EXHIBIT 1
[NORTH FORK LETTERHEAD]
December 28, 1995
Suffolk Bancorp
0 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Gentlemen:
In consideration of the sale to you today of 235,064 shares
of the common stock, par value $5.00 per share, of Suffolk
Bancorp ("Suffolk"), at a price of $37 3/8 per share, we hereby
agree as follows:
North Fork Bancorporation ("North Fork") agrees that, for a
period of twenty-four months from the date hereof, it shall not,
and shall cause each of its corporate affiliates not to, directly
or indirectly, through one or more intermediaries or otherwise,
(i) acquire, agree to acquire or make any proposal to acquire,
the securities of Suffolk or any of its subsidiaries, any warrant
or option to acquire any such securities, any security
convertible into or exchangeable for any such securities or any
other right to acquire any such securities, other than
acquisitions by depositary institution subsidiaries in a
fiduciary capacity or in consideration of debts previously
contracted in the ordinary course of business; (ii) seek or
propose any merger, consolidation, business combination, tender
or exchange offer, sale or purchase of assets or securities,
dissolution, liquidation, restructuring, recapitalization or
similar transaction of or involving Suffolk or any of its
subsidiaries; (iii) make, or in any way participate in, any
"solicitation" of proxies or consents within the meaning of Rule
14a-1 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") with respect to any securities of Suffolk or any
of its subsidiaries, or seek to advise or influence any person
with respect to the voting of any securities of Suffolk or any of
its subsidiaries or demand a copy of the stock ledger, list of
stockholders, or any other books and records of Suffolk or any of
its subsidiaries; (iv) form, join or in any way participate in a
"group" (within the meaning of Section 13(d)(3) of the Exchange
Act), with respect to any securities of Suffolk or any of its
subsidiaries; (v) otherwise act, alone or in concert with others,
to seek control or influence, in any manner, the management,
Board of Directors or policies of Suffolk or any of its
subsidiaries; (vi) have any discussions or enter into any
arrangements, understandings or agreements (whether written or
oral) with, or advise, finance, assist or encourage, any other
persons in connection with any of the foregoing, or make any
other investment in any other person that engages, or offers or
proposes to engage, in any of the foregoing, or (vii) make any
publicly disclosed proposal regarding any of the foregoing.
North Fork also agrees during such period not to make any
proposal, statement or inquiry, or disclose any intention, plan
or arrangement (whether written or oral) inconsistent with the
foregoing, or request Suffolk, directly or indirectly, to amend,
waive or terminate any provision of this Agreement (including
this sentence).
The parties further agree that funds in the full amount of
the purchase price described above shall be wired in immediately
available funds on or prior to 12:00 noon on January 2, 1996.
This Agreement may be executed in several counterparts and
by different parties hereto on separate counterparts, and when so
executed, each such counterpart shall be deemed to be an
original. Such counterparts together shall constitute one and
the same instrument.
If the foregoing correctly states our understanding and
agreement, kindly acknowledge and return this Agreement to the
attention of the undersigned.
Sincerely,
NORTH FORK BANCORPORATION
By: /s/ Xxxx Xxxx Xxxxx
Name: Xxxx Xxxx Xxxxx
Title: Chairman, President
and Chief Executive Officer
ACCEPTED AND AGREED TO:
SUFFOLK BANCORP
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: President
