATION AND VOTING

     A  shareholder of record of the common stock who executes the enclosed form
of  proxy may revoke it at any time before it is voted by written notice of such
revocation  or  a  duly  executed  proxy  bearing  a later date delivered to the
Secretary of the Company at the address set forth above or by attending the 2010
Annual  Meeting  and  revoking  the  proxy at such time.  Attendance at the 2010
Annual  Meeting  will not itself revoke a proxy.  Shares represented by properly
executed proxies will be voted at the 2010 Annual Meeting in accordance with the
specifications  thereon.  Shareholders  of  record  of  the common stock who are
present  at  the  2010  Annual  Meeting  may  vote  by  ballot.

     The  expense of soliciting proxies in favor of the Company's proposals will
be  borne  by  the  Company.  In  addition  to  solicitation of proxies by mail,
proxies  may  also  be  solicited  by telephone or personal contact by employees
and/or  directors  of  the  Company who will not receive additional compensation
therefor.

     Only  shareholders  of record of the Company's common stock at the close of
business  on  March  12,  2010 (the "Record Date") are entitled to notice and to
vote  at  the  2010  Annual  Meeting.  On  the  Record  Date, there were 864,976
outstanding  shares  of  the  Company's common stock, no par value (the "Company
common  stock").  Each  share  of  common  stock  is  entitled to one vote.  The
presence,  in  person  or  by proxy, of a majority of the issued and outstanding
shares  of  common  stock on the Record Date, or 432,489 shares, is necessary to
constitute  a  quorum  at  the  2010  Annual  Meeting.  Abstentions  and  broker
non-votes  are  counted  as  present  for  establishing a quorum.  When a record
holder  (e.g.,  a  bank or brokerage firm) holding shares for a beneficial owner
votes  on  one  proposal  but  does  not  vote  on  another proposal because the
beneficial  owner has not provided voting instructions, this is referred to as a
"broker  non-vote."

     If  the  shares  you  own  are held in "street name" by a bank or brokerage
firm,  your  bank  or  brokerage  firm,  as the record holder of your shares, is
required  to  vote your shares according to your instructions.  In order to vote
your  shares, you will need to follow the directions your bank or brokerage firm
provides  you.

      

     If  your  shares  are  held  in  "street  name,"  you must bring an account
statement  or  letter  from your brokerage firm or bank showing that you are the
beneficial  owner of the shares as of the record date in order to be admitted to
the  Annual  Meeting.  To be able to vote your shares held in street name at the
Annual  Meeting, you will need to obtain a proxy card from the holder of record.

     With  respect  to  the  proposals at the 2010 Annual Meeting concerning the
approval  of  the appointment of the Company's independent auditors, your broker
is entitled to use its discretion in voting your shares, even if you do not give
your  broker  instructions  as  to  how  to  vote.

     Directors  will  be  elected  by  a plurality of the votes cast at the 2010
Annual  Meeting.  Thus, an abstention or a broker "non-vote" will have no effect
on  the  outcome  of  the  vote  on  election  of directors at the meeting.  The
ratification  of  the  appointment  of  Shatswell,  MacLeod  & Co., P.C. will be
approved  if a majority of the votes cast are FOR the proposal.  Abstentions and
broker "non-votes" will have no impact on the ratification of Shatswell, MacLeod
&  Co.,  P.C.  The  non-binding proposal regarding the compensation of our named
executive  officers will be approved if a majority of the votes cast are FOR the
proposal.  Abstentions  and  broker  "non-votes"  will  have  no  impact  on the
approval  of  this  advisory  proposal.

     The  votes will be counted, tabulated and certified by Robert J. Bogino and
David  W. Sessions.  Each proxy received will be voted as directed.  However, if
no  direction  is indicated, the proxy will be voted: in Item 1 FOR the election
to  the Board of Directors of the four Class II director nominees; in item 2 FOR
the  ratification  of Shatswell, MacLeod & Co., P.C. as independent auditors; in
Item  3  FOR the non-binding approval of the compensation of the Company's named
executive  officers  as determined by the Personnel Committee; and on such other
matters  as  may  properly come before the 2010 Annual Meeting in such manner as
the  persons  so  named  in  the  proxy  shall  decide.

     We will report the voting results in a current report on Form 8-K, which we
expect to file with the Securities and Exchange Commission, within four business
days  of  the  date  of  the  Annual  Meeting (i.e., on or before May 17, 2010).

     If  you  have any questions about the 2010 Annual Meeting or your ownership
of  our common stock, please contact Gary R. Kevorkian, our corporate secretary,
by  mail  at  SBT  Bancorp,  Inc., Attention:  Gary R. Kevorkian, Secretary, 760
Hopmeadow Street, P.O. Box 248, Simsbury, Connecticut 06070-0248, or by email to
Mr.  Kevorkian's  attention  at  [email protected]

  IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE
             ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 11, 2010

     Under rules recently adopted by the Securities and Exchange Commission, we
are furnishing proxy materials on the Internet in addition to mailing paper
copies of the materials to our shareholders.  The following proxy materials are
available at http://www.simsburybank.com/aboutus-shareholders.php:

     -    Notice  of Annual Meeting of Shareholders to be held May 11, 2010; and

     -    Proxy Statement  for  the  Annual  Meeting  of Shareholders to be held
          May  11,  2010;  and

     -    Annual  Report  for  2009.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The following table sets forth certain information with respect to the
beneficial  ownership of the common stock of the Company as of February 12, 2010
by  (i)  each  director  and  nominee  for  director  of the Company, (ii) named
executive  officers,  (iii)  all directors and executive officers as a group and
(iv)  shareholders  of  record  who beneficially own five percent or more of the
Company's  common  stock.  Except as indicated by footnote, the persons named in
the  table  have  sole  voting  and investment powers with respect to all shares
shown  as  beneficially owned by them.  All persons listed are directors of both

      

the  Company  and  the Bank unless noted otherwise.  All directors and executive
officers  can  receive  mail in care of SBT Bancorp, Inc., 760 Hopmeadow Street,
P.O.  Box  248, Simsbury, CT 06070.  The addresses of the shareholders of record
who  beneficially  own  five  percent  or more of the Company's common stock are
listed  below  their  respective  names  in  the  following  table.

                                                   Amount and
                                                      Nature
                                                 Of Beneficial         Percent
          Name of Beneficial Owner                  Ownership          Of Class
--------------------------------------------------------------------------------

Directors and Executive Officers
Robert J. Bogino, Vice Chairman                       27,572 (1)         3.2%
James T. Fleming, Director                               492               *
Martin J. Geitz, President, Chief
 Executive Officer and Director                       32,064 (2)         3.6%
Edward J. Guarco, Director                            16,783 (3)         1.9%
Gary R. Kevorkian, Director                           16,919 (4)         2.0%
Jerry W. Long, Director of the Bank                                        *
 and a Director Nominee of the
 Company                                                       0
George B. Odlum, Jr., DMD, Director                   13,581 (5)         1.6%
Rodney R. Reynolds, Director                           4,822 (6)           *
David W. Sessions, Director                           15,736 (7)         1.8%
Penny R. Woodford, Director                            2,262 (8)           *
Lincoln S. Young, Chairman                            18,612 (9)         2.2%
Anthony F. Bisceglio, Executive Vice                                       *
 President, Chief Financial Officer
 and Treasurer                                         3,200
Paul R. Little, Senior Vice President
and Chief Lending Officer                             10,500(10)         1.2%

All directors and executive officers
as a group (15 persons)                              162,543(11)        18.1%


Principal Shareholder

Friedlander & Co., Inc.
Theodore Friedlander III
 322 East Michigan Street, Suite 250
 Milwaukee, WI 53202

Banc Fund VI LP                                      57,500 (12)         6.7%
Banc Fund VII LP
Banc Fund VIII LP
 20 North Wacker Drive
 Suite 3300
 Chicago, IL 60606                                   53,156 (13)        6.15%

____________________________
*  Less  than  1%

(1)  Includes  6,600  shares  owned jointly with Mr. Bogino's spouse, 822 shares
     held  in  a  trust  of  which Mr. Bogino serves as trustee, 2,084 shares in
     trusts  for  two of his children for which Mr. Bogino serves as the trustee
     and  11,500  shares  owned  by  his spouse. Mr. Bogino disclaims beneficial
     ownership  of  the  shares  beneficially  owned  by  his  spouse.

(2)  Includes  21,000  shares  which  may be acquired within 60 days through the
     exercise  of  stock  options.

      

(3)  Includes  1,200  shares  owned jointly with Mr. Guarco's spouse, 600 shares
     held  by  both  Mr. and Mrs. Guarco as custodians for their daughter, 4,000
     shares  in  a  trust  of  which  Mr. Guarco is a beneficiary of 6.6% of the
     assets of the trust, 6,083 shares held by Mr. Guarco and two family members
     as  joint  tenants  with  right of survivorship, and 4,900 shares held by a
     limited  liability  company in which Mr. Guarco and two family members each
     own  one-third  of  the  membership  interest.

(4)  Includes  9,581  shares  held in trusts for which Mr. Kevorkian is trustee,
     including  970  shares  in  a  trust  for  Mr.  Kevorkian's  spouse.

(5)  Includes  3,550  shares  owned  by  Dr. Odlum's spouse. Dr. Odlum disclaims
     beneficial  ownership  of  the  shares  beneficially  owned  by his spouse.

(6)  Includes  2,500  shares  owned  by  the  Reynolds Family, LLC, of which Mr.
     Reynolds  and  his  spouse own approximately 37% of the membership interest
     with  the  balance  of the membership interest owned by their children. Mr.
     Reynolds  and  his  spouse  are  co-managers  of  the Reynolds Family, LLC.

(7)  Includes  1,564  shares  owned  jointly  with  Mr. Sessions's spouse, 1,357
     shares  owned  by  a  private  corporation  owned  by  Mr. Sessions and his
     siblings  and  2,252  shares  owned by his children. Mr. Sessions disclaims
     beneficial  ownership  of  the  shares  beneficially owned by his children.

(8)  Includes  1,660  shares  owned  jointly  with  Ms.  Woodford's  spouse.

(9)  Includes  3,506 shares held in a trust for which Mr. Young is a trustee and
     a  beneficiary.

(10) Includes  10,500  shares  which  may be acquired within 60 days through the
     exercise  of  stock  options.

(11) Includes  31,500  in  shares  which  directors  and  executive officers may
     acquire  beneficial  ownership within 60 days through the exercise of stock
     options.

(12) Consists  of 54,800 shares owned by Friedlander & Co., Inc. ("Friedlander &
     Co.")  and  2,700  shares owned by Theodore Friedlander III and is based on
     information  set  forth  in  a Schedule 13G/A filed jointly on February 16,
     2010  by Friedlander & Co. and Theodore Friedlander III. Mr. Friedlander is
     a  controlling  person  of  Friedlander  & Co. and as such may be deemed to
     beneficially  own  the  shares  of common stock of the Company beneficially
     owned  by  Friedlander & Co. Mr. Friedlander beneficially owns less than 1%
     of  the shares held by Friedlander & Co. and disclaims beneficial ownership
     of  all  other  shares  held  by  Friedlander  &  Co.

