Exhibit 99.4
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-- -- LOGO: Partners Trust Financial Group, Inc.
Subscription & Direct Community Stock Order Form
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BANK SBU Bank
USE Conversion Center
--------------------------------- Xxxxxxxxxx
IMPORTANT-PLEASE NOTE: A Xxxxxxxxxxx
properly completed original (xxx) xxx-xxxx
stock order form must be used -----------------------
to subscribe for common stock. Expiration Date
Copies of this form are not for Stock Order Forms:
required to be accepted. Please _____, ______ __, 2002
read the Stock Ownership Guide x:00 p.m., Eastern Time
and Stock Order Form
Instructions as you complete
this form.
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(1) Number of Shares (2) Total Payment Due
-------------------- Subscription --------------------- The minimum number of shares that may be subscribed for is
Price $ 25 and the maximum number of shares that may be subscribed
X $10.00 = for in the subscription offering is 20,000 shares. See
-------------------- --------------------- Instructions.
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(3) Employee/Officer/Director Information (6) Purchaser Account Information
Check here if you are an employee, officer or trustee of a.[_] Check here if you are an Eligible Account Holder
SBU Bank or a member of such person's immediate family with a deposit account(s) totalling $50.00 or more
living in the same household. on September 30, 2000.
---------------------------------------------------------------------- List account(s) below.
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(4) Method of Payment/Check Check Amount
Enclosed is a check, bank draft or --------------------- b.[_] Check here if you are a Supplemental Eligible
money order made payable to SBU Bank $ Account Holder with a deposit account(s) totalling
in the amount indicated in this box. $50.00 or more on December 31, 2001.
--------------------- List account(s) below.
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(5) Method of Payment/Withdrawal
The undersigned authorizes withdrawal from the following c.[_] Check here if you are an Other Member with a deposit
account(s) at SBU Bank. There is no early withdrawal account(s) or a loan(s) on _______ ___, 2002. List
penalty for this form of payment. Individual Retirement account(s) or loan(s) below.
Accounts or Qualified Plans maintained at SBU Bank --------------------------------
cannot be used unless special transfer arrangements are -----------------------------------------------------
made. Account Title Bank
------------------------------------------------------------------ (Names on Accounts) Account Number(s) Use
Bank ------------------------------------------------------
Amount Number(s) to Withdraw $ Withdrawal Amount(s) Use
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PLEASE NOTE: FAILURE TO LIST ALL YOUR ACCOUNTS MAY
Total Withdrawal Amount $ RESULT IN THE LOSS OF PART OR ALL OF YOUR SUBSCRIPTION
-------------------------------------- RIGHTS. IF ADDITIONAL SPACE IS NEEDED, PLEASE UTILIZE
THE BACK OF THIS STOCK ORDER FORM.
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(7) Stock Registration/Form of Stock Ownership
[_] Individual [_] Joint Tenants [_] Tenants in Common
[_] Fiduciary (i.e. [_] Company/Corp/ [_] Uniform Transfers to -------------------------------------------------------------
trust estate) Partnership Minors Act [_] IRA or other qualified plan (beneficial owners ss# above)
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(8) Name(s) in which stock is to be registered (please print clearly) Adding the names of other persons who are not owners of
your qualifying accounts will result in your order
becoming null and void.
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Name(s) Social Security # or Tax ID
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Name(s) continued Social Security # or Tax ID
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Street Address County of Residence
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City State Zip Code
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(9) Telephone Daytime Evening
( ) ( )
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[_] (10) NASD Affiliation [_] (11) Associates/Acting In Concert
Check here if you are a member of the Check here and complete the reverse
National Association of Securities side of this form, if you or any
Dealers, ("NASD"), a person affiliated, associates or persons acting in
or associated, with an NASD member, concert with you have submitted
(continued on reverse side of this form) other orders for shares.
