##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q





QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended September 30, 2008

Commission file number 0-13580





SUFFOLK BANCORP

(Exact Name of Registrant as Specified in Its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|New York State                                                 |  | 11-2708279                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|4 West Second Street, Riverhead, New York                      |  | 11901                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(631) 727-5667

(Registrants Telephone Number, Including Area Code)





Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes   x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer
and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                         
|-------------------------- |  | -------------------- |  | ------------------------
|Large Accelerated Filer   ̈ |  | Accelerated Filer  x |  | Non-Accelerated Filer   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

9,582,699 SHARES OF COMMON STOCK OUTSTANDING AS OF November 3, 2008









---

##### Table of Contents

This page left blank intentionally.



Page 2



---

##### Table of Contents

SUFFOLK BANCORP AND SUBSIDIARIES



|                                                                                              |  |     
|--------------------------------------------------------------------------------------------- |  | ----
|                                                                                              | 
|                                                                                              |  | Page
|                                                                                              | 
|Part I - Financial Information (unaudited)                                                    |  |     
|                                                                                              | 
|Item 1. Financial Statements                                                                  |  |     
|                                                                                              | 
|Consolidated Statements of Condition                                                          |  | 4   
|                                                                                              | 
|Consolidated Statements of Income, For the Three Months Ended September 30, 2008 and 2007     |  | 5   
|                                                                                              | 
|Consolidated Statements of Income, For the Nine Months Ended September 30, 2008 and 2007      |  | 6   
|                                                                                              | 
|Consolidated Statements of Cash Flows, For the Nine Months Ended September 30, 2008 and 2007  |  | 7   
|                                                                                              | 
|Notes to the Un-audited Consolidated Financial Statements                                     |  | 8   
|                                                                                              | 
|(1) Basis of Presentation                                                                     |  | 8   
|                                                                                              | 
|(2) Stock-based Compensation                                                                  |  | 8   
|                                                                                              | 
|(3) Income Taxes                                                                              |  | 9   
|                                                                                              | 
|(4) Investments                                                                               |  | 9   
|                                                                                              | 
|(5) Retirement Plan                                                                           |  | 11  
|                                                                                              | 
|(6) Recent Accounting Pronouncements                                                          |  | 11  
|                                                                                              | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations |  | 12  
|                                                                                              | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  | 20  
|                                                                                              | 
|Item 4. Controls and Procedures                                                               |  | 20  
|                                                                                              | 
|Part II - Other Information                                                                   |  |     
|                                                                                              | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 21  
|                                                                                              | 
|Item 6. Exhibits and Reports on Form 8-K                                                      |  | 21  
|                                                                                              | 
|Signatures                                                                                    |  | 22  
|                                                                                              | 
|Certifications of Periodic Report  Exhibit 31.1                                              |  |     
|Exhibit 32.1                                                                                  |  |     



Page 3



---

##### Table of Contents

SUFFOLK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION

(in thousands of dollars except for share and per share data)



|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | --------- | - | ----------------- | - | --------- | -
|                                                                                                                                                                   |  | September 30, 2008 |           |   | December 31, 2007 |  
|                                                                                                                                                                   |  | unaudited          |           |   |                   |  
|ASSETS                                                                                                                                                             |  |                    |           |   |                   |   |           |  
|Cash & Due From Banks                                                                                                                                              |  | $                  | 57,043    |   |                   | $ | 56,633    |  
|Federal Funds Sold                                                                                                                                                 |  |                    | 61,800    |   |                   |   | 2,700     |  
|Investment Securities:                                                                                                                                             |  |                    |           |   |                   |   |           |  
|Available for Sale, at Fair Value                                                                                                                                  |  |                    | 387,404   |   |                   |   | 392,796   |  
|Held to Maturity (Fair Value of $20,258 and $18,199, respectively)                                                                                                 |  |                    |           |   |                   |   |           |  
|Obligations of States & Political Subdivisions                                                                                                                     |  |                    | 11,415    |   |                   |   | 9,055     |  
|Federal Reserve Bank Stock                                                                                                                                         |  |                    | 638       |   |                   |   | 638       |  
|Federal Home Loan Bank Stock                                                                                                                                       |  |                    | 7,697     |   |                   |   | 7,818     |  
|Corporate Bonds & Other Securities                                                                                                                                 |  |                    | 100       |   |                   |   | 100       |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|Total Investment Securities                                                                                                                                        |  |                    | 407,254   |   |                   |   | 410,407   |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|Total Loans                                                                                                                                                        |  |                    | 1,061,658 |   |                   |   | 958,800   |  
|Less: Allowance for Loan Losses                                                                                                                                    |  |                    | 7,970     |   |                   |   | 7,672     |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|Net Loans                                                                                                                                                          |  |                    | 1,053,688 |   |                   |   | 951,128   |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|Premises & Equipment, Net                                                                                                                                          |  |                    | 22,047    |   |                   |   | 22,143    |  
|Accrued Interest Receivable, Net                                                                                                                                   |  |                    | 7,537     |   |                   |   | 7,359     |  
|Excess of Cost Over Fair Value of Net Assets Acquired                                                                                                              |  |                    | 814       |   |                   |   | 814       |  
|Other Assets                                                                                                                                                       |  |                    | 16,909    |   |                   |   | 19,397    |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|TOTAL ASSETS                                                                                                                                                       |  | $                  | 1,627,092 |   |                   | $ | 1,470,581 |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|                                                                                                                                                                   |  |                   
|LIABILITIES & STOCKHOLDERS EQUITY                                                                                                                                 |  |                    |           |   |                   |   |           |  
|Demand Deposits                                                                                                                                                    |  | $                  | 452,781   |   |                   | $ | 423,225   |  
|Saving, N.O.W. & Money Market Deposits                                                                                                                             |  |                    | 538,641   |   |                   |   | 404,457   |  
|Time Certificates of $100,000 or more                                                                                                                              |  |                    | 147,709   |   |                   |   | 116,795   |  
|Other Time Deposits                                                                                                                                                |  |                    | 175,438   |   |                   |   | 198,898   |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|Total Deposits                                                                                                                                                     |  |                    | 1,314,569 |   |                   |   | 1,143,375 |  
|                                                                                                                                                                   |  |                   
|Federal Home Loan Bank Borrowings                                                                                                                                  |  |                    | 140,000   |   |                   |   | 143,500   |  
|Repurchase Agreements                                                                                                                                              |  |                    | 37,620    |   |                   |   | 54,820    |  
|Dividend Payable on Common Stock                                                                                                                                   |  |                    | 2,107     |   |                   |   | 2,121     |  
|Accrued Interest Payable                                                                                                                                           |  |                    | 2,246     |   |                   |   | 2,247     |  
|Other Liabilities                                                                                                                                                  |  |                    | 13,170    |   |                   |   | 15,537    |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|TOTAL LIABILITIES                                                                                                                                                  |  |                    | 1,509,712 |   |                   |   | 1,361,600 |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|                                                                                                                                                                   |  |                   
|STOCKHOLDERS EQUITY                                                                                                                                               |  |                    |           |   |                   |   |           |  
|Common Stock (par value $2.50; 15,000,000 shares authorized; 9,576,354 and 9,610,730 shares outstanding at September 30, 2008 and
December 31, 2007, respectively) |  |                    | 33,930    |   |                   |   | 33,911    |  
|Surplus                                                                                                                                                            |  |                    | 20,515    |   |                   |   | 20,172    |  
|Treasury Stock at Par (3,995,661 and 3,953,661 shares, respectively)                                                                                               |  |                    | (9,989    | ) |                   |   | (9,884    | )
|Retained Earnings                                                                                                                                                  |  |                    | 75,458    |   |                   |   | 63,939    |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|                                                                                                                                                                   |  |                    | 119,914   |   |                   |   | 108,138   |  
|                                                                                                                                                                   |  |                   
|Accumulated Other Comprehensive (Loss) Income, Net of Tax                                                                                                          |  |                    | (2,534    | ) |                   |   | 843       |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                         |  |                    | 117,380   |   |                   |   | 108,981   |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  
|TOTAL LIABILITIES & STOCKHOLDERS EQUITY                                                                                                                           |  | $                  | 1,627,092 |   |                   | $ | 1,470,581 |  
|                                                                                                                                                                   |  |                    |           |   |                   |   |           |  