(13) Consists  of  7,263  shares  owned  by  Banc Fund VI L.P. ("BF VI"), 38,893
     shares  owned  by  Banc  Fund VII L.P. ("BF VII") and 7,000 shares owned by
     Banc  Fund VIII L.P. ("BF VIII") and is based on information set forth in a
     Schedule  13G  filed  jointly  on February 16, 2010 by BF VI, BF VII and BF
     VIII. The general partner of BF VI is MidBanc VI L.P. ("MidBanc VI"), whose
     principal business is to be a general partner of BF VI. The general partner
     of  BF VII is MidBanc VII L.P. ("MidBanc VII"), whose principal business is
     to  be  a  general  partner  of  BF  VII. The general partner of BF VIII is
     MidBanc  VIII  L.P.  ("MidBanc  VIII"), whose principal business is to be a
     general partner of BF VIII. The general partner of MidBanc VI, MidBanc VII,
     and  MidBanc  VIII  is  The  Banc  Funds  Company,  L.L.C.  ("TBFC"), whose
     principal  business  is to be a general partner of MidBanc VI, MidBanc VII,
     and  MidBanc  VIII.  TBFC's  principal shareholder is Charles J. Moore. Mr.
     Moore  has  been  the  manager  of  BF  VI, BF VII, and BF VIII since their
     respective  inceptions.  As  manager,  Mr. Moore has voting and dispositive
     power over the securities of the Company held by each of those entities. As
     the  controlling member of TBFC, Mr. Moore will control TBFC, and therefore
     each  of  the  partnership  entities  directly and indirectly controlled by
     TBFC.


                            DISCUSSION OF PROPOSALS

      

                                     ITEM 1
                                     ------

                             ELECTION OF DIRECTORS

     As of the date of this Proxy Statement, the Company's Certificate of
Incorporation provides that the Board of Directors shall be divided into three
classes, as nearly equal in number as possible, with each class having a
three-year term.  The size of the Board is currently set at 11 directors
comprised as follows:  three Class I directors, four Class II directors and four
Class III directors.  There are presently 10 persons serving as directors of the
Company with one vacancy for a Class II director position.  Proxies solicited
from shareholders cannot be voted for a greater number of persons than the
number of nominees named in this Proxy Statement.

     The terms of the classes are staggered so that the term of a class expires
at each annual meeting of the Company.  The terms of the three incumbent Class
II directors expire at the 2010 Annual Meeting.

     At  a  meeting  held  on  February  17,  2010, the Board of Directors voted
unanimously to recommend the following four persons for election to the Board of
Directors  with  terms  expiring  on  the  dates  set  forth  below:

         Nominee                Class               Term Expiration
 --------------------------  -----------   -------------------------------------
  Martin J. Geitz              Class II     2013 Annual Meeting of Shareholders
  Gary R. Kevorkian            Class II     2013 Annual Meeting of Shareholders
  Jerry W. Long                Class II     2013 Annual Meeting of Shareholders
  George B. Odlum, Jr., DMD    Class II     2013 Annual Meeting of Shareholders


     Nominees  Geitz,  Kevorkian and Odlum each currently serve as a director of
the  Company  and are nominated to serve for his term and until his successor is
elected and qualified.  Nominee Long currently serves as a director of the Bank,
a  position  that he has held since January 11, 2010.  Nominee Long is nominated
to  serve  as  a director of the Company for his term and until his successor is
elected  and  qualified.  In the event that any of the nominees become unable to
serve, an event which the Board does not expect, the shares represented by proxy
may  be  voted  for  a  substitute  nominee  to  be designated by the Board or a
committee  thereof,  unless  the  proxy  withholds  authority  to  vote  for all
nominees.

     If  a  quorum  is  present  at  the  2010  Annual  Meeting, the election of
directors  will  require  the affirmative vote of a plurality of the votes cast.
Abstentions by shareholders and broker non-votes with respect to the election of
directors will not be included in determining whether nominees have received the
vote  of  such  plurality.  Certain information about the business experience of
the  director  nominees,  including  their  service  as  directors  of  other
corporations,  is  listed below. References to terms of service as a director or
officer  of  the  Company  include  service as a director or officer of the Bank
prior  to  the  date  of  the  holding  company reorganization on March 2, 2006.

Director Nominees, Class II

Martin J. Geitz (53) - Mr. Geitz is the President and Chief Executive Officer of
the  Company and the Bank, and has held these positions since 2004.  He has been
a  member of the Board since 2005.  He brings over 28 years of senior management
experience,  including  a lengthy career with Fleet Bank, to the Company.  He is
Chairman  of  the  Board  of  the  Hartford  Economic Development Corporation, a
not-for-profit  organization,  a  Trustee  of  McLean  and  of the Simsbury Free
Library,  and  a  board  member  of  the  Bloomfield Chamber of Commerce and the
Charter  Oak  State  College  Foundation.  Mr.  Geitz's  extensive experience in
banking  and  his  leadership  ability  make him a valuable member of the Board.

Gary  R.  Kevorkian  (56)  - Mr. Kevorkian has been the Secretary of the Company
since 2007 and a director of the Board since 1994.  He is an Attorney-at-Law and
has  maintained  his  own  practice  in  Granby, Connecticut since 1981.  In his
practice, he specializes in real estate, trusts and estates.  As an attorney and
business  owner,  he  brings  his legal and financial insight to the Board.  Mr.
Kevorkian  is  not  an  employee  of  the Company and is not compensated for his
service  as  the  Company's  Secretary.

      

Jerry  W.  Long  (58)  -  Mr.  Long has been a director of the Bank, but not the
Company,  since  January  2010.  He  has  been  the  President  and  CEO  of PCC
Technology,  LLC,  an  information  technology consulting firm, since 1994.  Mr.
Long  is  a  Board  member of the Connecticut Business & Industry Association, a
Vice  Chairman  of  Charter  Oak State College Board of Trustees, a director for
Hartford  Youth  Scholars  Foundation  and  Chairman  of the Bloomfield Economic
Development  Commission.  He  is  past president of the Bloomfield, Connecticut,
Chamber  of  Commerce and a member of the Rotary Club of Bloomfield.  Mr. Long's
many  years  of  business  ownership,  managerial  and technology experience are
valuable  to  the  Board.

George  B.  Odlum,  Jr.,  DMD  (70) - Dr. Odlum was a family practice dentist in
Simsbury,  Connecticut,  where  he  practiced  dentistry  from  1968  until  his
retirement  in 2007.  He is the retired President and Board member of the Horace
Wells  Club,  where  his responsibilities included overseeing investments of the
Club.  Dr.  Odlum,  who  has been a director of the Company since 1992, formerly
served as the Company's Secretary.  Dr. Odlum served on the Board of Trustees of
The  Society  for  Savings,  a mutual savings bank, from 1980 to 1982 and on the
Board  of  Directors of The Village Water Company of Simsbury, a public utility,
from  1972  to  1995.  At  the  end  of his tenure, The Village Water Company of
Simsbury  was  acquired  by  Aquarion Water Company of Connecticut.  Dr. Odlum's
experience  on  other  company  boards,  including  as President of the Simsbury
Chamber  of Commerce from 1972 to 1974 and various Town of Simsbury commissions,
brings  valuable managerial experience and local knowledge of our primary market
area to the Board.  Dr. Odlum obtained his B.S. from Trinity College and his DMD
from  Tufts  University  School  of  Dentistry.


                        INFORMATION ABOUT OUR DIRECTORS

     Certain  information  about  the  business  experience  of  the  remaining
incumbent  directors  and  the  non-director  officers of the Company, including
their  service  as  directors of other companies, is listed below. References to
terms  of  service  as a director or officer of the Company include service as a
director  or  officer  of  the  Bank  prior  to  the date of the holding company
reorganization  on  March  2,  2006.

Class  III  Directors, Terms Expiring at the 2011 Annual Meeting of Shareholders

Robert  J.  Bogino (67) - Mr. Bogino is the Vice Chairman of the Company and the
Bank  and  has  been a director of the Company since 1994.  Mr. Bogino served as
the  Company's Secretary from 2002 to 2005.  He was the president, treasurer and
co-owner  of Bogino & DeMaria, Inc. in Avon, Connecticut, an insurance agency of
which  he was a founder in 1972.  As treasurer of Bogino & DeMaria, Inc., he was
responsible for all financial and accounting matters including monthly financial
statement  preparation  and  analysis, coordination with outside accounting firm
for  the  preparation  and  filing  of  local, State and Federal tax returns and
annual  corporate  financial statements.  In 2003, he became a Vice President of
the  Watson  Group,  an insurance agency in Wethersfield until his retirement in
2004.  Mr.  Bogino  received an MBA in Finance from Columbia University Graduate
School  of  Business.   Mr.  Bogino brings his many years of business ownership,
management  and  insurance  expertise  to  the  Board.

Rodney  R.  Reynolds  (70)  -  Mr.  Reynolds  was  a  co-founder  of Equistrides
Therapeutic  Riding  Center,  Inc.,  a not-for-profit organization that provided
services  to  people  with disabilities, and served as co-manager and trustee of
that  organization  from 2000 to 2006.  Mr. Reynolds served as a director of the
Trust  Company  of  Connecticut,  an  investment  management  and trust services
company, from 1990 to 2005.  Mr. Reynolds was self-employed as a commercial real
estate  developer  and  owner/manager  of  real  estate  from 1984 to 2006.  Mr.
Reynolds's  experience  in  trust  services,  investment experience and the real
estate  market  is  valuable  to  the Board.  He has served as a director of the
Company  since  2007.

David  W.  Sessions  (59)  -  Mr. Sessions is the President and Treasurer of the
Casle Corporation, headquartered in Avon, Connecticut, a commercial design-build
development  and  construction  company  which  he  co-founded  in  1981.  He is
Chairman  of  the  Architectural Review Committee of the Town of New Hartford, a
member  of the New Hartford Democratic Town Committee and a former member of the

      

Board  of  Finance  of the Town of New Hartford.  Mr. Sessions has many years of
experience  as  a  business owner and real estate developer and brings important
managerial,  operational and current real estate knowledge to the Board.  He has
been  a  director  of  the  Company  since  1992.

Lincoln  S. Young (75) - Mr. Young is the Chairman of the Company and has been a
director  since  1994.  Mr.  Young previously served as the Company's Secretary.
He  is  the  retired Chief Executive Officer of Turbine Engine Services Corp., a
jet engine servicing company, a position he held until 1995.  Prior to that, Mr.
Young  was  the senior loan officer of Simsbury Bank & Trust Company, a previous
and unrelated entity to the Bank, from 1970 to 1985.  Mr. Young is a director of
the  New  England  Air  Museum and a Board Member of the Licia and Mason Beekley
Community  Library.  Mr. Young's experience as a former bank loan officer and as
a  business  owner  brings  valuable industry, compliance and general management
insight  to  the  Board.