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(12) Acknowledgment BANK USE
To be effective, this stock order form and accompanying certification form must be properly ----------------
completed and physically received by SBU Bank no later than x:00 p.m., Eastern time, on ______
______ XX, 2002, unless extended; otherwise this stock order form and all subscription rights will
be void. The undersigned agrees that after receipt by SBU Bank, this stock order form may not be
modified, withdrawn or canceled without the Bank's consent and if authorization to withdraw from
deposit accounts at SBU Bank has been given as payment for shares; the amount authorized for
withdrawal shall not otherwise be available for withdrawal by the undersigned. Under penalty of ----------------
perjury, I hereby certify that the Social Security or Tax ID Number and the information provided on
this stock order form is true, correct and complete, that I am not subject to back-up withholding,
and that I am purchasing shares solely for my own account and that there is no agreement or
understanding regarding the sale or transfer of such shares, or my right to subscribe for shares. It
is understood that this stock order form will be accepted in accordance with, and subject to, the
terms and conditions of the plan of reorganization of the Bank described in the accompanying ----------------
prospectus. The undersigned hereby acknowledges receipt of the prospectus at least 48 hours prior to BANK USE
delivery of this stock order form to the Bank. ----------------
Federal regulations prohibit any person from transferring, or entering into any agreement, directly
or indirectly, to transfer the legal or beneficial ownership of subscription rights or the
underlying securities to the account of another. SBU Bank and Partners Trust Financial Group, Inc.
will pursue any and all legal and equitable remedies in the event they become aware of the transfer
of subscription rights and will not honor orders known by them to involve such transfer.
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Signature Date Signature Date
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THE CERTIFICATION FORM ON THE REVERSE SIDE MUST BE SIGNED
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Item (6) Purchaser Account Information - a, b & c continued:
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Account Title (Names on Accounts) Account Number(s) Bank
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Use
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Item (10) NASD continued:
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a member of the immediate family of any such person to whose support such person
contributes, directly or indirectly, or the holder of an account in which an
NASD member or person associated with an NASD member has a beneficial interest.
To comply with conditions under which an exemption from the NASD's
Interpretation With Respect to Free-Riding and Withholding is available, you
agree, if you have checked the NASD Affiliation box, (i) not to sell, transfer
or hypothecate the stock for a period of three months following issuance, and
(ii) to report this subscription in writing to the applicable NASD member within
one day of payment therefor.
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Item (11) Associates continued: List below all other orders submitted by you or Associates (as defined) or by persons acting in
concert with you.
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Number of Number of
Name(s) listed on other stock order forms Shares Ordered Name(s) listed on other stock order forms continued Shares Ordered
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"Associate" is defined as: (i) any corporation or organization (other than
Partners Trust, MHC, Partners Trust Financial Group, Inc., SBU Bank or any
majority-owned subsidiary thereof) of which such person is an officer, trustee
or partner or is, directly or indirectly, the beneficial owner of 10% or more of
any class of equity securities of the corporation or organization; (ii) any
trust or other estate in which such person has a substantial beneficial interest
or as to which such person serves as trustee or in a similar fiduciary capacity
(exclusive of any of any tax-qualified employee stock benefit plan); (iii) any
person who is related by blood or marriage to such person, and (i) lives in the
same home as such person; or (ii) is a director or senior officer of SBU Bank or
any affiliate thereof; and (iv) any person Acting in Concert with any of the
persons or entities specified in clauses (i) through (iii) above; provided,
however, that any Tax-Qualified or Non-Tax-Qualified Employee Stock Benefit Plan
shall not be deemed to be an Associate of any director, or officer of Partners
Trust, MHC, Partners Trust Financial Group, Inc. or SBU Bank, to the extent
provided in the plan. When used to refer to a person other than an officer or
director of SBU Bank, Partners Trust, MHC or Partners Trust Financial Group,
Inc., SBU Bank in its sole discretion may determine the persons that are
Associates of other persons. Directors of Partners Trust Financial Group, Inc.,
Partners Trust, MHC and SBU Bank shall not be deemed to be Associates solely as
a result of their membership on any such board or boards.
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YOU MUST SIGN THE FOLLOWING CERTIFICATION IN ORDER TO PURCHASE STOCK
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CERTIFICATION FORM
I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT
FEDERALLY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
AND IS NOT INSURED OR GUARANTEED BY PARTNERS TRUST, MHC, PARTNERS TRUST
FINANCIAL GROUP, INC., SBU BANK, THE FEDERAL GOVERNMENT OR BY ANY GOVERNMENT
AGENCY. THE ENTIRE AMOUNT OF AN INVESTOR'S PRINCIPAL IS SUBJECT TO LOSS.
If anyone asserts that this security is federally insured or guaranteed, or is
as safe as an insured deposit, I should call the Office of Thrift Supervision,
Regional Director of the Northeast Regional Office at (xxx) xxx-xxxx.
I further certify that, before purchasing the common stock, par value $0.01 per
share, of Partners Trust Financial Group, Inc. (the "Company"), the proposed
holding company for SBU Bank, I received a prospectus of the Company dated
February ____, 2002 relating to such offer of common stock.
