S-8

As filed with the Securities and Exchange Commission on May 29, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SUFFOLK BANCORP

(Exact name of registrant as specified in its charter)

New York	11-2708279
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4 West Second Street

Riverhead, New York 11901

(631) 208-2400

(Address of principal executive offices) (Zip Code)

Suffolk Bancorp 1999 Stock Option Plan

Amended and Restated Suffolk Bancorp 2009 Stock Incentive Plan

(Full title of the Plan)

Howard C. Bluver

President and Chief Executive Officer

4 West Second Street

Riverhead, New York 11901

(Name and address of agent for service)

(631) 208-2400

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer                    x
Non-accelerated filer   o(Do not check if a smaller reporting company)	Smaller reporting company  o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common stock, $2.50 par value per share, to be issued upon exercise of options or settlement of awards under the Suffolk Bancorp 1999 Stock Option Plan	27,000	$22.48 (2)	$606,825 (2)	$78.16
Common stock, $2.50 par value per share, to be issued upon exercise of options or settlement of awards under the Amended and Restated Suffolk Bancorp 2009 Stock Incentive Plan	500,000	$22.48 (3)	$11,237,500 (3)	$1,447.39

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the above-referenced plans, which provide for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low sales price on May 27, 2014 as reported on the Nasdaq Global Market.

(3) Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low sales price on May 27, 2014 as reported on the Nasdaq Global Market.

EXPLANATORY NOTE

The purpose of this Form S-8 Registration Statement (the “Registration Statement”) is to register an aggregate of 527,000 shares of Suffolk Bancorp (the “Company”) common stock, par value $2.50 per share (the “Common Stock”), that may be offered pursuant to the Suffolk Bancorp 1999 Stock Option Plan and the Amended and Restated Suffolk Bancorp 2009 Stock Incentive Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of this Registration Statement is omitted from this filing in accordance with the provisions of Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plans covered by this Registration Statement as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.                      INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the U.S. Securities and Exchange Commission by the Company are incorporated in this Registration Statement by reference:

1. the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 4, 2014;

2. the Company’s other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the document listed in the first item above; and

3. the description of the Common Stock in the Company’s Form 8-B filed with the Commission on May 6, 1985, including any subsequently filed amendments and reports updating such description.

To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all of the securities offered then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents.

ITEM 4.                      DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.                      INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.                      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company’s bylaws provide that it shall indemnify any person made a party to an action by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he (or she), his (or her) testator or intestate, is or was a director or officer of the Company, against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him (or her) in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such director or officer is adjudged to have breached his duty to the Company, as such duty is defined in Section 717 or Section 715(h) of the New York Business Corporation Law (the “NYBCL”). Subject to the NYBCL, the Company shall also indemnify any person made, or threatened to be made, a party to an action or proceeding, other than one by or in the right of the Company to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation, domestic or foreign, which he or she served in any capacity at the Company’s request, by reason of the fact that he (or she), his (or her) testator or intestate was a director or officer of the Company or served it in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he or she reasonably believed to be in the best interests of the Company and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful.

The Company may purchase and maintain insurance for its own indemnification and for that of its directors and officers and other proper persons in accordance with the NYBCL. The Company maintains and pays premiums for directors’ and officers’ liability insurance policies.

The foregoing summaries are necessarily subject to the complete text of the NYBCL, the Company’s articles of incorporation and bylaws, as amended, and are qualified in their entirety by reference thereto.

ITEM 7.                      EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.                      EXHIBITS.

The Exhibits to this Registration Statement are listed in the Exhibit Index beginning on page E-1 of this Registration Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9.                      UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverhead, State of New York, on May 29, 2014.