Class  I  Directors,  Terms  Expiring at the 2012 Annual Meeting of Shareholders

James  T.  Fleming  (54)  -  Mr.  Fleming  is  currently  the  President  of the
Connecticut  Automotive  Retailers Association, which position he has held since
March  2008.  He  also  serves  as  the  Secretary  and Treasurer of the Greater
Hartford  Automobile  Dealer's  Association  Foundation,  a  not-for-profit
organization.  Mr.  Fleming  is a former member of the Governors' Cabinet of the
State  of  Connecticut,  serving  from  2007  to  2008  as a Commissioner of the
Department  of  Public  Utility  Control,  serving  from  2003  to  2007  as the
Commissioner of the Department of Public Works, and serving from 1999 to 2003 as
Commissioner  of  Consumer  Protection.  He is the former Majority Leader of the
Connecticut  State  Senate.  He  is  also  a  director  of the Simsbury Cemetery
Association,  Vice  President  of  the Simsbury Volunteer Fire District and is a
Corporator  of Saint Francis Hospital.  Mr. Fleming brings important managerial,
operational  and  organizational skills and expertise to the Board from his many
years  of  public  sector  service.  He has been a director of the Company since
1992.

Edward  J.  Guarco  (56)  -  Mr. Guarco is a Vice President of State Line Oil in
Granby,  Connecticut,  where he has been employed since 1976.  He also serves as
Vice  President  of  the  Independent Connecticut Petroleum Association and as a
Board  member  of  the  Granby  Development Commission and the Granby Chamber of
Commerce.  In  his  role  with  State  Line Oil, Mr. Guarco brings many years of
small  business  management,  operational  and  organizational experience to the
Board.  He  has  been  a  director  of  the  Company  since  1998.

Penny  R.  Woodford (65) - Ms. Woodford is a real estate agent with the Coldwell
Banker  Residential Brokerage, which position she has held since 2003.  Prior to
that,  she  was  a real estate agent with DeWolf Companies from 1996 to 2003 and
with Westledge Real Estate from 1983 to 1996.  She is Chairman of the Nominating
Committee  of  the  Avon  Republican  Town Committee.  In her role as a top real
estate salesperson in the Company's market, Ms. Woodford brings valuable current
real  estate  market insight and a large business network to the Board.  She has
been  a  director  of  the  Company  since  1992.

Non-Director Executive Officers

Anthony  F.  Bisceglio  (62)  - Mr. Bisceglio is Executive Vice President of the
Company and the Bank, positions he has held since January 2005, as well as Chief
Financial  Officer and Treasurer of the Company and the Bank, which positions he
has  held since 1995.  Prior to joining the Bank in 1995, Dr. Bisceglio was Vice
President  and Group Financial Officer of Shawmut National Corporation and Chief
Financial  Officer  of  Shawmut  Bank  of  Rhode  Island.  He  is  also  on  the
Connecticut  Bankers  Association's  Management Development Committee, serves on
the  Economic  Policy  Survey  Panel  of  the  National Association for Business
Economics  and  is  a  member of the American Finance Association.  He is a past
Board  member  of  the  Financial  Managers  Society  and  past  Chairman of its
Strategic  Issues  Council.

Paul  R.  Little  (50)  -  Mr. Little is Senior Vice President and Chief Lending
Officer  of  the Bank, which positions he has held since 2006.  Prior to joining
the  Bank,  he  served  as  Vice  President of Commercial Real Estate Lending at
Liberty  Bank  from  2004  to 2006.  From 1993 to 2004, he was Vice President of
Real  Estate  Loans  for New Alliance Bank, formerly Savings Bank of Manchester,
where  he  had  been  employed  since  1990.

Howard  R.  Zern  (63)  -  Mr.  Zern  is  Senior Vice President and Chief Retail
Banking,  Operations  &  Technology  Officer of the Bank, which positions he has
held  since 2008.  Prior to joining the Bank, he was Executive Vice President of

      

Bank of America, from which he retired in 2005.  Mr. Zern is a director of Stony
Brook  University Alumni Association and formerly Vice Chairman of TheaterWorks,
Treasurer of the Artists Collective in Hartford and Chairman of the Urban League
of  Greater  Hartford.

Michael T. Sheahan (50) - Mr. Sheahan is a Vice President and Head of Consumer
Lending, which positions he has held since 2009.  Prior to joining the Bank, he
served as the Mortgage Lending Division Head at Webster Financial and prior to
that, he had a lengthy career in mortgage and consumer financial services and
online services with Shawmut Bank, Meca Software, and Centerbank Mortgage.  Mr.
Sheahan holds a CPA designation.

Audit and Compliance Committee Financial Expert

     The  Board has determined that the Company currently has at least one audit
committee  financial expert serving on its Audit and Compliance Committee.  That
person  is  Robert  J.  Bogino.  Mr.  Bogino  is  "independent," as that term is
defined  in  Rule  5605  of  the  NASDAQ  listing  standards.

Independence  of  Directors  and  Director  Nominees

     The following directors and director nominees are independent in accordance
with  Rule  5605  of  the  NASDAQ listing standards:  Robert J. Bogino, James T.
Fleming,  Edward  J.  Guarco, Gary R. Kevorkian, Jerry W. Long, George B. Odlum,
Jr.,  DMD,  David W. Sessions, Rodney R. Reynolds, Penny R. Woodford and Lincoln
S.  Young.

Board  Leadership  Structure  and  the  Board's  Role  in  Risk  Oversight

     The  Company  has an independent Chairman separate from the Chief Executive
Officer.  The  Board believes it is important to have an independent director in
a  board  leadership  position  at  all  times.  The Company's Chairman provides
independent  leadership  of  the  Board.  Having an independent Chairman enables
non-management  directors  to  raise issues and concerns for Board consideration
without immediately involving management.  The Chairman also serves as a liaison
between  the  Board  and  senior management.  The Board has determined that this
structure  of  having  an independent Chairman separate from the Chief Executive
Officer  is  the  most  appropriate  structure  for  the  Company.

     Risk  management  at the Company is the process for identifying, measuring,
controlling  and  monitoring  risk across the enterprise given its business as a
financial  institution.  Risk management crosses all functions and employees and
is  embedded  in  all  aspects of planning and performance measurement. Systems,
information  and  timely  reporting enable the Company to quickly adapt to early
warning  signs.

     The  Board  is  responsible  for oversight of the Company's enterprise risk
framework.  The  Board  has  delegated  primary  responsibility to the Executive
Committee  for  overseeing financial, investment and operational risk exposures,
to  the Audit and Compliance Committee for overseeing regulatory and legal risk,
to  the  Loan  Committee  of  the  Bank  for  overseeing credit risk, and to the
Personnel  Committee  for  oversight  of  risk  related to management and staff.
These  Committees  report to the full Board to ensure the Company's overall risk
exposures  are  understood, including risk interrelationships.  Risk reports are
provided  at  Committee  and  Board  meetings and the Board regularly engages in
discussions  of these risk reports and risk management.  The Board also oversees
reputational  risk.

Board  Committees

     The  Company  has  established  five  standing  committees  of the Board of
Directors  -  the  Audit  and  Compliance  Committee,  the  Corporate Governance
Committee,  the  Executive  Committee, the Investment Services Committee and the
Personnel  Committee,  which  performs  functions that are similar to those of a
compensation  committee.

      

     Audit  and  Compliance  Committee of the Company.  The Audit and Compliance
Committee  has  oversight responsibility for and reviews all financial and other
reports  provided  by  the  Company's  independent  auditors  and  the Company's
internal  audit  firm.  The Audit and Compliance Committee evaluates and selects
the  independent  auditor  subject  to  shareholder ratification.  The Audit and
Compliance Committee, in its meetings with the Company's auditors, discusses and
approves  the  audit  and  compliance scope and reviews all audit findings.  The
members of the Audit and Compliance Committee are Messrs. Odlum (Chair), Bogino,
Fleming,  Guarco  and  Ms.  Woodford.  All  members  of the Audit and Compliance
Committee  are  independent  in  accordance with Rule 5605 of the NASDAQ listing
standards.  The  Audit  and  Compliance Committee operates pursuant to a written
charter adopted by the Board.  The Audit and Compliance Committee met four times
during  2009.

     Corporate  Governance  Committee of the Company.   The Corporate Governance
Committee  functions  as  the  nominating  committee  for  director  candidates,
identifies  qualified  individuals  to  become members of the Company's Board of
Directors,  determines  the  composition  of  the  Board  of  Directors  and its
committees,  monitors  and assesses the effectiveness of the Board of Directors,
develops  and  implements  the  Company's  corporate  governance  guidelines and
reviews  and  recommends  director  compensation.  All  members of the Corporate
Governance Committee are independent as that term is defined in Rule 5605 of the
NASDAQ listing standards.  The members of the Corporate Governance Committee are
Messrs.  Young  (Chair),  Bogino  and  Fleming  and Ms. Woodford.  The Corporate
Governance  Committee  operates  pursuant  to  a  written charter adopted by the
Board.  The  Corporate  Governance  Committee  met  six  times  during  2009.

     The  Corporate  Governance  Committee  has  a  formal  policy regarding the
consideration  of  director  candidates  recommended  by shareholders which sets
forth  the  minimum  qualifications of suitable nominees for director as well as
approved  processes  for  identifying  and  evaluating  nominees.  The Corporate
Governance  Committee  will  consider  any  director  candidate  recommended  by
shareholders  in  accordance  with the standards set forth in its Charter.  Such
suggestions,  together  with  appropriate  biographical  information,  should be
submitted  to:  SBT  Bancorp,  Inc.,  Attn:  Gary  R.  Kevorkian, Secretary, 760
Hopmeadow  Street,  P.O.  Box  248,  Simsbury,  Connecticut  06070.  Possible
candidates  who  have  been  suggested  by  shareholders  are  evaluated  by the
Corporate  Governance  Committee  in  the  same  manner  as  are  other possible
candidates.

     The general criteria used to establish the traits, abilities and experience
that  the Corporate Governance Committee looks for in determining candidates for
election  to  the  Board  include  highest  ethical character, independence from
Management,  ability  to  represent  all shareholders of the Company, ability to
exercise  sound  business judgment, relevant expertise and experience that would
benefit  the  Company  and the ability to offer advice and guidance to the Chief
Executive  and  the Board.  Key among the criteria is a director's existing ties
to the Company's markets and adherence to Company's Code of Ethics and Conflicts
of  Interest  Policy.  All  directors  are  subject to mandatory retirement from
service  on  the Company's Board of Directors upon reaching seventy-six years of
age.  The  Corporate  Governance  Committee  has  not adopted a formal diversity
policy  with  regard  to  the  selection  of  director  nominees.  However,  the
Corporate  Governance  Committee  considers diversity as a factor in identifying
director  nominees  and  believes the Board as a whole should be a diverse body,
with  diversity  reflecting age, gender, background and professional experience.