See accompanying notes to consolidated financial statements.



Page 4



---

##### Table of Contents

SUFFOLK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands of dollars except for share and per share data)



|                                                    |  |                            |           |                    |   |          
|--------------------------------------------------- |  | -------------------------- | --------- | ------------------ | - | ---------
|                                                    |  | For the Three Months Ended
|                                                    |  | September 30, 2008         |           | September 30, 2007
|                                                    |  | unaudited                  |           | unaudited         
|INTEREST INCOME                                     |  |                            |           |                    |   |          
|Federal Funds Sold                                  |  | $                          | 262       |                    | $ | 53       
|United States Treasury Securities                   |  |                            | 100       |                    |   | 99       
|Obligations of States & Political Subdivisions      |  |                            | 1,595     |                    |   | 1,407    
|Mortgage-Backed Securities                          |  |                            | 2,029     |                    |   | 1,891    
|U.S. Government Agency Obligations                  |  |                            | 855       |                    |   | 1,083    
|Corporate Bonds & Other Securities                  |  |                            | 119       |                    |   | 96       
|Loans                                               |  |                            | 17,494    |                    |   | 17,845   
|                                                    |  |                            |           |                    |   |          
|Total Interest Income                               |  |                            | 22,454    |                    |   | 22,474   
|                                                    |  |                            |           |                    |   |          
|INTEREST EXPENSE                                    |  |                            |           |                    |   |          
|Saving, N.O.W. & Money Market Deposits              |  |                            | 2,085     |                    |   | 1,221    
|Time Certificates of $100,000 or more               |  |                            | 1,030     |                    |   | 1,408    
|Other Time Deposits                                 |  |                            | 1,307     |                    |   | 2,076    
|Federal Funds Purchased and Repurchase Agreements   |  |                            | 295       |                    |   | 739      
|Interest on Other Borrowings                        |  |                            | 1,052     |                    |   | 983      
|                                                    |  |                            |           |                    |   |          
|Total Interest Expense                              |  |                            | 5,769     |                    |   | 6,427    
|                                                    |  |                            |           |                    |   |          
|Net-interest Income                                 |  |                            | 16,685    |                    |   | 16,047   
|Provision for Loan Losses                           |  |                            | 300       |                    |   | 22       
|                                                    |  |                            |           |                    |   |          
|Net-interest Income After Provision for Loan Losses |  |                            | 16,385    |                    |   | 16,025   
|                                                    |  |                            |           |                    |   |          
|OTHER INCOME                                        |  |                            |           |                    |   |          
|Service Charges on Deposit Accounts                 |  |                            | 1,402     |                    |   | 1,339    
|Other Service Charges, Commissions & Fees           |  |                            | 904       |                    |   | 784      
|Fiduciary Fees                                      |  |                            | 366       |                    |   | 363      
|Other Operating Income                              |  |                            | 129       |                    |   | 270      
|                                                    |  |                            |           |                    |   |          
|Total Other Income                                  |  |                            | 2,801     |                    |   | 2,756    
|                                                    |  |                            |           |                    |   |          
|OTHER EXPENSE                                       |  |                            |           |                    |   |          
|Salaries & Employee Benefits                        |  |                            | 6,520     |                    |   | 6,062    
|Net Occupancy Expense                               |  |                            | 1,289     |                    |   | 1,061    
|Equipment Expense                                   |  |                            | 534       |                    |   | 515      
|Other Operating Expense                             |  |                            | 3,002     |                    |   | 2,269    
|                                                    |  |                            |           |                    |   |          
|Total Other Expense                                 |  |                            | 11,345    |                    |   | 9,907    
|                                                    |  |                            |           |                    |   |          
|Income Before Provision for Income Taxes            |  |                            | 7,841     |                    |   | 8,874    
|Provision for Income Taxes                          |  |                            | 2,168     |                    |   | 2,831    
|                                                    |  |                            |           |                    |   |          
|NET INCOME                                          |  | $                          | 5,673     |                    | $ | 6,043    
|                                                    |  |                            |           |                    |   |          
|Average:Common Shares Outstanding                   |  |                            | 9,575,691 |                    |   | 9,765,095
|Dilutive Stock Options                              |  |                            | 27,742    |                    |   | 15,118   
|                                                    |  |                            |           |                    |   |          
|Average Total Common Shares and Dilutive Options    |  |                            | 9,603,433 |                    |   | 9,780,213
|                                                    |  |                           
|EARNINGS PER COMMON SHAREBasic                      |  | $                          | 0.59      |                    | $ | 0.61     
|Diluted                                             |  | $                          | 0.59      |                    | $ | 0.61     
|                                                    |  |                           
|DIVIDENDS PER COMMON SHARE                          |  | $                          | 0.22      |                    | $ | 0.22     

See accompanying notes to consolidated financial statements.