SUFFOLK BANCORP

By: /s/ Howard C. Bluver

Howard C. Bluver

President & Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned directors and officers of Suffolk Bancorp (the “Company”) hereby constitutes and appoints Howard C. Bluver and Brian K. Finneran, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to sign, execute and to affix his or her seal to and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) one or more Registration Statements on Form S-8 (or any other appropriate form), and any and all amendments (including post-effective amendments) thereto, with all exhibits and any and all documents required to be filed with respect thereto, relating to the registration under the Securities Act of 1933, as amended, of the Company’s common stock, par value $2.50 per share, which may be issued by the Company pursuant to awards granted under one or more of the equity plans of the Company, granting unto said attorneys, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully to all intents and purposes as he himself or she herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of May 29, 2014:

/s/ Howard C. Bluver                                                                                     

Howard C. Bluver

President, Chief Executive Officer & Director

(Principal Executive Officer)

/s/ Brian K. Finneran                                                                           

Brian K. Finneran

Executive Vice President & Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/ Joseph A. Gaviola                                                                           

Joseph A. Gaviola

Director

/s/ Steven M. Cohen                                                                           

Steven M. Cohen

Director

/s/ James E. Danowski                                                                           

James E. Danowski

Director

/s/ Edgar F. Goodale                                                                           

Edgar F. Goodale

Director

/s/ David A. Kandell                                                                           

David A. Kandell

Director

/s/ Terence X. Meyer                                                                           

Terence X. Meyer

Director

/s/ Ramesh N. Shah                                                                           

Ramesh N. Shah

Director

/s/ John D. Stark, Jr.                                                                           

John D. Stark, Jr.

Director

EXHIBIT INDEX

Exhibit No.	Description
4.1	Certificate of Incorporation of Suffolk Bancorp (filed by incorporation by reference to Exhibit 3.(i) to Suffolk Bancorp’s Form 10-K for the fiscal year ended December 31, 1999, filed March 10, 2000)
4.2	Bylaws of Suffolk Bancorp (filed by incorporation by reference to Exhibit 3.(ii) to Suffolk Bancorp’s Form 10-K for the fiscal year ended December 31, 1999, filed March 10, 2000)
4.3	Specimen common stock certificate (filed by incorporation by reference to Exhibit 4.1 to the Suffolk Bancorp’s Registration Statement on Form S-1, filed October 22, 2012).
4.4	Suffolk Bancorp 1999 Stock Option Plan*
4.5	Amended and Restated Suffolk Bancorp 2009 Stock Incentive Plan (filed by incorporation by reference to Appendix I to Suffolk Bancorp’s Proxy Statement on Schedule 14A, filed March 19, 2014)
5.1	Opinion of Wachtell, Lipton, Rosen & Katz*
23.1	Consent of BDO USA, LLP*
23.2	Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1)*
24.1	Power of Attorney (included on signature page)

*  Filed herewith.

  E-1

EX-4.4

Exhibit 4.4

SUFFOLK BANCORP 1999

STOCK OPTION PLAN

Adopted January 22, 1999

SUFFOLK BANCORP 1999

STOCK OPTION PLAN

Table of Contents

		Page
1.	Purpose	1
2.	Shares Subject to the Plan	1
3.	Administration of the Plan	2
4.	Eligibility and Grant of Options Under the Plan	2
5.	Terms and Conditions of Options Granted Under the Plan	2
(a)	Option Period	2
(b)	Exercise of Option	3
(i)	By an Optionee During Continuous Employment	3
(ii)	Exercise in the Event of Death or Termination of Employment	3
(c)	Option Price	4
(d)	Payment of Purchase Price upon Exercise	4
(e)	Nontransferability	4
(f)	Additional Rules for Incentive Stock Options	4
6.	Stock Appreciation Right	5
7.	Fair Market Value	5
8.	Change in Control Provisions	5
(a)	Impact of Event	5
(b)	Definition of Change in Control	6
9.	Amendment and Discontinuance	7
10.	Effective Date	7

i

11.	General Provisions	7
(a)	Investment Representation; Compliance with Other Laws and Regulations	7
(b)	No Rights as a Shareholder	8
(c)	No Rights to Continued Employment	8
(d)	Effect of the Plan on Other Stock Plans	8
(e)	Unfunded Status of Plan	8
(f)	Withholding	8
(g)	Governing Law	9

ii 

SUFFOLK BANCORP 1999

STOCK OPTION PLAN

1.   Purpose

The purpose of the Suffolk Bancorp 1999 Stock Option Plan (the “Plan”) is to provide a means by which Suffolk Bancorp (the “Corporation”), through the grant of stock options to eligible employees, may attract and retain persons of ability as employees and motivate such employees to exert their best efforts on behalf of the Corporation and any subsidiary corporation of the Corporation.  For the purposes of the Plan, the term “Subsidiary Corporation” means a subsidiary corporation as defined by Section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”).