     Executive Committee of the Company.  The Executive Committee is responsible
for  the  general  supervision  of the Company's affairs between meetings of the
full  Board,  oversees  the  Company's  investments, asset/liability management,
budget  and capital planning and reviews the Company's interest rate sensitivity
and  deposit  and loan pricing.  The Executive Committee also is responsible for
overseeing  the  Company's  information  technology  planning,  security  and
development.  The members of the Executive Committee are Messrs. Bogino (Chair),
Geitz,  Odlum,  Sessions and Young.  The Executive Committee met 13 times during
2009.

     Investment  Services  Committee  of  the  Company.  The Investment Services
Committee  has  oversight  of  the  performance  of  the  Bank's  wholly-owned
subsidiary,  SBT  Investment  Services,  Inc.,  reviews the financial and market
performance  of  the  subsidiary offering non-deposit products, including review
and  approval of the selection of and contracts with third party broker/dealers,
review  of all product types sold, appointment of Bank Management to fill needed
roles,  recommendation of prudent policies and procedures, setting of commission
structures  and  oversight  of  compliance  with  applicable  regulations.  The
Committee  also  evaluates  opportunities  in  the marketplace for enhancing the
Company's  offering  of  non-deposit  products and services.  The members of the

      

Investment  Services  Committee  are  Messrs.  Young  (Chair),  Bogino,  Geitz,
Kevorkian,  Reynolds.  The Investment Services Committee met four times in 2009.

     Personnel  Committee  of  the  Company.  The  Personnel  Committee performs
functions  that are similar to those of a compensation committee.  The Personnel
Committee determines the compensation of the Bank's employees, which include the
Company's  executive  officers.  In  determining  the compensation of the Bank's
employees,  including  the Company's executive officers, the Personnel Committee
considers  the  recommendations  of  Martin  J.  Geitz, President and CEO of the
Company  and  the  Bank.  The  members  of  the  Personnel Committee are Messrs.
Sessions  (Chair),  Guarco,  Kevorkian,  Reynolds and Young.  All members of the
Personnel  Committee  are independent in accordance with Rule 5605 of the NASDAQ
listing  standards.  The  Personnel  Committee  does not have a written charter.
The  Personnel  Committee  met  eight  times  in  2009.

Bank  Committee

     The  Bank's  Board  of Directors has a Loan Committee, all of whose members
are  directors  of  both  the  Bank  and  the  Company.  The  Loan  Committee is
responsible  for  the  review  and approval of consumer, mortgage and commercial
loan  requests above the respective individual or collective lending authorities
of  Bank  loan  officers  as  established  in  the Bank's Loan Policy.  The Loan
Committee  is  also  responsible  for ensuring compliance with the Bank's credit
policies  as  annually  approved by the Bank's Board of Directors, including the
review and monitoring of the diversification of the loan portfolio and oversight
of  the  Bank's  compliance with the Community Reinvestment Act (CRA).  The Loan
Committee  also  reviews  and monitors the growth and credit quality of the loan
portfolio, including loan originations, delinquencies, risk rating changes, loan
loss reserves and loan collection activities.  The members of the Loan Committee
are  Messrs.  Bogino  (Chair),  Geitz,  Kevorkian, Sessions and Young.  The Loan
Committee  met  25  times  during  2009.

Availability  of  Committee  Charters

     The  Audit  and Compliance Committee and the Corporate Governance Committee
each operates pursuant to a separate written charter adopted by the Board.  Each
committee reviews its charter at least annually.  The two committee charters can
be viewed at http://www.simsburybank.com/aboutus-shareholders.php.  Each charter
is  also available in print to any shareholder who requests it.  The information
contained  on  the  website  is  not  incorporated  by  reference  or  otherwise
considered  a  part  of  this  document.

Board  Meetings

     The  Board  held  18  meetings,  including the annual shareholders meeting,
during  2009.  All of the Company's incumbent directors attended at least 75% of
the  aggregate of (i) the total number of meetings of the Board of Directors and
(ii)  the  total  number  of  meetings  held  by  the Committees of the Board of
Directors  on  which  such  directors  served  during  2009.

     Board  members  are  expected  to  attend  the  Company's annual meeting of
shareholders.  Nine of the 10 Company directors attended the May 12, 2009 annual
meeting  of  shareholders  of  the  Company.

Shareholder  Communications

     The  Board  of  Directors  has  a  formal  process in place for shareholder
communication  to  the  Board  of  Directors  or  any  individual  director.
Shareholders  wishing  to  communicate  with  the  Board  of  Directors  or  any
individual  director  may  write  to  SBT  Bancorp,  Inc.,  Gary  R.  Kevorkian,
Secretary, 760 Hopmeadow Street, P.O. Box 248, Simsbury, Connecticut 06070.  All
communications received of a relevant nature will be forwarded to the full Board
or appropriate individual director as directed.  The Board of Directors believes
this  approach  is  reasonable  in  light  of  the  relatively  small  number of
shareholders  of  the  Company and the relatively small number of communications
the  Board  expects  to  receive  in  the  foreseeable  future.

      

Code  of  Ethics  and  Conflicts  of  Interest  Policy

     The  Company  has adopted a Code of Ethics and Conflicts of Interest Policy
that  applies to all employees, officers and directors.  The Company will supply
a  copy  of  the Code of Ethics and Conflicts of Interest Policy upon written or
oral  request.  To  obtain  a  copy please write to us at SBT Bancorp, Inc., 760
Hopmeadow  Street,  P.O.  Box  248, Simsbury, Connecticut 06070-0248 or call the
Company  at  (860)  408-5493.

                         COMPENSATION AND OTHER MATTERS
Executive Compensation

     The following table presents information relating to the compensation of
the Company's CEO and the two other executive officers (NEOs) named below for
the fiscal years ended December 31, 2009 and 2008.
       
         
                                               Summary Compensation Table

Name and principal    Year      Salary        Bonus     Stock      Option     Non-equity      Non-      All other    Total
      position                                           awards     awards     incentive    qualified    Compen-
                                                                                 plan       deferred     sation
                                                                                compen-     earnings
                                                                                sation
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
Martin J. Geitz        2009  $187,400 (1)       $0 (2)       $0       $0 (4)           $0      $0       $23,363(6)  $210,763
President & Chief      2008  $181,804 (1)       $0 (3)       $0  $60,179 (5)           $0      $0       $19,183(6)  $261,166
Executive Officer

Anthony F. Bisceglio   2009  $135,000      $10,000 (2)       $0       $0               $0      $0        $5,238(7)  $150,238
Executive Vice         2008  $129,735           $0 (3)       $0       $0               $0      $0        $5,637(7)  $135,372
President & Chief
 Financial Officer

Paul R. Little         2009  $127,100       $4,500 (2)       $0  $28,401 (8)           $0      $0        $4,083(10) $164,084
Senior Vice
 President &           2008  $123,147           $0 (3)       $0  $28,401 (9)           $0      $0        $4,297(10) $155,845
Chief Lending
 Officer
        

(1)  Mr. Geitz  also  serves as a director, but did not receive any compensation
     for  those  services.

(2)  2009 performance  bonus  to  be  paid  in  2010.

(3)  2008 performance  bonus  paid  in  2009.

(4)  The dollar  value of the stock options was determined using the calculation
     explained in Footnote 17 of the Consolidated Financial Statements appearing
     in  the  Company's 2009 Annual Report. Options may not be exercised in full
     or  in part prior to the expiration of one year from the date of grant. One
     third  of the options become exercisable on each of the first through third
     annual  anniversary  dates  of  the  grant.

(5)  The dollar  value of the stock options was determined using the calculation
     explained in Footnote 16 of the Consolidated Financial Statements appearing
     in  the  Company's 2008 Annual Report. Options may not be exercised in full
     or  in part prior to the expiration of one year from the date of grant. One
     third  of the options become exercisable on each of the first through third
     annual  anniversary  dates  of  the  grant.

(6)  Includes  Mr. Geitz's personal use of a Bank-leased automobile, annual dues
     for  country  club  membership,  employer match of 401k Plan contributions,
     employer-paid  premiums  for group term life insurance in excess of $50,000
     and employer-paid portion of health insurance normally paid by an employee.

(7)  Includes  Mr.  Bisceglio's  employer  match  of 401k Plan contributions and
     employer-paid  premiums for group term life insurance in excess of $50,000.

(8)  The dollar  value of the stock options was determined using the calculation
     explained in Footnote 17 of the Consolidated Financial Statements appearing
     in  the  Company's 2009 Annual Report. Options may not be exercised in full
     or  in part prior to the expiration of one year from the date of grant. One
     third  of the options become exercisable on each of the first through third
     annual  anniversary  dates  of  the  grant.

(9)  The dollar  value of the stock options was determined using the calculation
     explained in Footnote 16 of the Consolidated Financial Statements appearing
     in  the  Company's 2008 Annual Report. Options may not be exercised in full
     or  in part prior to the expiration of one year from the date of grant. One
     third  of the options become exercisable on each of the first through third
     annual  anniversary  dates  of  the  grant.

(10) Includes  Mr.  Little's  employer  match  of  401k  Plan  contributions and
     employer-paid  premiums for group term life insurance in excess of $50,000.

(11) Includes  Mr.  Zern's  employer  match  of  401k  Plan  contributions  and
     employer-paid  premiums for group term life insurance in excess of $50,000.

      

     The  Personnel  Committee  is responsible for reviewing the performance and
establishing  the  compensation  of  the  Bank's  officers  and  key  employees,
including  the Company's executive officers.  The Committee relies upon industry
information,  including  surveys  of  similarly  sized and located institutions,
gathered  by  Management  at  the  Committee's  request,  and targets the Bank's
compensation  to  be generally at the level of its peer group institutions.  The
members  of  this  committee  are  Messrs.  Sessions (Chair), Guarco, Kevorkian,
Reynolds  and  Young.
The Personnel Committee did not retain the services of a compensation consulting
firm for 2009.  With respect to 2010, the Personnel Committee anticipates hiring
a compensation consulting firm and is presently soliciting bids from such firms.

Employment  Agreements

     The Bank maintains employment agreements with the following named executive
officers:  Messrs.  Geitz,  Bisceglio  and Little.  The continued success of the
Company  and  the  Bank  depends  to  a  significant  degree  on  the skills and
competence  of  these  officers.  These  agreements  are  with the Bank, not the
Company.