Page 5



---

##### Table of Contents

SUFFOLK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands of dollars except for share and per share data)



|                                                  |  |                           |           |                    |   |          
|------------------------------------------------- |  | ------------------------- | --------- | ------------------ | - | ---------
|                                                  |  | For the Nine Months Ended
|                                                  |  | September 30, 2008        |           | September 30, 2007
|                                                  |  | unaudited                 |           | unaudited         
|INTEREST INCOME                                   |  |                           |           |                    |   |          
|Federal Funds Sold                                |  | $                         | 265       |                    | $ | 136      
|United States Treasury Securities                 |  |                           | 298       |                    |   | 297      
|Obligations of States & Political Subdivisions    |  |                           | 4,643     |                    |   | 3,955    
|Mortgage-Backed Securities                        |  |                           | 5,994     |                    |   | 5,878    
|U.S. Government Agency Obligations                |  |                           | 2,948     |                    |   | 3,518    
|Corporate Bonds & Other Securities                |  |                           | 500       |                    |   | 304      
|Loans                                             |  |                           | 51,759    |                    |   | 52,782   
|                                                  |  |                           |           |                    |   |          
|Total Interest Income                             |  |                           | 66,407    |                    |   | 66,870   
|                                                  |  |                           |           |                    |   |          
|INTEREST EXPENSE                                  |  |                           |           |                    |   |          
|Saving, N.O.W. & Money Market Deposits            |  |                           | 4,841     |                    |   | 3,632    
|Time Certificates of $100,000 or more             |  |                           | 3,163     |                    |   | 3,751    
|Other Time Deposits                               |  |                           | 4,641     |                    |   | 6,097    
|Federal Funds Purchased and Repurchase Agreements |  |                           | 1,181     |                    |   | 2,180    
|Interest on Other Borrowings                      |  |                           | 3,595     |                    |   | 3,096    
|                                                  |  |                           |           |                    |   |          
|Total Interest Expense                            |  |                           | 17,421    |                    |   | 18,756   
|                                                  |  |                           |           |                    |   |          
|Net-interest Income                               |  |                           | 48,986    |                    |   | 48,114   
|Provision for Loan Losses                         |  |                           | 825       |                    |   | 152      
|                                                  |  |                           |           |                    |   |          
|Net-interest Income After Provision               |  |                           | 48,161    |                    |   | 47,962   
|                                                  |  |                           |           |                    |   |          
|OTHER INCOME                                      |  |                           |           |                    |   |          
|Service Charges on Deposit Accounts               |  |                           | 4,208     |                    |   | 4,015    
|Other Service Charges, Commissions & Fees         |  |                           | 2,350     |                    |   | 2,199    
|Fiduciary Fees                                    |  |                           | 1,114     |                    |   | 1,022    
|Net Security Gains                                |  |                           | 3,737     |                    |   |         
|Other Operating Income                            |  |                           | 434       |                    |   | 449      
|                                                  |  |                           |           |                    |   |          
|Total Other Income                                |  |                           | 11,843    |                    |   | 7,685    
|                                                  |  |                           |           |                    |   |          
|OTHER EXPENSE                                     |  |                           |           |                    |   |          
|Salaries & Employee Benefits                      |  |                           | 19,179    |                    |   | 18,396   
|Net Occupancy Expense                             |  |                           | 3,463     |                    |   | 3,065    
|Equipment Expense                                 |  |                           | 1,580     |                    |   | 1,660    
|Other Operating Expense                           |  |                           | 7,912     |                    |   | 7,428    
|                                                  |  |                           |           |                    |   |          
|Total Other Expense                               |  |                           | 32,134    |                    |   | 30,549   
|                                                  |  |                           |           |                    |   |          
|Income Before Provision for Income Taxes          |  |                           | 27,870    |                    |   | 25,098   
|Provision for Income Taxes                        |  |                           | 8,924     |                    |   | 8,574    
|                                                  |  |                           |           |                    |   |          
|NET INCOME                                        |  | $                         | 18,946    |                    | $ | 16,524   
|                                                  |  |                           |           |                    |   |          
|Average:Common Shares Outstanding                 |  |                           | 9,579,312 |                    |   | 9,969,036
|Dilutive Stock Options                            |  |                           | 21,282    |                    |   | 20,657   
|                                                  |  |                           |           |                    |   |          
|Average Total Common Shares and Dilutive Options  |  |                           | 9,600,594 |                    |   | 9,989,693
|                                                  |  |                          
|EARNINGS PER COMMON SHAREBasic                    |  | $                         | 1.98      |                    | $ | 1.66     
|Diluted                                           |  | $                         | 1.97      |                    | $ | 1.65     
|                                                  |  |                          
|DIVIDENDS PER COMMON SHARE                        |  | $                         | 0.66      |                    | $ | 0.66     

See accompanying notes to consolidated financial statements.



Page 6



---

##### Table of Contents

SUFFOLK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of dollars)