The prospectus that I received contains disclosure concerning the nature of the
common stock being offered by the Company and describes in the "Risk Factors"
section beginning on page 14, the risks involved in the investment in this
common stock, including but not limited to the:
1. Our Commercial Real Estate, Commercial and Consumer Loans Expose Us To
Increased Lending Risks.
2. If Our Allowance For Loan Losses Is Not Sufficient To Cover Actual Loan
Losses, Our Earnings Could Decrease.
3. If Economic Conditions Deteriorate, Our Results Of Operations and Financial
Condition, Could Be Adversely Impacted.
4. Changes in Interest Rates Could Adversely Affect Our Results of Operations
and Financial Condition.
5. Our Return On Equity Will Be Low Compared To Other Companies. This Could
Hurt The Trading Price Of Our Common Stock.
6. Investors Who Purchase Stock in the Offering Will Not Exercise Voting
Control Of Partners Trust Financial Group.
7. Our Stock Benefit Plans Will Increase Our Costs, Which Will Reduce Our
Income and Stockholders' Equity.
8. The Implementation Of Stock-Based Benefit Plans May Dilute Your Ownership
Interest.
9. The Contribution of Shares and Cash to the Charitable Foundation Will
Dilute Your Ownership Interests and Adversely Impact Net Income in 2002.
10. Strong Competition Within Our Market Area May Limit Our Growth and
Profitability.
11. Our Ability to Grow May Be Limited If We Cannot Make Acquisitions.
12. Our Valuation Is Not Indicative Of The Future Price Of Our Common Stock.
13. Recent Terrorist Attacks In The United States Have Affected The Stock
Market And The General Economy.
14. We Operate In A Highly Regulated Environment And May Be Adversely Affected
By Changes In Laws And Regulations.
15. Once Submitted, Your Purchase Order May Not Be Revoked Unless the Stock
Offering Is Terminated of Extended Beyond May ___, 2002.
(By Executing this Certification Form the Investor is Not Waiving Any Rights
Under the Federal Securities Laws,
Including the Securities Act of 1933 and the Securities Exchange Act of 1934)
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Signature Date Signature Date
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Print Name Print Name
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THIS CERTIFICATION MUST BE SIGNED IN ORDER TO PURCHASE STOCK
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[Logo] Partners Trust Financial Group, Inc.
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Stock Ownership Guide
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Individual
Include the first name, middle initial and last name of the shareholder. Avoid
the use of two initials. Please omit words that do not affect ownership rights,
such as "Mrs.", "Mr.", "Dr.", "special account", "single person", etc.
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Joint Tenants
Joint tenants with right of survivorship may be specified to identify two or
more owners. When stock is held by joint tenants with right of survivorship,
ownership is intended to pass automatically to the surviving joint tenant(s)
upon the death of any joint tenant. All parties must agree to the transfer or
sale of shares held by joint tenants.
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Tenants in Common
Tenants in common may also be specified to identify two or more owners. When
stock is held by tenants in common, upon the death of one co-tenant, ownership
of the stock will be held by the surviving co-tenant(s) and by the heirs of the
deceased co-tenant. All parties must agree to the transfer or sale of shares
held by tenants in common.
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Uniform Transfers to Minors Act ("UTMA")
Stock may be held in the name of a custodian for a minor under the Uniform
Transfers to Minors Act of each state. There may be only one custodian and one
minor designated on a stock certificate. The standard abbreviation for Custodian
is "CUST", while the Uniform Transfers to Minors Act is "UTMA". Standard U.S.
Postal Service state abbreviations should be used to describe the appropriate
state. For example, stock held by Xxxx Xxx as custodian for Xxxxx Xxx under the
Georgia Uniform Transfers to Minors Act will be abbreviated Xxxx Xxx, CUST Xxxxx
Xxx UTMA GA (use minor's social security number).
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Fiduciaries
Information provided with respect to stock to be held in a fiduciary capacity
must contain the following:
. The name(s) of the fiduciary. If an individual, list the first
name, middle initial and last name. If a corporation, list the
full corporate title (name). If an individual and a corporation,
list the corporation's title before the individual.
. The fiduciary capacity, such as administrator, executor, personal
representative, conservator, trustee, committee, etc.
. A description of the document governing the fiduciary
relationship, such as a trust agreement or court order.
Documentation establishing a fiduciary relationship may be
required to register your stock in a fiduciary capacity.
. The date of the document governing the relationship, except that
the date of a trust created by a will need not be included in the
description.