     Martin  J.  Geitz,  President  and  Chief  Executive Officer - The Bank and
Martin  J. Geitz are parties to an Employment Agreement, effective as of October
4,  2004, which was subsequently amended effective as of December 31, 2008.  The
term of that agreement is the earlier to occur of Mr. Geitz attaining the age of
sixty-five  or  the termination of Mr. Geitz's contract voluntarily or upon some
other  basis.  Mr.  Geitz  is  to  be  paid  a  salary  of  $170,000, subject to
adjustment  by the Board.  In addition, Mr. Geitz is entitled to an annual bonus
in  an  amount  and  form  set by the Board.  Option grants are discussed in the
footnotes  of  the  Summary Compensation Table and the Outstanding Equity Awards
Table.  Mr.  Geitz  is  entitled to: (1) participate in the Bank's comprehensive
health  insurance  and  major medical coverage; (2) participate in any long-term
disability  insurance  plan  and  pension  plan maintained by the Bank; (3) paid
vacation  of  four  weeks  per  year;  (4) the use of an automobile for business
purposes;  (5)  membership  in a private "country" or similar golf club; and (6)
attendance  at two banking trade association conventions per year, including the
cost  of  attendance  and  travel  for  Mr.  Geitz and his spouse.  The Bank may
terminate  Mr. Geitz's employment at any time without notice.  The Bank may give
up  to  sixty days' prior notice of the termination.  If such notice is given to
Mr.  Geitz, the Bank may require him to remain in the employ of the Bank for the
period of notice given.  If the Bank terminates Mr. Geitz's employment for other
than Cause or due to a Change in Control or potential Change in Control (as such
terms  are  defined in the Employment Agreement), Mr. Geitz shall be entitled to
receive  a lump sum payment equal to the aggregate of:  (1) twelve months of Mr.
Geitz's  then  current salary base salary; (2) an amount equal to bonus to which
he  would  have  been  entitled  under  the  agreement  had  a Change of Control
occurred;  (3) payment for any accrued but unused vacation time; and (4) payment
of  Mr.  Geitz's  medical insurance for twelve months following his termination.
This lump sum amount shall be reduced by any compensation Mr. Geitz receives for
other  employment  after  the  termination of his employment with the Bank.  Mr.
Geitz  may  voluntarily terminate his employment on ninety days' prior notice to
the  Bank,  however,  notice  need  not  be given where the termination has been
approved  by  the  Board of Directors or there has been a material breach of the
Bank's obligations under the agreement.  If Mr. Geitz fails to meet the terms of
the agreement concerning his voluntary termination, the Bank will be entitled to
enjoin  Mr. Geitz's employment with any significant competitor of the Bank for a
period  of  twelve  months.  In  the  event  of a Change in Control or Potential
Change  in  Control  of  the Bank or the Company, Mr. Geitz would be entitled to
receive  (1)  credit  for  his years of service to the Bank plus five additional
years for purposes of vesting and calculation of benefits under any benefit plan
of  the  Bank  or  a  successor thereto; (2) twelve months notice of termination
during  which  time  he shall receive payment at his then current salary and the
highest  bonus  received  by  Mr.  Geitz during the preceding thirty-six months,
provided  that  if  the  Change in Control occurs prior to December 31, 2005 the
amount of the bonus will equal $25,000; (3) a lump sum cash payment in an amount
equal  to  the  sum of Mr. Geitz's then current salary plus the highest bonus he
had received during the preceding 36 months; and (4) outplacement services in an
amount  not to exceed $10,000. Mr. Geitz is not entitled to receive compensation
or  other  benefits for any period after termination for Cause.  Notwithstanding
anything  to  the  contrary  set  forth in Mr. Geitz's Employment Agreement, any
payments  due  to  Mr. Geitz as a result of his termination of employment may be
delayed  for  up  to  six months after his termination of employment if the Bank
determines  that  the  delay  is  necessary  to  comply with Section 409A of the
Internal  Revenue  Code.  In  the event that payments are delayed, the Bank will
pay  5%  simple  interest  on  such  delayed  payments  to  Mr.  Geitz.
      

     The  Personnel  Committee  of  the  Company  has  authorized a Supplemental
Executive  Retirement  Agreement  with  Mr.  Geitz.  However, as a result of the
Company's  participation  in  the  Capital  Purchase  Program  under  the  U.S.
Treasury's  Troubled  Asset  Relief Program, the proposed Supplemental Executive
Retirement  Agreement  with Mr. Geitz has not been implemented.  If and when the
agreement  is implemented, the Personnel Committee of the Company has authorized
the  payment  of  a  supplemental  annual  pension  of $82,800, payable in equal
monthly  installments,  for  a  period  of  fifteen years, to Mr. Geitz upon his
retirement  on  or  after  attaining  the  age  of  65.  The Personnel Committee
anticipates  that  other  provisions  of  the  Supplemental Executive Retirement
Agreement  with  Mr.  Geitz  would  be  substantially  similar to the provisions
contained  in  Mr.  Bisceglio's  Supplemental  Executive  Retirement  Agreements
described  below.

     Anthony  F.  Bisceglio,  Executive  Vice  President,  Treasurer  and  Chief
Financial  Officer  - Anthony F. Bisceglio is an at-will employee of the Company
and  the  Bank.  He is entitled to receive paid time off of 28 days per year and
to  participate  in the Bank's benefit plans, including its medical plan, dental
plan  and  401k  retirement plan.  The Bank has entered into a Change in Control
Agreement with Mr. Bisceglio dated July 30, 1999, which was subsequently amended
as  of  December 31, 2008.  That Agreement provides for payment to Mr. Bisceglio
in  the  event  of  a  Change in Control or Potential Change in Control (as such
terms  are  defined  in  the  Change in Control Agreement) of the Company or the
Bank.  Under those circumstances, Mr. Bisceglio would be entitled to receive (1)
credit  for  his  years  of  service to the Bank plus five years for purposes of
vesting  and  calculation  of  benefits  under any benefit plan of the Bank or a
successor  thereto, (2) twelve months notice of termination during which time he
shall  receive payment at his then current salary and the highest bonus received
by  Mr. Bisceglio during the preceding 36 months, (3) a lump sum cash payment in
an  amount  equal  to  the  sum  of Mr. Bisceglio's then current salary plus the
highest  bonus  he  had  received  during  the  preceding  36  months,  and  (4)
outplacement  services  in  an  amount  not  to exceed $10,000.  Notwithstanding
anything  to  the  contrary  set  forth  in  Mr.  Bisceglio's  Change in Control
Agreement,  any  payments due to Mr. Bisceglio as a result of his termination of
employment  may  be  delayed  for  up  to  six  months  after his termination of
employment  if  the  Bank  determines that the delay is necessary to comply with
Section  409A  of  the  Internal  Revenue  Code.  In the event that payments are
delayed,  the  Bank  will pay 5% simple interest on such delayed payments to Mr.
Bisceglio.

     The  Bank  entered  into a Supplemental Executive Retirement Agreement with
Mr.  Bisceglio  dated  April  23,  2001.  This  Agreement provides that upon Mr.
Bisceglio's  retirement  on  or after attaining age 65, the Bank shall pay him a
supplemental  annual  pension of $10,000, payable in equal monthly installments,
for  a period of twenty years.  Upon Mr. Bisceglio's death, while still actively
employed  with  the  Bank,  his  designated  beneficiary shall receive an annual
survivor's  benefit equal to $10,000, payable in equal monthly installments, for
a  period  of  twenty  years.  Upon  Mr.  Bisceglio's death, while receiving the
supplemental  annual  pension,  his  designated  beneficiary  shall  receive the
remaining  equal  monthly  payments  which would have been due to Mr. Bisceglio.
Furthermore,  upon a change in control of the Company or the Bank, Mr. Bisceglio
would  be  credited  with five years of service with respect to the Supplemental
Executive  Retirement  Agreement.  The  Personnel  Committee  of the Company has
authorized  an  additional  $21,500  annual supplemental pension payable over 15
years  to  Mr.  Bisceglio  on substantially the same terms as the SERP agreement
with  Mr.  Bisceglio dated April 23, 2001.  The Bank anticipates entering into a
second  Supplemental  Executive  Retirement  Agreement  with  Mr.  Bisceglio
formalizing  these  additional  benefits  in  the  near  future.

     Paul  R.  Little, Senior Vice President and Chief Lending Officer - Paul R.
Little  is an at-will employee of the Bank.  He is entitled to receive paid time
off  of  28  days  per  year  and  to  participate  in the Bank's benefit plans,
including  its medical plan, dental plan and 401k retirement plan.  The Bank has
entered  into  a  Change  in  Control  Severance Agreement with Mr. Little dated
December  30, 2008.  Under the Change in Control Severance Agreement, Mr. Little
is  entitled  to  the  following compensation if his position is terminated as a
result  of a Change in Control (as such term is defined in the Change in Control
Severance  Agreement):  (1) a lump sum payment equal to two years of base salary
and  bonus;  (2)  accelerated  vesting  of  his  stock  options  and  any  other
performance related incentive compensation awards; and (3) 24 months of coverage
of  health  benefits  on  the  same terms as were provided prior to termination.
Notwithstanding  anything  to  the  contrary set forth in Mr. Little's Change in
Control  Severance  Agreement, any payments due to Mr. Little as a result of his
termination  of  employment  may  be  delayed  for  up  to  six months after his
termination  of employment if the Bank determines that the delay is necessary to
comply  with  Section  409A  of  the  Internal  Revenue  Code.

      

Effect of Participation in Treasury's Capital Purchase Program

On  March  27,  2009,  we  entered into a Securities Purchase Agreement with the
United  States Department of the Treasury that provides for our participation in
the Capital Purchase Program ("CPP") under the Treasury's Troubled Assets Relief
Program ("TARP").  CPP participants must accept several NEO compensation-related
limitations  that  are associated with this Program.  On March 27, 2009, each of
our  NEOs agreed in writing to accept the CPP compensation standards and thereby
cap  or  eliminate  some  of  their contractual or legal rights.  The provisions
agreed  to  were  as  follows:

     -    No Golden  Parachute  Payments.  "Golden  parachute  payment"  under
          the  CPP  means  a  severance  payment  resulting  from  involuntary
          termination  of  employment,  or from bankruptcy of the employer, that
          exceeds  three  times  the  terminated  employee's average annual base
          salary  over the five years prior to termination. Our NEOs have agreed
          to  forego all golden parachute payments for as long as two conditions
          remain true: They remain "senior executive officers" (CEO and the next
          two  highest-paid  executive  officers), and the Treasury continues to
          hold  our equity or debt securities we issued to it under the CPP (the
          period  during  which  the Treasury holds those securities is the "CPP
          Covered  Period").

     -    Recovery  of  Bonus,  Retention  Awards,  and  Incentive  Compensation
          if  Based  on Certain Material Inaccuracies. Our NEOs have also agreed
          to  a "clawback provision," which means that we can recover any bonus,
          retention  award or incentive compensation paid during the CPP Covered
          Period that is later found to have been based on materially inaccurate
          financial  statements  or  other materially inaccurate measurements of
          performance.

     -    No Compensation  Arrangements  that  Encourage  Excessive  Risks.
          During  the  CPP  Covered  Period,  we  are  not allowed to enter into
          compensation arrangements that encourage NEOs to take "unnecessary and
          excessive  risks that threaten the value" of our company. To make sure
          this  does  not happen, the Personnel Committee is required to meet at
          least  once  a  year  with  our  senior  risk  officers  to review our
          executive  compensation  arrangements  in  the  light  of  our  risk
          management  policies  and  practices.