|                                                               |  |                           |          |   |                    |   |         |  
|-------------------------------------------------------------- |  | ------------------------- | -------- | - | ------------------ | - | ------- | -
|                                                               |  | For the Nine Months Ended |         
|                                                               |  | September 30, 2008        |          |   | September 30, 2007 |  
|                                                               |  | unaudited                 |          |   | unaudited          |  
|NET INCOME                                                     |  | $                         | 18,946   |   |                    | $ | 16,524  |  
|                                                               |  |                          
|ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH                |  |                           |          |   |                    |   |         |  
|                                                               |  |                          
|CASH FLOWS FROM OPERATING ACTIVITIES                           |  |                           |          |   |                    |   |         |  
|Provision for Loan Losses                                      |  |                           | 825      |   |                    |   | 152     |  
|Depreciation & Amortization                                    |  |                           | 1,843    |   |                    |   | 1,747   |  
|Net Security Gains                                             |  |                           | (3,737   | ) |                    |   |        |  
|Stock Based Compensation                                       |  |                           | 138      |   |                    |   | 180     |  
|Accretion of Discounts                                         |  |                           | (269     | ) |                    |   | (108    | )
|Amortization of Premiums                                       |  |                           | 681      |   |                    |   | 623     |  
|Increase in Accrued Interest Receivable                        |  |                           | (178     | ) |                    |   | (459    | )
|Decrease in Other Assets                                       |  |                           | 1,718    |   |                    |   | 725     |  
|Decrease in Accrued Interest Payable                           |  |                           | (1       | ) |                    |   | (892    | )
|Increase (Decrease) in Other Liabilities                       |  |                           | 1,786    |   |                    |   | (2,062  | )
|                                                               |  |                           |          |   |                    |   |         |  
|Net Cash Provided by Operating Activities                      |  |                           | 21,752   |   |                    |   | 16,430  |  
|                                                               |  |                           |          |   |                    |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES                           |  |                           |          |   |                    |   |         |  
|Principal Payments on Investment Securities Available for Sale |  |                           | 27,921   |   |                    |   | 22,009  |  
|Proceeds from Sale of Investment Securities Available for Sale |  |                           | 3,737    |   |                    |   |        |  
|Maturities of Investment Securities; Available for Sale        |  |                           | 47,000   |   |                    |   | 20,000  |  
|Purchases of Investment Securities; Available for Sale         |  |                           | (74,550  | ) |                    |   | (28,328 | )
|Maturities of Investment Securities; Held to Maturity          |  |                           | 2,322    |   |                    |   | 2,796   |  
|Purchases of Investment Securities; Held to Maturity           |  |                           | (4,560   | ) |                    |   | (2,210  | )
|Loan Disbursements & Repayments, Net                           |  |                           | (105,499 | ) |                    |   | (42,899 | )
|Purchases of Premises & Equipment, Net                         |  |                           | (1,746   | ) |                    |   | (1,261  | )
|                                                               |  |                           |          |   |                    |   |         |  
|Net Cash Used in Investing Activities                          |  |                           | (105,375 | ) |                    |   | (29,893 | )
|                                                               |  |                           |          |   |                    |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                           |  |                           |          |   |                    |   |         |  
|Net Increase in Deposit Accounts                               |  |                           | 171,194  |   |                    |   | 21,323  |  
|Dividends Paid to Shareholders                                 |  |                           | (6,332   | ) |                    |   | (6,641  | )
|Treasury Shares Acquired                                       |  |                           | (1,253   | ) |                    |   | (16,997 | )
|Dividend Reinvestment in Common Stock                          |  |                           | 224      |   |                    |   |        |  
|Net (Payments of) Proceeds from Other Borrowings               |  |                           | (20,700  | ) |                    |   | 21,655  |  
|                                                               |  |                           |          |   |                    |   |         |  
|Net Cash Provided by Financing Activities                      |  |                           | 143,133  |   |                    |   | 19,340  |  
|                                                               |  |                           |          |   |                    |   |         |  
|Net Increase in Cash & Cash Equivalents                        |  |                           | 59,510   |   |                    |   | 5,877   |  
|                                                               |  |                          
|Cash & Cash Equivalents Beginning of Period                    |  |                           | 59,333   |   |                    |   | 43,576  |  
|                                                               |  |                           |          |   |                    |   |         |  
|Cash & Cash Equivalents End of Period                          |  | $                         | 118,843  |   |                    | $ | 49,453  |  
|                                                               |  |                           |          |   |                    |   |         |  

See accompanying notes to consolidated financial statements.



Page 7



---

##### Table of Contents

SUFFOLK BANCORP AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial
statements of Suffolk Bancorp (Suffolk) and its consolidated subsidiaries have been prepared to reflect all adjustments (consisting solely of normally recurring accruals) necessary for a fair presentation of the financial condition and results of
operations for the periods presented. Certain information and footnotes normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (U.S.
GAAP) have been condensed or omitted. Notwithstanding, management believes that the disclosures are adequate to prevent the information from misleading the reader, particularly when the accompanying consolidated financial statements are read
in conjunction with the audited consolidated financial statements and notes thereto included in the Registrants Annual Report on Form 10-K, for the year ended December 31, 2007.

The results of operations for the three and nine month periods ended September 30, 2008 are not necessarily indicative of the results of operations to be expected
for the remainder of the year.

(2) Stock-based Compensation

At September 30, 2008, Suffolk had one stock-based employee compensation plan, a Stock Option Plan (the Plan), under which 1,200,000 shares of Suffolks common stock were originally reserved for
issuance to key employees, and of which 1,020,500 remained available at that date. Options are awarded by a committee appointed by the Board of Directors. The Plan provides that the option price shall not be less than the fair value of the common
stock on the date the option is granted. All options are exercisable for a period of ten years or less. The Plan provides for but does not require the grant of stock appreciation rights that the holder may exercise instead of the underlying option.
When the stock appreciation right is exercised, the underlying option is canceled. The optionee receives shares of common stock with a fair market value equal to the excess of the fair value of the shares subject to the option at the time of
exercise (or the portion thereof so exercised) over the aggregate option price of the shares set forth in the option agreement. The exercise of stock appreciation rights is treated as the exercise of the underlying option. Options vest after one
year and expire after ten years.

Suffolk accounts for stock based compensation in accordance with Statement of Financial Accounting Standard
(SFAS) No. 123(R), Share-Based Payment (SFAS 123(R)). This statement requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their
fair values. During the three months ended September 30, 2008, $44,000 of compensation expense, net of a tax benefit of $18,000, was recorded for stock-based compensation. During the nine months ended September 30, 2008, $138,000 of
compensation expense, net of a tax benefit of $56,000, was recorded for stock-based compensation. As of September 30, 2008, there was $59,000 of total unrecognized compensation cost, net of estimated forfeitures, related to non-vested options
under the Plan. That cost is expected to be recognized over a remaining period of 4 months.

The following table presents the options granted, exercised,
or expired during the nine months ended September 30, 2008:



|                              |  |         |   |  |                    |      
|----------------------------- |  | ------- | - |  | ------------------ | -----
|                              |  | Shares  |   |  | Wtd. Avg. Exercise
|Balance at December 31, 2007  |  | 141,500 |   |  | $                  | 27.61
|Options granted               |  | 17,000  |   |  |                    | 31.18
|Options exercised             |  |        |   |  |                    |     
|Options expired or terminated |  | (16,000 | ) |  |                    | 32.83
|                              |  |         |   |  |                    |      
|Balance at September 30, 2008 |  | 142,500 |   |  | $                  | 27.45
|                              |  |         |   |  |                    |      