. The name of the maker, donor or testator and the name of the
beneficiary.
An example of fiduciary ownership of stock in the case of a trust is: Xxxx Xxx,
Trustee Under Agreement Dated 10-1-87 for Xxxxx Xxx.
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Stock Order Form Instructions
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Items 1 and 2 - Number of Shares and Total Payment Due
Fill in the number of shares that you wish to purchase and the total payment
due. The amount due is determined by multiplying the number of shares by the
subscription price of $10.00 per share. The minimum purchase in the subscription
offering is 25 shares. As more fully described in the plan of reorganization
outlined in the prospectus, the maximum purchase in the subscription offering is
$200,000 (20,000 shares), and the maximum purchase in the community offering (if
held) by any person, is $200,000 (20,000 shares). However, no person, together
with associates and persons acting in concert with such person, may purchase in
the aggregate more than $300,000 (30,000 shares) of common stock.
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Item 3 - Employee/Officer/Trustee Information
Check this box to indicate whether you are an employee, officer or trustee of
SBU Bank or a member of such person's immediate family living in the same
household.
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Item 4 - Method of Payment by Check
Indicate the total check(s) amount in this box if your method of payment is by
check, bank draft or money order. Payment for shares may be made in cash (only
if delivered by you in person to a full service branch office of SBU Bank) or by
check, bank draft or money order payable to SBU Bank. Your funds will earn
interest at SBU Bank's passbook rate of interest until the reorganization is
completed. (DO NOT MAIL CASH TO PURCHASE STOCK!)
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Item 5 - Method of Payment by Withdrawal
If you pay for your stock by a withdrawal from a deposit account at SBU Bank,
indicate the account number(s) and the amount of your withdrawal authorization
for each account. The total amount withdrawn should equal the amount of your
stock purchase. There will be no penalty assessed for early withdrawals from
certificate accounts used for stock purchases. This form of payment may not be
used if your account is an Individual Retirement Account or Qualified Plan.
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Item 6 - Purchaser Information
a. Check this box if you are an Eligible Account Holder with a deposit
account(s) totalling $50.00 or more on September 30, 2000.
b. Check this box if you are a Supplemental Eligible Account Holder with
a deposit account(s) totalling $50.00 or more on December 31, 2001.
c. Check this box if you are an Other Member with a deposit account(s) on
_______ xx, 2002.
Please list all names and all account numbers on accounts you had at these dates
in order to insure proper identification of your purchase rights.
Note: Failure to list all your accounts or loans may result in the
loss of part or all of your subscription rights.
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Items 7, 8 and 9 - Stock Registration/Form of Stock Ownership, Names and
Telephone Number
The stock transfer industry has developed a uniform system of shareholder
registrations that will be used in the issuance of your Partners Trust Financial
Group, Inc. common stock. Complete items 7, 8 and 9 as fully and accurately as
possible, and be certain to supply your social security or Tax I.D. number(s)
and your daytime and evening telephone number(s). We may need to call you if we
cannot execute your order as given. If you have any questions regarding the
registration of your stock, please consult your legal advisor. Stock ownership
must be registered in one of the ways described above under "Stock Ownership
Guide".
Adding the names of other persons who are not owners of your qualifying
account(s) will result in your order becoming null and void.
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Item 10 - NASD Affiliation
Please check this box if you are a member of the NASD or if this item otherwise
applies to you.
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Item 11 - Associates Acting in Concert
Check this box if you or any associate (as defined on the reverse side of the
stock order form) or person acting in concert with you has submitted another
order for shares and complete the reverse side of the stock order form.
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Item 12 - Acknowledgement
Sign and date the stock order form and certification form where indicated.
Before you sign, review the stock order form, including the acknowledgement, and
the certification form. Normally, one signature is required. An additional
signature is required only when payment is to be made by withdrawal from a
deposit account that requires multiple signatures to withdraw funds.
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You may mail your completed stock order form and certification form in the
envelope that has been provided, or you may deliver your stock order form and
certification form to any full service branch office of SBU Bank. Your stock
order form and certification form, properly completed, and payment in full (or
withdrawal authorization) at the subscription price must be physically received
by SBU Bank no later than x:00 p.m., Eastern time, on xxxday, _________ xx, 2002
or it will become void. If you have any remaining questions, or if you would
like assistance in completing your stock order form and certification form, you
may call our conversion enter at (xxx) xxx-xxxx, Monday through Friday, between
the hours of 10:00 a.m. and 4:00 p.m. The conversion center will be closed for
bank holidays.
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