     -    Limitation  on  Federal  Income  Tax  Deductions.  During  the  CPP
          Covered  Period,  we  are  not  allowed  to  take  federal  income tax
          deductions  for  compensation  paid  to  senior  executive officers in
          excess  of  $500,000  per  year.

Effect  of  the  Restrictions  Added  by  2009  Stimulus  Act

     On  February  17,  2009,  President  Obama signed the American Recovery and
Reinvestment  Act  of  2009  (the  "Stimulus  Act")  into law.  The Stimulus Act
modified  the  compensation-related  limitations  contained  in the CPP, created
additional  compensation-related  limitations  and directed the Secretary of the
Treasury  to  establish  standards  for  executive  compensation  applicable  to
participants  in  the  TARP.  On  June  10,  2009, the Secretary of the Treasury
announced  interim  final  rules  to  establish  such  standards.  The
compensation-related  limitations  modified  by  the  Stimulus Act and the rules
established  by  the  Secretary  of  the  Treasury  are  as  follows:

     -    No Severance  Payments.  "Golden  parachutes"  were  redefined  as any
          payment  for  the  departure  from  the Company for any reason, or any
          payment  due  to  a  change  in control of the Company, except for (a)
          payments  for services performed or benefits accrued, (b) payments due
          to  the  employee's  death  or disability, (c) payments required to be
          made  pursuant to state statutes or foreign laws, or (d) payments made
          pursuant  to  a qualified pension or retirement plan. Consequently, we
          are  prohibited  from  making  any  severance  payment  during the CPP
          Covered  Period  to  our  "senior  executive officers" (defined as the
          principal  executive  officer, the principal financial officer and the
          next  three  most highly compensated employees) and our next five most
          highly  compensated  employees  (total  of  ten  employees).

     -    Recovery  of  Bonus,  Retention  Awards  and Incentive Compensation if
          Based  on  Certain  Material  Inaccuracies.  The  "clawback provision"
          discussed above was extended to apply to any bonus, retention award or
          awards  and incentive compensation paid to any of our senior executive
          officers or our next 20 most highly compensated employees (total of 25

      

          employees)  during  the CPP Covered Period that is later found to have
          been  based on materially inaccurate financial statements or any other
          materially  inaccurate  performance  metric  criteria.  A  financial
          statement or performance metric criteria will be treated as materially
          inaccurate  with  respect  to  any  employee  who knowingly engaged in
          providing  inaccurate  information  (including  knowingly  failing  to
          timely  correct  inaccurate  information)  relating to those financial
          statements  or  performance  metrics.

     -    No Compensation  Arrangements  that  Encourage  Earnings
          Manipulation.  During  the  CPP  Covered Period, we are not allowed to
          enter  into  compensation  arrangements that encourage manipulation of
          our  reported  earnings  to  enhance  the  compensation  of any of our
          employees.

     -    Limit on  Incentive  Compensation.  Effective  June  15,  2009,  the
          Company  is prohibited from making payments or accruals during the CPP
          Covered Period of any bonus, retention award or incentive compensation
          to our most highly compensated employee other than awards of long-term
          restricted  stock  that  (i)  do not fully vest during the CPP Covered
          Period,  and (ii) have a value not greater than one-third of the total
          annual  compensation of the award recipient. The prohibition on bonus,
          incentive compensation and retention awards does not preclude payments
          required  under  written employment contracts entered into on or prior
          to  February  11,  2009.

     -    Personnel  Committee  Functions.  The  Personnel  Committee  is  to be
          comprised  solely  of  independent  directors. The Personnel Committee
          must  meet  at  least  semiannually  to  review  and  evaluate (i) the
          compensation  plans  of  the  senior executive officers to ensure that
          these  plans  do  not  encourage the senior executive officers to take
          unnecessary  and excessive risks, (ii) all employee compensation plans
          for  risks posed by these plans and methods to reduce these risks, and
          (iii)  all  employee  compensation plans to ensure that these plans do
          not  encourage  manipulation  of the Company's earnings to enhance the
          compensation  of  any  employee.

     -    Compliance  Certifications.  The  Stimulus  Act  and  rules  also
          require written certification by our Chief Executive Officer and Chief
          Financial  Officer  of the Company's compliance with the provisions of
          the  Stimulus  Act.  These  certifications  must  be  contained in the
          Company's  Annual Report on Form 10-K beginning with the Annual Report
          on  Form  10-K  for  the  fiscal  year  ended  December  31, 2009. The
          Personnel  Committee  must  also provide to the U.S. Department of the
          Treasury  and  the Company's primary regulator, within 120 days of the
          Company's  fiscal  year  end, (i) a certification that it has reviewed
          all  senior  executive  officers compensation plans and employee plans
          and  (ii)  a  narrative  description  identifying all senior executive
          officer  compensation  plans  and  all employee compensation plans and
          describing  how  unnecessary and excessive risks have been limited and
          how  the  plans  do  not  encourage  the manipulation of the Company's
          earnings  to  enhance  the  compensation  of  any  employee.

     -    Perquisite  Disclosure.  Within  120  days  of  its  fiscal  year end,
          the  Company  must  disclose  any perquisite whose total value exceeds
          $25,000  for  our  most  highly  compensated  employee  and  provide a
          narrative  description of the amount, nature and justification for the
          perquisite  to  the  U.S. Department of the Treasury and the Company's
          primary  regulator.

     -    Compensation  Consultant  Disclosure.  If  the  Company,  its Board of
          Directors  or  the  Personnel  Committee  engaged  a  compensation
          consultant,  the  Company  must  provide  a  narrative  description
          describing  all  types  of  services  provided  by  the  compensation
          consultant  over  the  past  three years to the U.S. Department of the
          Treasury  and  the  Company's primary regulator within 120 days of its
          fiscal  year  end.

     -    Prohibition  on  Gross-Ups.  The  Company  is  prohibited  from
          providing  (formally  or  informally)  gross-ups  to any of the senior
          executive  officers and the next 20 most highly compensated employees.

     -    Excessive  or  Luxury  Expenditures  Policy.  The  Company is required
          to  establish  and maintain an excessive or luxury expenditures policy
          and provide this policy to the U.S. Department of the Treasury and the

      

          Company's  primary regulator and post it on the Company's website. The
          Company's  Excessive  or  Luxury  Expenditures Policy can be viewed at
          http://www.simsburybank.com/aboutus-shareholders.php.

     -    Treasury  Review  of  Bonuses  Previously  Paid.  The  Stimulus  Act
          directs  the Secretary of the Treasury to review all compensation paid
          to  our  senior  executive  officers  and  our  next  20  most  highly
          compensated  employees  to  determine  whether  any such payments were
          inconsistent  with  the purposes of the Stimulus Act or were otherwise
          contrary  to  the  public  interest.  If the Secretary of the Treasury
          makes  such  a  finding,  the Secretary of the Treasury is directed to
          negotiate  with  the  CPP  recipient  and  the  subject  employee  for
          appropriate  reimbursements  to the federal government with respect to
          compensation  and  bonuses  found  to  be  excessive.

     -    Say on  Pay.  Under  the  Stimulus  Act,  the  SEC  is  required  to
          promulgate rules requiring an advisory, non-binding say on pay vote by
          the  shareholders  on  executive  compensation  at  the annual meeting
          during  the  CPP  Covered  Period.  The  Company has complied with the
          provisions of the Stimulus Act and its implementing regulations in all
          respect, which includes the submission of "Item 3: Non-Binding Vote on
          Compensation  of  Named  Executive  Officers"  set forth in this proxy
          statement.
       
         
Outstanding  Equity  Awards  at  Fiscal  Year-End


         Name                                         Option awards
                        Number of        Number of          Equity          Option        Option
                        securities      securities         incentive       exercise     expiration
                        underlying      underlying           plan            price         date
                       unexercised      unexercised         awards:          ( $ )
                         options          options          Number of
                           (#)              (#)           securities
                       Exercisable    Un-exercisable      underlying
                                                          unexercised
                                                           unearned
                                                            options
                                                              (#)
---------------------------------------------------------------------------------------------------
                                                                                               
Martin J. Geitz,
 President & Chief
 Executive Officer        21,000 (1)                 0                 0       $31.500   12/20/2015

Anthony F. Bisceglio,
 Executive Vice
 President, Treasurer
 & Chief Financial
 Officer                           0                 0                 0            $0

Paul R. Little,
 Senior Vice President
 & Chief Lending
 Officer                   7,000 (2)         3,500 (2)                 0       $30.000    5/16/2017
        

     (1)  Options  vest  at  the  rate  of  33 1/3% per year, with vesting dates
          of  12/21/2006,  12/21/2007  and 12/21/2008. Vesting is conditioned on
          the  named  individual  remaining  an  employee  until the end of each
          vesting  period.  Vesting  may  be accelerated under the circumstances
          described  in  Mr. Geitz's employment agreement and the Company's 1998
          Stock  Plan.

     (2)  Options  vest  at  the  rate  of  33 1/3% per year, with vesting dates
          of  5/17/2008,  5/17/2009 and 5/17/2010. Vesting is conditioned on the
          named  individual  remaining an employee until the end of each vesting
          period.  Vesting  may be accelerated under the circumstances described
          in  Mr.  Little's  offer letter agreement and the Company's 1998 Stock
          Plan.

      

Director  Compensation

     The  Company  has  adopted  a  Director  Compensation Plan for non-employee
directors.  During 2009, directors were compensated for service by means of: (1)
an  annual  retainer  of  $4,000  per  director; (2) $450 for each Board meeting
attended in person; and (3) $150 for each standing committee meeting attended in
person.  That  compensation  rate  structure  remains  in effect.  No individual
arrangements  were  granted  during  2009.  The  following  table sets forth the
amount  of  compensation  paid  to  non-employee  directors  in  2009.

       
         

                                      Director Compensation


       Name           Fees      Stock    Option   Non-equity        Non-        All other      Total
                     earned    awards    awards    incentive     qualified     Compensation
                     or paid                         plan         deferred
                     in cash                        compen-     compensation
                                                    sation        earnings
------------------------------------------------------------------------------------------------------
                                                                                                   
Robert J. Bogino      $17,800       $0        $0           $0              $0            $0    $17,800

James F. Fleming      $10,750       $0        $0           $0              $0            $0    $10,750

Edward J. Guarco      $11,500       $0        $0           $0              $0            $0    $11,500

Gary R. Kevorkian     $15,100       $0        $0           $0              $0            $0    $15,100

George B. Odlum       $11,950       $0        $0           $0              $0            $0    $11,950

Rodney R. Reynolds    $11,950       $0        $0           $0              $0            $0    $11,950

David W. Sessions     $16,300       $0        $0           $0              $0            $0    $16,300

Penny R. Woodford     $11,950       $0        $0           $0              $0            $0    $11,950

Lincoln S. Young      $17,500       $0        $0           $0              $0            $0    $17,500
        

Director nominee Jerry Long did not serve on the Board of Directors in 2009 and,
therefore, did not receive any compensation as a director in 2009.