Page 8



---

##### Table of Contents

The following table presents certain information about the valuation of options granted during the nine months ended
September 30, 2008 and the year ended December 31, 2007:



|                                                                               |  |                         |         |   |                      |   |         |  
|------------------------------------------------------------------------------ |  | ----------------------- | ------- | - | -------------------- | - | ------- | -
|At, or during,                                                                 |  | 9 Months Ended9/30/2008 |         |   | Year Ended12/31/2007 |  
|Exercisable options (vested)                                                   |  |                         | 127,500 |   |                      |   | 117,500 |  
|Weighted average fair value of options (Black-Scholes model) at date of grant: |  | $                       | 10.38   |   |                      | $ | 10.07   |  
|Black-Scholes Assumptions:                                                     |  |                         |         |   |                      |   |         |  
|Risk-free interest rate                                                        |  |                         | 3.59    | % |                      |   | 4.89    | %
|Expected dividend yield                                                        |  |                         | 2.82    | % |                      |   | 2.43    | %
|Expected life in years                                                         |  |                         | 10      |   |                      |   | 10      |  
|Expected volatility                                                            |  |                         | 35.40   | % |                      |   | 25.20   | %
|                                                                               |  |                         |         |   |                      |   |         |  

The following table details contractual weighted-average lives of outstanding options at various prices:



|                                |  |                             |         |                  |   |            |  |   |       
|------------------------------- |  | --------------------------- | ------- | ---------------- | - | ---------- |  | - | ------
|                                |  | By range of exercise prices
|from                            |  | $                           | 13.13   |                  | $ | 31.18      |  | $ | 34.39 
|to                              |  |                             | 15.50   |                  |   | 32.90      |  |   | 34.95 
|                                |  |                             |         |                  |   |            |  |   |       
|Outstanding stock options       |  |                             | 42,000  |                  |   | 67,000     |  |   | 33,500
|Weighted-average remaining life |  |                             | 1.85    |                  |   | 7.28       |  |   | 6.58  
|Weighted-average exercise price |  | $                           | 14.60   |                  | $ | 31.86      |  | $ | 34.74 
|                                |  |                             |        
|Exercisable stock options       |  |                             | 42,000  |                  |   | 52,000     |  |   | 33,500
|Weighted-average remaining life |  |                             | 1.85    |                  |   | 6.69       |  |   | 6.58  
|Weighted-average exercise price |  | $                           | 14.60   |                  | $ | 32.05      |  | $ | 34.74 
|                                |  |                             |         |                  |   |            |  |   |       
|                                |  |                            
|                                |  |                             |         | Weighted-average
|At all prices                   |  | Options                     |         | price            |   | life (yrs)
|Total outstanding               |  |                             | 142,500 |                  | $ | 27.45      |  |   | 5.51  
|Total exerciseable              |  |                             | 127,500 |                  | $ | 27.01      |  |   | 5.06  
|                                |  |                             |         |                  |   |            |  |   |       

(3) Income Taxes

Under the liability method, deferred tax assets and liabilities are determined by the difference between the financial statement, and the tax bases of assets and liabilities. Deferred tax assets are subject to
managements judgment of available evidence that future realization is more likely than not. If management determines that Suffolk may be unable to realize all or part of the net deferred tax assets in the future, a direct charge to income tax
expense may be required to reduce the recorded value of the net deferred tax asset to the amount management expects can be realized. On July 13, 2006, the Financial Accounting Standards Board (FASB) issued Interpretation
No. 48, Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements
in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. Only tax positions that meet a more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized upon adoption of FIN 48. Suffolk has adopted the
provisions of FIN 48 as of January 1, 2007. Suffolk determined, under the guidance of FIN 48 and the information available at the time, that is was not likely that the dividend received from its Real Estate Investment Trust subsidiary, would be
included in full in taxable income as calculated for purposes of New York State corporate income tax. Accordingly, the cumulative effect of applying the provisions of FIN 48 were recorded as a credit adjustment to retained earnings in the amount of
$2,013,000, as a result of the review, recognition, and measurement of uncertain tax positions. As of September 30, 2008, Suffolk had a liability for unrecognized tax benefits in the amount of $110,000. There have been no material changes in
unrecognized tax benefits since January 1, 2008. Suffolk recognizes interest and penalties accrued relating to unrecognized tax benefits in income tax expense.

(4) Investments

In September 2006, FASB issued SFAS No. 157, Fair Value
Measurements (SFAS No. 157). This statement defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value measurements. The definition of fair value retains the
exchange price notion, however this statement clarifies that the



Page 9



---

##### Table of Contents

exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the principal market for the
asset or liability. This statement emphasizes that fair value is a market-based measurement, not an entity-specific measurement, therefore a fair value measurement should be determined based on the assumptions that market participants would use in
pricing the asset or liability. This statement clarifies that market participant assumptions include assumptions about risk, the risk inherent in a particular valuation technique used to measure fair value and/or the risk inherent in the inputs to
the valuation technique, as well as the effect of credit risk on the fair value of liabilities. This statement also expands disclosures about the use of fair value to measure assets and liabilities in interim and annual periods, focusing on the
inputs used to measure fair value. The three levels of the fair value inputs under SFAS No. 157 are described below:

Basis of Fair Value Measurement:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
liabilities;

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for
substantially the full term of the asset or liability;

Level 3 - Prices or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Suffolk has adopted the provisions of SFAS
157 as of January 1, 2008. The following table summarizes fair value measurements as of September 30, 2008: (in thousands)



|                              |  |                               |         |                                                             |   |                                            |  |                                        |         |  |   |    
|----------------------------- |  | ----------------------------- | ------- | ----------------------------------------------------------- | - | ------------------------------------------ |  | -------------------------------------- | ------- |  | - | ---
|                              |  | Fair Value Measurements Using
|Description                   |  | 9/30/2008                     |         | Active Markets forIdentical AssetsQuoted Prices in(Level 1) |   | SignificantOtherObservable Inputs(Level
2) |  | SignificantUnobservableInputs(Level
3)
|Available-for-sale securities |  | $                             | 387,404 |                                                             | $ | 85,611                                     |  | $                                      | 301,793 |  |   |   
|Impaired Loans                |  |                               | 649     |                                                             |   |                                           |  |                                        |        |  |   | 649
|                              |  |                               |         |                                                             |   |                                            |  |                                        |         |  |   |    
|Total                         |  | $                             | 388,053 |                                                             | $ | 85,611                                     |  | $                                      | 301,793 |  | $ | 649
|                              |  |                               |         |                                                             |   |                                            |  |                                        |         |  |   |    

The types of instruments valued based on quoted market prices in active markets include most U.S. Government debt
and agency debt securities. Such instruments are generally classified within level 1 or level 2 of the fair value hierarchy. As required by SFAS No. 157, Suffolk does not adjust the quoted price for such instruments.

The types of instruments valued based on quoted prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels
of price transparency include state and municipal obligations, mortgage backed securities and collateralized mortgage obligations. Such instruments are generally classified within level 2 of the fair value hierarchy.