2.   Shares Subject to the Plan

The maximum number of shares of common stock, par value $2.50 per share, of the Corporation (“Common Stock”) that may be delivered to participants and their beneficiaries under the Plan shall be 600,000, which number includes the 578,706 shares of Common Stock remaining available for awards as of the effective date of this Plan under the Corporation’s 1989 Incentive Stock Option Plan and 1989 Non-Qualified Stock Option Plan.  No participant may be granted options covering in excess of 50,000 shares of Common Stock in any calendar year.  The reserved shares may be authorized and unissued shares or treasury shares of the Corporation or any combination of both as determined by the Board of Directors of the Corporation (the “Board”).  If an option granted under the Plan ceases to be exercisable or is forfeited or canceled, in whole or in part, the shares of Common Stock representing such option shall no longer be available for issuance in connection with awards under the Plan.  If any option (and related stock appreciation right, if any) terminates, expires or lapses without being exercised, shares of Common Stock subject to such option shall again be available for distribution in connection with awards under the Plan.

In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Corporation, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), any partial or complete liquidation of the Corporation, the Committee or Board may make such substitution or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, and the maximum limitation upon options to be granted to any participant, in the number, kind and option price of shares subject to outstanding options and/or such other equitable substitution or adjustments as it may determine to be appropriate in its sole discretion to prevent substantial dilution or enlargement of the rights granted to, or available for, an optionee under the Plan; provided, however, that the number of shares of Common Stock subject to any option shall always be a whole number.

3.   Administration of the Plan

The Plan shall be administered by the Personnel Committee of the Board (the “Committee”), which Committee shall consist of not less than three directors of the Corporation.  Members of the Committee shall be appointed by and shall serve at the pleasure of the Board.  Any vacancies in the membership of the Committee shall be filled by an appointment by the Board.

The Committee shall keep minutes of its meetings.  All actions of the Committee shall be taken by a majority of its members.  Any act approved in writing by a majority of the Committee members shall be fully effective as if it had been taken by a vote of a majority of the members at a meeting duly called and held.

Subject to and not inconsistent with the provisions of the Plan, the Committee shall have complete authority in its discretion to interpret all provisions of the Plan consistently with the law, to determine the number of shares of Common Stock to be covered by each option granted hereunder, to determine the terms and conditions of any option granted hereunder, to prescribe the form of the instrument evidencing any option granted hereunder, to adopt, amend and rescind general and special rules and regulations for the administration of the Plan and to make all other determinations necessary or advisable for the administration of the Plan.

4.   Eligibility and Grant of Options Under the Plan

Options may be granted to such employees, including officers and directors who are also employees, of the Corporation or of a Subsidiary Corporation that the Committee deems to be key employees who in the judgment of the Committee are considered important to the future of the Corporation or a Subsidiary Corporation.  Options may be granted at such times, in such amounts, and to the extent not inconsistent with the Plan, on such terms as the Committee shall determine.  Options may be granted alone or with a related stock appreciation right and may be of two types:  (a) an incentive stock option which is an option designated as, and qualified as, an “incentive stock option” within the meaning of Section 422 of the Code, and (b) a non-qualified stock option which is an option that is not an incentive stock option.  To the extent that any option is not designated as an incentive stock option or even if so designated does not qualify as an incentive stock option on or subsequent to its grant date, it shall constitute a non-qualified stock option.

5.   Terms and Conditions of Options Granted Under the Plan

Each option granted under the Plan shall be evidenced by an agreement in a form determined by the Committee.  Such agreement shall be subject to the following terms and conditions, and such other terms and conditions as the Committee may deem appropriate.

(a)Option Period.  Each option agreement shall specify the period for which the option thereunder is granted and shall provide that the option shall expire at the end of such period, provided that in no event shall an incentive stock option be exercisable more than 10 years from the date of grant of such option.

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(b)Exercise of Option.