Stock  Option  Plan

     The  Company  previously  issued  options  to purchase shares of its common
stock  under  the  SBT Bancorp 1998 Stock Plan.  As of March 12, 2010, there are
options  outstanding  to purchase an aggregate of 51,189 shares of the Company's
authorized but unissued common stock at a price of between $15.65 and $36.55 per
share  and  which  will expire between the years 2011 and 2017.  The SBT Bancorp
1998  Stock  Plan  expired  in  March  2008.  Accordingly, there were no options
available to be granted during the year ended December 31, 2009 to the Company's
named  executives  or  any  other  employees.

     The  following  table  sets forth the total number of securities authorized
for  issuance  under  equity  compensation  plans  as  of  December  31,  2009.

       
         

                                 Number of
                              securities to be                         Number of securities
                                issued upon      Weighted-average     remaining available for
                                exercise of       exercise price of    future issuance under
                                outstanding         outstanding       equity compensation plans
                              options, warrants   options, warrants    (excluding securities
                                 and rights          and rights       reflected in column (a))
                                    (a)                 (b)                     (c)
                             ------------------  ------------------  --------------------------
                                                                                  
Equity compensation plans
 approved by shareholders          51,189              $30.33                    0
Equity compensation plans not
 approved by shareholders               0                   0                    0
                             ------------------  ------------------  --------------------------
                 Total             51,189              $30.33                    0
                             ==================  ==================  ==========================
        

      

Compensation  Committee  Interlocks  and  Insider  Participation

     The  members  of  the  Personnel  Committee  are  Messrs. Sessions (Chair),
Guarco,  Kevorkian, Reynolds and Young.  Messrs. Sessions, Guarco and Kevorkian,
or  their  affiliates,  have  engaged  in  loan  transactions  with the Bank, as
discussed  below, in "Certain Transactions."  No other relationships required to
be  reported  under  the  rules  promulgated  by  the  Securities  and  Exchange
Commission  exist  with  respect  to  members  of  our  Personnel  Committee.

Certain  Transactions  with  Related  Persons

     During  2009  and  2008,  certain  of  the Company's and the Bank's current
directors,  executive  officers  and their affiliates had outstanding loans from
the  Bank.  The  largest  aggregate  amount of such loans outstanding during the
period  from  January  1,  2009  to February 12, 2010 was on June 18, 2009 in an
aggregate amount of $7,022,043, which represented 32.80% of the Bank's equity on
that  date,  and  approximately 3.67% of the Bank's outstanding loans as of that
date.  All  such  loans were made in the ordinary course of the Bank's business,
were  made  on  substantially  the  same  terms,  including  interest  rates and
collateral,  as  those  prevailing  at the time for comparable transactions with
other persons and did not involve more than the normal risk of collectability or
present  other  unfavorable  features.

     During  2009  and 2008 the Bank paid $65,420 and $61,548, respectively, for
rent  and related expenses of the Bank's Granby branch office to Granby Pharmacy
Shoppers  Plaza,  LLC,  a  company  of which Mr. Kevorkian, one of the Company's
directors,  is  a principal.  Of these amounts paid, $13,264 and $9,392 were for
real  estate taxes on the property during 2009 and 2008, respectively.  The Bank
believes this to represent a fair market value lease.  During 2009 and 2008, the
Bank  paid  $3,299  and  $9,374, respectively, for oil costs to Stateline Oil, a
company  of  which Edward Guarco, one of its principals, is also a member of the
Company's  board  of  directors.

Policy  and  Procedures  for  Review, Approval or Ratification of Related Person
Transactions

     Our  related  person transaction practices and policies between the Company
or  any  of  its subsidiaries and an executive officer, director or an immediate
family  member  are  currently  governed  by  the  Company's  Code of Ethics and
Conflicts  of Interest Policy (the "Code of Ethics").  In the ordinary course of
business, directors (or a business in which the director is a partner, director,
shareholder  or  executive  officer)  may  provide services to the Company or to
customers  of  the  Bank.  We  require  our  directors and executive officers to
complete  a  questionnaire, annually, to provide information specific to related
party  transactions.

     Once  we  become aware of a proposed or a recurring activity with a related
party,  it  is  referred to the Chairman of the Board of Directors and the Chief
Executive  Officer  who  are  authorized  to  determine  whether  the  activity
constitutes  a  conflict  of  interest  and  to  act upon that determination.  A
transaction  with a related party shall be consummated or shall continue only if
such  transaction  is in accordance with the guidelines set forth in the Code of
Ethics.  Any  material  related  person  transaction  involving officers will be
disclosed  to  the  Chief  Executive  Officer  and  any  material  related party
transactions  involving  the  Chief  Executive  Officer  or  a  director will be
disclosed  to  the  Chairman  of  the  Corporate  Governance  Committee.
Recommendation of the Board of Directors

     The  Board  of Directors intends to vote all proxies held by it in favor of
all  director  nominees,  unless shareholders direct otherwise.  Election to the
Board  of  the  four  Class  II  directors  of  the  Company  shall  require the
affirmative  vote  of  a plurality of the votes cast at the 2010 Annual Meeting.
Abstentions  and broker non-votes with respect to the election of directors will
not  be included in determining whether nominees have received the votes of such
plurality.

      

     THE  BOARD  RECOMMENDS UNANIMOUSLY A VOTE ''FOR" ELECTION OF MESSRS. GEITZ,
KEVORKIAN,  LONG  AND  ODLUM  THE  BOARD  OF  DIRECTORS.

                                     ITEM 2
                                     ------

              RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The  Audit  and Compliance Committee has selected Shatswell, MacLeod & Co.,
P.C.  as  independent  auditors to audit the financial statements of the Company
for  the  fiscal  year ending December 31, 2010.  Shatswell, MacLeod & Co., P.C.
served  as the Company's independent auditors for the fiscal year ended December
31,  2009  and has reported on the Company's financial statements for such year.
Prior to the reorganization that occurred on March 2, 2006, Shatswell, MacLeod &
Co.,  P.C.  served  as  the  independent  auditor  of  the  Bank.

A  representative of Shatswell, MacLeod & Co., P.C. is expected to be present at
the  2010 Annual Meeting and will have the opportunity to make a statement if he
or  she  desires  to  do  so  and  will  be  available to respond to appropriate
questions  from  shareholders.

The Audit and Compliance Committee has not developed detailed pre-approval
policies because all engagements of independent accountants for audit and
non-audit services must be approved by the Audit and Compliance Committee.

Principal  Accountant  Fees  and  Services

     The  following  table  reflects  the aggregate fees billed for the last two
fiscal  years  for  professional  services  by  the  principal accountant of the
Company  and  the  Bank  for  the  audit  of  their  respective annual financial
statements  and  the  aggregate fees billed in each of the last two fiscal years
for  professional  services  rendered  by  such  principal  accountant  for  tax
compliance,  tax  advice  and  tax  planning.

                                        2009           2008
                                   -------------- --------------
          Audit Fees                      $63,105        $62,012
          Audit-Related Fees (1)               $0             $0
          Tax Fees (2)                     $6,500         $6,539
          All Other Fees                  $38,544             $0
                                   -------------- --------------
                        Total            $108,149        $68,551
                                   ============== ==============

          (1)   Non-financial  statement  audits.
          (2)   Preparation  of  tax  returns  and  estimates  for  each  year.

All of the fees paid to Shatswell, MacLeod & Co., P.C. in 2009 were pre-approved
by  the  Audit & Compliance Committee.  For 2009, the $38,544 under the category
"All Other Fees" was for work performed by Shatswell, MacLeod & Co., P.C. for an
information technology risk assessment and for a non-public information database
audit.

Recommendation of the Board of Directors

     The  Board  of Directors intends to vote all proxies held by it in favor of
ratifying  the  selection  of  Shatswell,  MacLeod  & Co., P.C. as the Company's
independent  auditors for the year ending December 31, 2010 (unless shareholders
direct  otherwise).

     THE  BOARD  RECOMMENDS  UNANIMOUSLY  A  VOTE  ''FOR"  RATIFICATION  OF  THE
SELECTION  OF THE FIRM OF SHATSWELL, MACLEOD & CO., P.C. AS INDEPENDENT AUDITORS
FOR  THE  COMPANY  FOR  2010.

      

                     AUDIT AND COMPLIANCE COMMITTEE REPORT

     The  Audit  and  Compliance  Committee  of  the  Board  is  responsible for
providing  independent,  objective  oversight  of  the  Company's  accounting
functions,  internal  controls  and  financial reporting process.  The Audit and
Compliance Committee is comprised of five directors, each of whom is independent
as  defined  by  the  NASDAQ  listing  standards.  The  members of the Audit and
Compliance  Committee  are  the  same  as  the  members  of the Bank's Audit and
Compliance  Committee.

     Management is responsible for the Company's internal controls and financial
reporting  process.  The  Company's  independent  auditors, Shatswell, MacLeod &
Co.,  P.C., are responsible for performing an independent audit of the Company's
consolidated  financial  statements  in  accordance  with  auditing  standards
generally  accepted  in  the  United  States  of  America  and to issue a report
thereon.  The  Audit and Compliance Committee's responsibility is to monitor and
oversee  the  financial  reporting  and  audit  processes.

     In  connection  with  these  responsibilities,  the  Company's  Audit  and
Compliance  Committee met with management and the independent auditors to review
and  discuss  the Company's December 31, 2009 consolidated financial statements.
The  Audit and Compliance Committee also discussed with the independent auditors
the  matters  required  by  Statement  on  Auditing Standards No. 61, as amended
(AICPA,  Professional  Standards,  Vol.  1,  AU  section 380), as adopted by the
Public  Company  Accounting  Oversight  Board  in  Rule  3200T.  The  Audit  and
Compliance  Committee  also received written disclosures and the letter from the
independent  auditors  required by applicable requirements of the Public Company
Accounting  Oversight  Board  regarding the independent auditors' communications
with  the  Audit and Compliance Committee concerning independence, and discussed
with  the  independent  auditors  that  firm's  independence.

     Based upon the Audit and Compliance Committee's discussions with management
and  the independent accountants, and its review of the information described in
the preceding paragraph, the Audit and Compliance Committee recommended that the
Board  include  the  audited consolidated financial statements of the Company in
the  Company's  annual  report  on  Form  10-K  for  the last fiscal year filed.

                                Audit Committee
                      George B. Odlum, Jr., DMD (Chairman)
                                Robert J. Bogino
                                James T. Fleming
                                Edward J. Guarco
                               Penny R. Woodford


                                     ITEM 3
                                     ------

          NON-BINDING VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

     We  believe  that our compensation policies and procedures are competitive,
are  focused on pay-for-performance principles and are strongly aligned with the
long-term  interests  of  our shareholders. We also believe that both we and our
shareholders  benefit  from  responsive  corporate  governance  policies  and
constructive  and  consistent  dialogue.  The proposal described below, commonly
known  as a "Say on Pay" proposal, gives you as a shareholder the opportunity to
endorse  or  not  endorse  the  compensation for our named executive officers by
voting  to  approve  or not approve such compensation as described in this proxy
statement.