On October 10, 2008, FASB issued Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Assets When the Market for That Assets is Not
Active. This FASB Staff Position (FSP) applies to financial assets within the scope of accounting pronouncements that require or permit fair value measurements in accordance with SFAS No. 157. FSP 157-3 clarifies the application of SFAS
No. 157 in a market that is not active and provides an example to illustrate key considerations and internal assumption that can be used in determining the fair value of financial assets when the market for that financial asset is not active.
This FSP is effective upon issuance, including prior periods for which financial statements have not been issued.

Impaired loans are evaluated and valued
at the time the loan is identified as impaired, at the lower of cost or market value, and classified at level 3 in the fair value hierarchy. Market value is measured based on the value of the collateral securing these loans or techniques that are
not supported by market activity for loans that are not collateral dependent and require managements judgment. Collateral may be real estate and/or business assets including equipment, inventory and/or accounts receivable. The value of real
estate collateral is determined based on appraisals by qualified licensed appraisers hired by Suffolk. The value of business equipment may be based on an appraisal by qualified licensed appraisers hired by Suffolk if significant, or may be valued
based on the equipments net book value on the business financial statements. Inventory and accounts receivable collateral may be valued based on independent field examiner review or aging reports, if significant.



Page 10



---

##### Table of Contents

Field examiner reviews may be conducted based on the loan exposure and reliance on this type of collateral. Appraised and
reported values may be discounted based on managements historical knowledge, changes in market conditions from the time of valuation, and/or managements expertise and knowledge of the client and clients business. Impaired loans are
reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above.

(5) Retirement Plan

In September 2006, FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106 and 132(R). This statement requires an employer that is a business entity and sponsors one or more single-employer defined benefit plans to recognize the funded
status of a benefit plan in its statement of financial position; recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as
components of net periodic benefit cost pursuant to FASB No. 87 or No. 106; measure defined benefit plan assets and obligation as of the date of the employers fiscal year-end statement of financial position (with limited exceptions);
and disclose in the notes to financial statements additional information about certain effects of net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and
transition asset and obligation. Upon initial application of this statement and subsequently, an employer should continue to apply the provisions in Statements 87, 88, and 106 in measuring plan assets and benefit obligations as of the date of its
statement of financial position and in determining the amount of net periodic benefit cost. An employer with publicly traded equity securities was required to recognize initially the funded status of a defined benefit postretirement plan and to
provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. Suffolk has adopted the provisions of SFAS. No. 158, which have been recorded in the accompanying consolidated statement of condition and
disclosures.

In accordance with the requirements of SFAS No. 132(R), Suffolk presents information concerning net periodic defined benefit pension
expense for the quarter and year to date periods ended September 30, 2008 and 2007, including the following components:



|                                                |  |                   |          |   |                   |   |          |                   |  |   |                   |   |  |   |            |  
|----------------------------------------------- |  | ----------------- | -------- | - | ----------------- | - | -------- | ----------------- |  | - | ----------------- | - |  | - | ---------- | -
|                                                |  | 3 months9/30/2008 |          |   | 3 months9/30/2007 |   |          | 9 months9/30/2008 |  |   | 9 months9/30/2007 |  
|Service cost                                    |  | $                 | 338,452  |   |                   | $ | 345,431  |                   |  | $ | 1,015,355         |   |  | $ | 1,036,292  |  
|Interest cost                                   |  |                   | 408,165  |   |                   |   | 370,522  |                   |  |   | 1,224,496         |   |  |   | 1,111,565  |  
|Expected return on plan assets                  |  |                   | (520,474 | ) |                   |   | (470,830 | )                 |  |   | (1,561,423        | ) |  |   | (1,412,490 | )
|Amortization of prior service cost              |  |                   | (995     | ) |                   |   | (995     | )                 |  |   | (2,984            | ) |  |   | (2,984     | )
|Amortization of unrecognized net actuarial loss |  |                   |         |   |                   |   | 33,732   |                   |  |   |                  |   |  |   | 101,195    |  
|                                                |  |                   |          |   |                   |   |          |                   |  |   |                   |   |  |   |            |  
|Net periodic benefit expense                    |  | $                 | 225,148  |   |                   | $ | 277,859  |                   |  | $ | 675,444           |   |  | $ | 833,577    |  
|                                                |  |                   |          |   |                   |   |          |                   |  |   |                   |   |  |   |            |  

A contribution of approximately $986,000 was made to the pension plan in June of 2008. There were no additional
contributions required to be made to the plan in the three months ended September 30, 2008.

(6) Recent Accounting
Pronouncements

In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities 
Including an amendment of FASB SFAS No. 115 (SFAS No. 159). This statement permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. The statement defines
items eligible for the measurement option. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Suffolk has adopted the provision of SFAS
No. 159, which did not have a material impact on the companys financial condition, results of operations and disclosures.

In December 2007,
FASB revised SFAS No. 141, Business Combinations (SFAS No.141(R)). This statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition
date, measured at their fair values as of that date. This statement recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase. This statement also defines the acquirer as the entity that obtains
control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquiree achieves control. Additionally this statement determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business combination. This statement is effective for fiscal years beginning after December 15, 2008. Suffolk is currently evaluating the impact of SFAS No. 141(R) on its
financial condition, results of operations and disclosures.



Page 11



---

##### Table of Contents

In December 2007, FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements
 an amendment of ARB No. 51 (SFAS No.160). This statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding
non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. This statement amends ARB No. 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. This statement is effective for fiscal years beginning after January 1, 2009. Suffolk is currently evaluating the impact of SFAS No. 160 on its financial condition, results of operations and disclosures.

In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement
No. 133 (SFAS No. 161). This statement requires enhanced disclosures about an entitys derivative and hedging activities and thereby improves the transparency of financial reporting. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. This statement is effective for fiscal years and interim periods beginning after November 15, 2008. Suffolk is currently
evaluating the impact of SFAS No. 161 on its financial condition, results of operations and disclosures.

In May 2008, FASB issued SFAS No. 162,
The Hierarchy of Generally Accepted Accounting Principles (SFAS No.162). This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements
of nongovernmental entities that are presented in conformity with GAAP in the United States (the U.S. GAAP hierarchy). SFAS No. 162 divides the body of U.S. GAAP into four categories by level of authority. This statement is effective sixty days
following the SECs approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. Suffolk is currently
evaluating the impact of SFAS No. 162 on its financial condition, results of operations and disclosures.