(i)By an Optionee During Continuous Employment

Except as otherwise provided herein, options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee.  If the Committee provides that any option is exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine.  In addition, the Committee may at any time accelerate the exercisability of any option.

(ii)Exercise in the Event of Death or Termination of Employment

A.If an optionee shall die (1) while an employee of the Corporation or a Subsidiary Corporation or (2) within three months after termination of such optionee’s employment with the Corporation or a Subsidiary Corporation because of disability, his or her options may be exercised, to the extent that the optionee shall have been entitled to do so on the date of death or such termination of employment, by the person or persons to whom the optionee’s right under the option pass by will or applicable law, or, if no such person has such right, by his or her executors or administrators, at any time or from time to time, but not later than the expiration date specified in Section 5(a) or two years after the optionee’s death, whichever date is earlier.

B.If an optionee’s employment by the Corporation or a Subsidiary Corporation shall terminate because of disability and such optionee has not died within the following three months, such optionee may exercise his or her options, to the extent that such optionee shall have been entitled to do so at the date of termination of his or her employment, at any time or from time to time, but not later than the expiration date specified in Section 5(a) or one year after termination of employment, whichever date is earlier.

C.If an optionee’s employment shall terminate by reason of retirement in accordance with the terms of the Corporation’s tax-qualified retirement plans or with the consent of the Committee or involuntarily other than for cause (as defined herein), such optionee may exercise his or her options, to the extent that the optionee shall have been entitled to do so on the date of termination of employment, at any time or from time to time, but not later than the expiration date specified in Section 5(a) or three months after termination of employment, whichever date is earlier.

D.If an optionee’s employment shall terminate voluntarily or involuntarily for any reason other than death, disability, or retirement, the right to exercise all options, whether vested or unvested, shall terminate at the date of such termination of employment.  For purposes of the Plan, termination for “cause” shall mean termination of employment by reason of the optionee’s commission of a felony, fraud, or willful misconduct which has resulted, or is

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likely to result, in substantial and material damage to the Corporation or a Subsidiary Corporation, all as the Committee in its sole discretion, may determine.

E.Notwithstanding any other provision of this Plan to the contrary, in the event an optionee incurs a termination of employment other than for cause during the 24-month period following a Change in Control, any option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of such termination, or on such accelerated basis, for (x) the longer of (i) [one] year from such date of termination or (ii) such other period as may be provided in the Plan for such termination of employment or as the Committee may provide in the option agreement, or (y) until expiration of the stated term of such option, whichever period is the shorter.

F.If an option intended to qualify as an incentive stock option is exercised after the expiration of the post-termination exercise periods that apply for purposes of Section 422 of the Code, such option will thereafter be treated as a non-qualified stock option.

(c)Option Price.  The option price per share of Common Stock purchasable under an option shall be determined by the Committee and set forth in the option agreement, and shall not be less than 100% of the Fair Market Value (as that term is defined in Section 7) of the Common Stock subject to such option on the date of grant.

(d)Payment of Purchase Price upon Exercise.  Each option shall provide that the purchase price of shares of Common Stock for which an option may be exercised shall be paid to the Corporation at the time of exercise in cash or by certified or bank check or such other instrument as the Corporation may accept.  If approved by the Committee, payment, in full or in part, may also be made in the form of unrestricted Common Stock (by delivery of such shares or by attestation) already owned by the optionee of the same class as the Common Stock subject to the option (based on the Fair Market Value of the Common Stock on the date the option is exercised); provided, however, that, in the case of an incentive stock option, the right to make a payment in the form of already owned shares of Common Stock of the same class as the Common Stock subject to the option may be authorized only at the time the option is granted and; provided, further, that such already owned shares have been held by the optionee for at least six months at the time of exercise or had been purchased on the open market.

(e)Nontransferability.  No option granted under the Plan shall be transferable other than by a will of an optionee or by the laws of descent and distribution.  During an optionee’s lifetime, an option shall be exercisable only by the optionee or by the optionee’s attorney-in-fact or conservator, unless such exercise by the attorney-in-fact or conservator, would disqualify the option as an incentive stock option.