     On  February  17,  2009,  President  Obama signed the American Recovery and
Reinvestment  Act  of  2009  (the  "Stimulus  Act")  into  law. The Stimulus Act
requires,  among  other  things,  every participant in the Troubled Asset Relief
Program  to permit a non-binding shareholder vote to approve the compensation of
the  participant's  executives.  Accordingly,  we  are asking you to approve the

      

compensation  of  the  Company's  named  executive  officers  as described under
"COMPENSATION  AND  OTHER  MATTERS"  in this proxy statement. Under the Stimulus
Act,  your vote is advisory and will not be binding upon the Board. However, the
Personnel  Committee  will  take  into  account  the  outcome  of  the vote when
considering  future  executive  compensation  arrangements.

Recommendation of the Board of Directors

     The  Board  of Directors intends to vote all proxies held by it in favor of
approving  the compensation of the named executive officers as determined by the
Personnel  Committee.

     THE  BOARD  RECOMMENDS UNANIMOUSLY A VOTE "FOR" THE NON-BINDING APPROVAL OF
THE  COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DETERMINED BY THE PERSONNEL
COMMITTEE.


            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
the  Company's  directors,  executive  officers and persons who beneficially own
more  than  10%  of  the  Company's  common  stock ("Reporting Persons") to file
certain  reports  concerning  their beneficial ownership of the Company's common
stock with the Securities and Exchange Commission (the "SEC") and to furnish the
company  with  copies  of  such  reports.   Prior  to  the  bank holding company
reorganization  on  March 2, 2006, these reports were filed by Reporting Persons
of  the  Bank with the Federal Deposit Insurance Corporation (the "FDIC"). Based
solely  upon  the  Company's  review  of its Reporting Persons' Forms 3, 4 and 5
filed  with  the  SEC  during  and  for the year ended December 31, 2009, and on
written  representations  by  certain officers and directors, to the best of the
Company's knowledge, all of the filings by the Company's directors and executive
officers,  except  for  Mr.  Zern,  were  made on a timely basis during the 2009
fiscal  year.  In February 2008, Mr. Zern was elected as an executive officer of
the Company.  A timely Form 3 was not filed by Mr. Zern.  However, from the date
Mr.  Zern  became an officer to the date of filing of the late Form 3 on January
22,  2010,  Mr.  Zern  held  no  shares  of  Common  Stock  or  other securities
exercisable  or  convertible  into  shares  of Common Stock.  No other Reporting
Person  was  delinquent  with  respect  to  his  or  her  reporting obligations.


                                 OTHER MATTERS

     The  Board  knows of no other business to be brought before the 2010 Annual
Meeting.  If,  however,  any other business should properly come before the 2010
Annual  Meeting, the persons named in the accompanying proxy will vote the proxy
as  in  their  discretion they may deem appropriate, unless they are directed by
the  proxy  to  do  otherwise.


                     SHAREHOLDER PROPOSALS AND NOMINATIONS

     Shareholders  entitled  to  vote  for the election of directors at the 2011
Annual  Meeting  may  make nominations of individuals for election to the Board.
Such  nominations shall be made in writing, and shall be delivered or mailed and
received  by  the  Secretary  of  the Company not less than 90 nor more than 130
calendar  days prior to such Annual Meeting, which is expected to be held on May
10,  2011.  The  Board's  Corporate  Governance  Committee  considers  such
nominations.

     Such  written  nominations  shall contain the following information, to the
extent  known  to  the  nominating  shareholder: (1) the name, age, business and
residence  address  of  each  proposed  nominee; (2) the principal occupation or
employment  of  each  proposed nominee; (3) the total number of shares of common
stock  of  the Company that are beneficially owned by each proposed nominee; (4)
the  name  and  address  of  the nominating shareholder; (5) the total number of
shares of common stock of the Company owned by the nominating shareholder; (6) a
representation  that  the  shareholder  is  a  holder  of record of stock of the
Company  entitled  to vote at such meeting and intends to appear in person or by
proxy  at the meeting to nominate the person or persons specified in the notice;
and  (7)  a  description  of  all  arrangements  or  understandings  between the

      

shareholder and each nominee and any other person or persons (naming such person
or  persons)  pursuant  to which the nomination or nominations are to be made by
the  shareholders.  Nominations by beneficial owners of stock of the Company who
are  not  record  holders  must  be  accompanied by evidence satisfactory to the
Secretary  of  the  Company showing that such nominating persons are entitled to
act  with  respect  to such shares.  Nominations that are not made in accordance
with  these procedures shall be deemed void.  The credentials and qualifications
of  all  nominees  also  are  subject  to  review  by  the  Board.

     Any  proposal  intended  to  be presented by a shareholder at the Company's
2011  Annual Meeting of Shareholders which is not a nomination to the Board must
be  presented  to  the  Company  in writing, and must be delivered or mailed and
received  by  the  Secretary  of  the Company not less than 90 nor more than 130
calendar  days prior to the 2011 Annual Meeting, which is expected to be held on
May  10,  2011.  Such  notice  shall  include:  (1)  a  brief description of the
business  desired  to  be  brought before the Annual Meeting and the reasons for
conducting  such  business at the 2011 Annual Meeting; (2) the name and address,
as  they  appear  on  the  Company's  records, of the shareholder proposing such
business;  (3)  the  number  of  shares  of the Company's common stock which are
beneficially  owned  by  the  shareholder;  and (4) any material interest of the
shareholder  in  such  business.

     In  order  for a shareholder proposal to be included in the proxy statement
and  form  of  proxy  for the Company's 2011 Annual Meeting the proposal must be
received by the Company not later than December 12, 2010 and comply with all the
requirements of Rule 14a-8 of the Securities Exchange Act of 1934.  In addition,
if  the  Company  is not notified of a shareholder proposal by February 25, 2011
then the proxies held by management of the Company may provide the discretion to
vote  against  such  shareholder  proposal,  even  though  such  proposal is not
included  in  the  proxy  statement  and  form  of  proxy.

     Nominations  and  proposals  should  be  addressed  to  Gary  R. Kevorkian,
Secretary,  SBT  Bancorp,  Inc.,  760  Hopmeadow Street, P.O. Box 248, Simsbury,
Connecticut  06070-0248.  It is suggested that such nominations and proposals be
sent  by  Certified  Mail-Return  Receipt  Requested.


                       ANNUAL REPORT ON FORM 10-K REPORT

     The  financial  statements  of  the  Company  as  of and for the year ended
December  31,  2009  are  contained  in the Company's Annual Report on Form 10-K
filed  with  the Securities and Exchange Commission on or before March 31, 2010.
The  Annual  Report on Form 10-K is not to be considered as a part of this proxy
soliciting material.  Copies of the Company's Annual Report on Form 10-K will be
forwarded  without  charge upon written request to Gary R. Kevorkian, Secretary,
SBT  Bancorp,  Inc.,  760  Hopmeadow Street, P.O. Box 248, Simsbury, Connecticut
06070-0248.


          DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

          The  Company  intends  to  deliver  one  Proxy  Statement  to multiple
shareholders  of  the  Company  sharing  an  address, unless we receive contrary
instructions  from  one  or  more  of  such  shareholders.  Upon written or oral
request  we  will  provide a separate copy of the Company's Proxy Statement to a
shareholder  sharing  an address with another shareholder to which a single copy
of  the  Proxy  Statement were sent.  To request an additional copy of the Proxy
Statement,  please  call  the  Company  at  (860) 408-5493 or write to us at SBT
Bancorp,  760  Hopmeadow Street, P.O. Box 248, Simsbury, Connecticut 06070-0248.
In  the  future,  if  you wish to receive a separate copy of the Company's Proxy
Statement,  please  call  or write to us at the number and address listed above.
Similarly,  shareholders sharing an address who are receiving multiple copies of
the  Company's  Proxy  Statement  and who wish to receive only one copy of these
materials at their address can so request by contacting us at the same telephone
number  and  address.

                              By  order  of  the  Board  of  Directors

                              /S/

Simsbury,  Connecticut        Gary  R.  Kevorkian,  Secretary
April  12,  2010

      

                               SBT BANCORP, INC.

                  Proxy for the Annual Meeting of Shareholders
                           to be held on May 11, 2010

              PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The  undersigned hereby constitutes and appoints Robert J. Bogino and David
W.  Sessions  and each of them acting alone, with full power of substitution, as
Proxies  to  represent  all shares of stock of SBT Bancorp, Inc. (the "Company")
which  the  undersigned  would  be entitled to vote if personally present at the
Annual  Meeting of Shareholders of the Company to be held at The Simsbury Bank &
Trust  Company's  main  office,  981  Hopmeadow Street, Simsbury, Connecticut on
Tuesday,  May 11, 2010 at 5:00 p.m., local time, and at any adjournment thereof.

     You  are  encouraged to specify your choice by marking the appropriate box,
SEE REVERSE SIDE.  The Proxies cannot vote your shares unless you sign, date and
return  this  card.

                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE








[X] PLEASE MARK VOTES AS IN THIS EXAMPLE

1. The Board of Directors unanimously   2. The Board of Directors unanimously
   recommends a "For" vote.                recommends a "For" vote. To ratify 
   To elect the four Class II directors    the appointment of Shatswell, MacLeod
   each to serve a three year term:        & Co., P.C. as the Company's 
   Nominees: Martin J. Geitz, Gary R.      independent auditors for the fiscal 
   Kevorkian, Jerry W. Long and George     year ending December 31, 2010.
   B. Odlum, Jr., DMD
                                             FOR      AGAINST    ABSTAIN 
                                             [ ]        [ ]        [ ]
         FOR     WITHHELD 
         [ ]        [ ]                 3. The Board of Directors unanimously
      For: except vote withheld from       recommends a "For" vote. To approve,
      the following nominee(s)             on a non-binding basis, the 
                                           compensation of the Company's named 
   -----------------------------------     executive officers as determined by 
                                           the Personnel Committee.

                                             FOR      AGAINST    ABSTAIN 
                                             [ ]        [ ]        [ ]

                                        4. In their discretion, the Proxies, or
                                           either of them, are authorized to 
                                           vote upon such other business as may
                                           properly come before the meeting.
                                           This Proxy, when properly executed, 
                                           will be voted on behalf of the 
                                           undersigned as directed herein by the
                                           undersigned shareholder. If no 
                                           direction is made, this proxy will be
                                           voted "FOR" Proposals 1, 2 and 3.

Please sign exactly as your name appears hereon. Joint owners must both sign.
Attorney, executor, administrator, trustee, or guardian must give full title as
such. A corporation or partnership must sign in its name by authorized person.\

[ ] MARK HERE FOR ADDRESS CHANGE AND     [ ] MARK HERE IF YOU PLAN TO ATTEND  
    MARK LABEL ACCORDINGLY                   THE MEETING

Signature:_______________ Date:______    Signature:________________ Date:______

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