Item 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

For the Quarters and Nine-Month Periods ended
September 30, 2008 and 2007

Recent Developments

Turmoil in credit markets increased as the problems posed by sub-prime mortgages granted during the previous several years became increasingly evident. An inability to value securities backed by these mortgages forced a number of financial
institutions to take losses, reducing the amount of capital available to support their lending. The uncertainty created by the difficulties in valuing these securities spread more broadly into such markets as that for credit default swaps, and
individuals and financial institutions became reluctant to lend to one another. This triggered a concurrent drop in equity markets, and federal officials took a number of unprecedented steps to stabilize credit markets, the precise outcome of which
remains unclear. Residential real estate continued to decline in value, and the number of foreclosures increased, further diminishing investors confidence and resulting in significant declines in the value of banking stocks.

Against this background, rates of interest for shorter terms dropped during the year more than those for longer terms, resulting in a steeper yield curve.
This was primarily the result of reductions by the Federal Reserve Board in its targets for federal funds and discount rates. At times, actual rates for overnight lending greatly exceed the target rates. However, rates were volatile throughout the
period.

At Suffolk, interest income was flat despite an increase in total net loans, although that was offset by lesser interest expense, resulting in
higher net interest income. The net interest margin decreased to 4.62 percent in the third quarter of 2008, down from 5.09 percent, in the third quarter of 2007. The net interest margin on a year to date basis decreased to 4.70 percent in 2008, down
from 5.08 percent for the comparable period last year.

Return on average equity decreased to 19.89 percent for the third quarter in 2008, down from 24.36
percent during the third quarter of 2007, and earnings-per-share decreased from $.61 in the third quarter of 2007 to $.59 in the third quarter of 2008. For the first nine months of 2008, return on average equity increased to 22.36 percent, up from
21.43 percent during the comparable period of 2007, and earnings per share increased to $1.98 for the first nine months of 2008 up from $1.66 for the same period last year. The increase in return on average equity and earnings per share on a year to
date basis is the result of a



Page 12



---

##### Table of Contents

net gain on sale of securities during the first quarter of 2008, the proceeds of which were realized from the sale of shares issued by Visa, Inc. in
connection with its initial public offering. Suffolks subsidiary, Suffolk County National Bank, was a member of the former Visa, Inc. payments organization and was issued shares when Visa, Inc. was organized. Approximately 39 percent of those
shares were redeemed in connection with the initial public offering. The remaining shares are restricted because of unsettled litigation pending against Visa, Inc. Visa, Inc., at its discretion, may redeem additional restricted shares in order to
resolve pending litigation. The restriction expires upon resolution of the pending litigation. Accordingly, Suffolk has recorded these shares at zero in the accompanying statement of condition. Upon expiration of the restriction, Suffolk expects to
record the fair value of the remaining shares.

On October 14, 2008, subsequent to the preparation of Suffolks release of third quarter
earnings, Visa, Inc. announced that it had reached an agreement in principle with Discover Financial Services (Discover) to settle litigation pending since 2004, and that the specific terms of the settlement were still being negotiated
and would be made available when a final agreement had been reached. On October 27, 2008, Visa, Inc. announced that it had agreed to settle litigation with Discover, for $1.8875 billion, which included $1.7425 billion from the escrow created
under Visa, Inc.s retrospective responsibility plan, $80 million from Visa, Inc. to obtain releases from MasterCard, and an additional $65 million which would be refunded by Morgan Stanley under a separate agreement related to the settlement;
and that this settlement would be subject to approval by Visa, Inc.s former U.S. member financial institutions. On October 31, 2008, officials of Visa, Inc. conducted a conference call providing additional information concerning the
settlement, thus allowing Suffolk to compute conclusively the net amount of its liability under the settlement. Based on a total excess of settlements over the amount of litigation escrow provided by Visa, Inc. of $807,500,000, Suffolks
portion amounted to $455,995, resulting in an after-tax charge of $294,116, or $0.03 per share, recorded for the third quarter. It is expected that sufficient shares of Visa, Inc. will be redeemed during the fourth quarter of 2008 to cover this
charge, thus reversing its effect.

Key to maintaining performance was close management of the balance sheet. Steps included:



| |  |  | Repositioning of the investment portfolio to provide downside protection from falling rates, and continued purchases of municipal securities, currently providing
liquidity as well as higher returns net of taxes, and some protection from falling interest rates.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pursuing ongoing program of capital management, maintaining total risk-based capital (TRBC) at a small margin above 10.00 percent which qualifies as
well-capitalized with regulatory agencies and affords certain advantages to the banking subsidiary. Maximum prudent leverage is thus applied to the shareholders investment by means of selected repurchases of shares when capital
exceeds the target, and through the retention of earnings when assets are growing. Growth in the core business during the quarter was sufficient to provide leverage to all retained earnings, and no shares were repurchased.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Maintaining emphasis on both commercial and personal demand deposits, and non-maturity time deposits while responding as necessary to demand in Suffolks
market for certificates of deposit of all sizes. In light of increased demand for loans from customers unable to obtain financing from other banks whose capital losses reduced their lending capacity, Suffolk redoubled its emphasis on the
profitability of the whole relationship of it customers with the Bank, seeking when possible to both make loans to and obtain funding from qualified customers.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Managing net loan charge-offs aggressively. During the third quarter of 2008, net charge-offs amounted to 8 basis points of average net loans, on an annualized
basis.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consistent underwriting for lending to preserve both credit quality and yields in face of competition. Emphasis on preservation of margins over less profitable
growth, and on the relationship rather than the transaction.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Net Income

Net income was $5,673,000 for the quarter, down 6.1 percent from $6,043,000 posted during the same period last year. Earnings per share for the quarter were $0.59 versus
$0.61, a decrease of 3.3 percent. Net income was $18,946,000 for the nine months ended September 30, 2008, up from $16,524,000 posted during the same period last year. Earnings per share were $1.98 for the nine month period ended
September 30, 2008, up from $1.66 posted last year. Included in net income is $2,429,000 attributed to the Visa, Inc. transaction, net of income taxes.



Page 13



---

##### Table of Contents

Interest Income

Interest income was $22,454,000 for the third quarter of 2008, down 0.1 percent from $22,474,000 posted for the same quarter in 2007. Average net loans during the third quarter of 2008 totaled $1,039,045,000 compared to $912,248,000 for the
same period of 2007. During the third quarter of 2008, the yield on a fully taxable-equivalent basis was 6.14 percent on average earning assets of $1,516,069,000 down from 7.03 percent on average earning assets of $1,319,548,000 during the third
quarter of 2007. Interest income remained flat from quarter to quarter. Interest income was $66,407,000 for the first nine months of 2008, down 0.7 percent from $66,870,000 recorded in the first nine months of 2007. During the first nine months of
2008, the yield on a fully taxable-equivalent basis was 6.29 percent on average earning assets of $1,457,667,000, down from 6.98 percent on average earning assets of $1,316,723,000 during the first nine months of 2007.