(f)Additional Rules for Incentive Stock Options.  Notwithstanding anything contained herein to the contrary, no option which is intended to qualify as an incentive stock option may be granted to any eligible employee who at the time of such grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the

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Corporation or of any Subsidiary Corporation, unless at the time such option is granted the option price is at least 110% of the Fair Market Value of a share of Common Stock and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. In addition, the aggregate Fair Market Value of the Common Stock (determined at the time an option for the Common Stock is granted) for which incentive stock options are exercisable for the first time by an optionee during any calendar year, under all of the incentive stock option plans of the Corporation and of any Subsidiary Corporation, may not exceed $100,000.

6.   Stock Appreciation Right

An option agreement may provide that the optionee may from time to time elect to cancel all or any portion of an option then subject to exercise, in which event the Corporation’s obligation in respect of such option may be discharged by the issuance or transfer to the optionee of shares of Common Stock with a Fair Market Value at such time equal to the excess, if any, of the Fair Market Value of the shares of Common Stock subject to the option at the time of the cancellation or the portion thereof so cancelled, over the aggregate option price for such shares of Common Stock as set forth in the option agreement.  In the event of such a cancellation, the number of shares of Common Stock as to which such option was cancelled shall no longer be available for use under the Plan.  Any such stock appreciation right will expire no later than the expiration of the related options.  Any such stock appreciation right shall be transferrable only by will or by the laws of descent and distribution and can only be transferred with the underlying option.  During the lifetime of the optionee, a stock appreciation right shall be exercisable only by such optionee.

7.   Fair Market Value

For purposes of the Plan, “Fair Market Value,” as of any given date with respect to a share of Common Stock, means:

(a)the average of the high and low quoted sales prices on the date of grant (or if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal United States securities exchange on which the Common Stock is listed or admitted to trading; or

(b)if the Common Stock is not listed or admitted to trading on any such exchange, the closing bid quotation with respect to a share of Common Stock on such date on the National Association of Securities Dealers, Inc. Automated Quotation System, or if no such quotation is provided, on another similar system, selected by the Committee, then in use; or

(c)if paragraphs (a) and (b) are not applicable, the fair market value of a share of Common Stock on the date of grant as the Committee may determine.

8.   Change in Control Provisions

(a)Impact of Event.  Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control, any options outstanding as of the date such Change in Control is determined to have occurred, and which are not then exercisable and vested, shall

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become fully exercisable and vested to the full extent of the original grant. The Committee may also make additional adjustments and/or settlements of outstanding awards as it deems appropriate and consistent with the Plan’s purposes.

(b)Definition of Change in Control.  For purposes of the Plan, a “Change in Control” shall mean the happening of any of the following events:

(i)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control:  (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 8(b); or

(ii)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii)Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding

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Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv)Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

9.   Amendment and Discontinuance

The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would impair the rights of an optionee under an option theretofore granted without the optionee’s consent, except such an amendment made to comply with applicable law, stock exchange rules or accounting rules.  In addition, no such amendment shall be made without the approval of the Corporation’s stockholders to the extent such approval is required by applicable law or stock exchange rules.  The Committee may amend the terms of any option, prospectively or retroactively, but no such amendment shall impair the rights of any holder without the holder’s consent except such an amendment made to cause the Plan or option to comply with applicable law, stock exchange rules or accounting rules.

Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules as well as other developments, and to grant options which qualify for beneficial treatment under such rules without stockholder approval.

10.   Effective Date

The effective date of the Plan shall be January [22], 1999, subject to the approval by stockholders of the Corporation holding not less than a majority of the shares present and voting at its 1999 Annual Meeting.

11.   General Provisions

(a)Investment Representation; Compliance with Other Laws and Regulations.  The Committee may require each person purchasing or receiving share of Common Stocks pursuant to an award to represent to and agree with the Corporation in writing that such person is acquiring the shares without a view to the distribution thereof.  The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.  The Plan, the grant and exercise of options under the Plan, and the obligation of the Corporation to sell and deliver shares under such options shall be subject to all applicable federal

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and state laws, rules and regulations.  Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Corporation shall not be required to issue or deliver any certificate or certificates for shares of Common Stock under the Plan prior to fulfillment of all of the following conditions:

1.   Listing or approval for listing upon notice of issuance, of such shares on the New York Stock Exchange, Inc., or such other securities exchange as may at the time be the principal market for the Common Stock;

2.   Any registration or other qualification of such shares of the Corporation under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and

3.   Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

(b)No Rights as a Shareholder.  No optionee shall have any rights as a shareholder with respect to any shares of Common Stock subject to an option prior to the date of issuance of a certificate or certificates for such shares.

(c)No Rights to Continued Employment.  The Plan and any option granted under the Plan shall neither confer upon any optionee any right with respect to continuance of employment by the Corporation or by any subsidiary of the Corporation, nor shall it interfere in any way with the right of an employer to terminate the optionee’s employment at any time.

(d)Effect of the Plan on Other Stock Plans.  The adoption of the Plan shall have no effect on awards made or to be made pursuant to other stock plans covering employees of the Corporation, a Subsidiary Corporation, a parent corporation or any predecessors or successors thereto.

(e)Unfunded Status of Plan.  It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation.  The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

(f)Withholding.  No later than the date as of which an amount first becomes includible in the gross income of the participant for federal income tax purposes with respect to any award under the Plan, the participant shall pay to the Corporation, or make arrangements satisfactory to the Corporation regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount.  [Unless otherwise determined by the Corporation, withholding obligations may be settled with Common Stock, including Common Stock that is part of the award that gives rise to the withholding

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requirement.]  The obligations of the Corporation under the Plan shall be conditional on such payment or arrangements, and the Corporation and its Subsidiary Corporations shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the participant.  [The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.]

(g)Governing Law.  The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws.

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EX-5.1

Exhibit 5.1

[WLRK Letterhead]

May 29, 2014

Suffolk Bancorp

4 West Second Street

Riverhead, New York 11901

Ladies and Gentlemen:

We have acted as special counsel to Suffolk Bancorp, a New York corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of up to 27,000 shares of common stock, par value $2.50 per share, of the Company (the “1999 Plan Shares”) which may be issued pursuant to the Suffolk Bancorp 1999 Stock Option Plan (the “1999 Plan”) and up to 500,000 shares of common stock, par value $2.50 per share, of the Company (the “2009 Plan Shares,” and together with the 1999 Plan Shares, the “Shares”) which may be issued pursuant to the Amended and Restated Suffolk Bancorp 2009 Stock Incentive Plan (the “2009 Plan,” and together with the 1999 Plan, the “Plans”).  In connection with the foregoing, you have requested our opinion with respect to the following matters.

For the purposes of giving the opinion contained herein, we have examined the Registration Statement and the Plans.  We have also examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments, including the certificate of incorporation and bylaws of the Company, and have made such other investigations as we have deemed relevant and necessary in connection with the opinions set forth below.  As to questions of fact material to this opinion, we have relied, with your approval, upon oral and written representations of officers and representatives of the Company and certificates or comparable documents of public officials and of officers and representatives of the Company.

In making such examination and rendering the opinions set forth below, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the authenticity of the originals of such documents submitted to us as certified copies, the conformity to originals of all documents submitted to us as copies, the authenticity of the originals of such documents, that all documents submitted to us as certified copies are true and correct copies of such originals and the legal capacity of all individuals executing any of the foregoing documents.  We have also assumed that the Shares, when issued, will be duly authenticated by the transfer agent and registrar for the Shares.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Shares have been issued and delivered in accordance with the provisions of the Plans, the Shares will be validly issued, duly authorized, fully paid and nonassessable.

We are members of the bar of the State of New York, and we do not express any opinion herein concerning any law other than the New York Business Corporation Law (including the statutory provisions, all applicable provisions of the New York Constitution and reported judicial decisions interpreting the foregoing).

This opinion letter speaks only as of its date and is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.  We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.  In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Suffolk Bancorp

Riverhead, New York

We hereby consent to the incorporation by reference in this Registration Statement of our reports dated March 4, 2014, relating to the consolidated financial statements of Suffolk Bancorp, and the effectiveness of Suffolk Bancorp’s internal control over financial reporting appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

/s/ BDO USA, LLP

New York, New York

May 29, 2014