Interest Expense

Interest expense for the third quarter of 2008 was
$5,769,000, down 10.2 percent from $6,427,000 for the same period of 2007. During the third quarter of 2008, the cost of funds was 2.24 percent on average interest-bearing liabilities of $1,030,877,000, down from 2.99 percent on average
interest-bearing liabilities of $858,812,000 during the third quarter of 2007. Interest expense decreased due to decreased rates paid for time certificates and borrowings, offset by increased balances and rates paid for Savings, N.O.W. and Money
Market deposits. Interest expense was $17,421,000 for the nine months ended September 30, 2008, down 7.1 percent from $18,756,000 recorded last year to date. During the first nine months of 2008, the cost of funds was 2.34 percent on average
interest-bearing liabilities of $990,647,000, down from 2.90 percent on average-interest bearing liabilities of $861,735,000 during the first nine months of 2007.

A portion of the Banks demand deposits are reclassified as savings accounts on a daily basis. The purpose of the reclassification is to reduce the non-interest-bearing reserve balances that the Bank is required to maintain with the
Federal Reserve Bank, and thereby increase funds available for investment. Although these balances are classified as savings accounts for regulatory purposes, they are included in demand deposits in the accompanying consolidated statements of
condition.



Page 14



---

##### Table of Contents

Net Interest Income

Net interest income, before the provision for loan losses, is the largest component of Suffolks earnings. It was $16,685,000 for the third quarter of 2008, up 4.0 percent from $16,047,000 during the same period of 2007. The net
interest margin for the quarter, on a fully taxable-equivalent basis, was 4.62 percent compared to 5.09 percent for the same period of 2007.

The following
table details the components of Suffolks net interest income for the quarter on a taxable-equivalent basis: (in thousands)



|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|--------------------------------------------------------------------------------------- |  | -------------- | --------- | -------- | ---- | ------ | ----------- |  | ---- | -------------- |  | -------- | --------- |  | ----------- | ------ | - |  | ----- | -
|Quarters ending September 30,                                                           |  | 2008           |           |          | 2007 |       
|                                                                                        |  | AverageBalance |           | Interest |      |        | AverageRate |  |      | AverageBalance |  | Interest |           |  | AverageRate |       
|INTEREST-EARNING ASSETS                                                                 |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|U.S. Treasury securities                                                                |  | $              | 9,888     |          | $    | 102    |             |  | 4.13 | %              |  | $        | 9,486     |  | $           | 101    |   |  | 4.26  | %
|Collateralized mortgage obligations                                                     |  |                | 147,695   |          |      | 2,017  |             |  | 5.46 |                |  |          | 138,597   |  |             | 1,874  |   |  | 5.41  |  
|Mortgage backed securities                                                              |  |                | 695       |          |      | 12     |             |  | 6.91 |                |  |          | 950       |  |             | 17     |   |  | 7.16  |  
|Obligations of states and political subdivisions                                        |  |                | 165,592   |          |      | 2,422  |             |  | 5.85 |                |  |          | 142,788   |  |             | 2,136  |   |  | 5.98  |  
|U.S. govt. agency obligations                                                           |  |                | 91,082    |          |      | 855    |             |  | 3.75 |                |  |          | 106,120   |  |             | 1,083  |   |  | 4.08  |  
|Corporate bonds and other securities                                                    |  |                | 8,584     |          |      | 119    |             |  | 5.55 |                |  |          | 5,389     |  |             | 96     |   |  | 7.13  |  
|Federal funds sold and securities purchased under agreements to resell                  |  |                | 53,488    |          |      | 262    |             |  | 1.96 |                |  |          | 3,970     |  |             | 53     |   |  | 5.34  |  
|Loans, including non-accrual loans                                                      |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Commercial, financial & agricultural loans                                              |  |                | 226,143   |          |      | 3,616  |             |  | 6.40 |                |  |          | 192,738   |  |             | 4,079  |   |  | 8.47  |  
|Commercial real estate mortgages                                                        |  |                | 329,305   |          |      | 5,958  |             |  | 7.24 |                |  |          | 301,994   |  |             | 5,729  |   |  | 7.59  |  
|Real estate construction loans                                                          |  |                | 114,068   |          |      | 2,220  |             |  | 7.78 |                |  |          | 88,648    |  |             | 2,277  |   |  | 10.27 |  
|Residential mortgages (1st and 2nd liens)                                               |  |                | 201,003   |          |      | 3,118  |             |  | 6.20 |                |  |          | 161,683   |  |             | 2,575  |   |  | 6.37  |  
|Home equity loans                                                                       |  |                | 69,535    |          |      | 911    |             |  | 5.24 |                |  |          | 65,949    |  |             | 1,399  |   |  | 8.49  |  
|Consumer loans                                                                          |  |                | 94,960    |          |      | 1,671  |             |  | 7.04 |                |  |          | 98,812    |  |             | 1,786  |   |  | 7.23  |  
|Other loans (overdrafts)                                                                |  |                | 4,031     |          |      |       |             |  |     |                |  |          | 2,424     |  |             |       |   |  |      |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Total interest-earning assets                                                           |  | $              | 1,516,069 |          | $    | 23,283 |             |  | 6.14 | %              |  | $        | 1,319,548 |  | $           | 23,205 |   |  | 7.03  | %
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Cash and due from banks                                                                 |  | $              | 46,794    |          |      |        |             |  |      |                |  | $        | 47,611    |  |             |        |   |  |       |  
|Other non-interest-earning assets                                                       |  |                | 43,526    |          |      |        |             |  |      |                |  |          | 41,017    |  |             |        |   |  |       |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Total assets                                                                            |  | $              | 1,606,389 |          |      |        |             |  |      |                |  | $        | 1,408,176 |  |             |        |   |  |       |  
|                                                                                        |  |                |           |          |      |       
|INTEREST-BEARING LIABILITIES                                                            |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Saving, N.O.W. and money market deposits                                                |  | $              | 525,541   |          | $    | 2,085  |             |  | 1.59 | %              |  | $        | 414,431   |  | $           | 1,221  |   |  | 1.18  | %
|Time deposits                                                                           |  |                | 316,713   |          |      | 2,337  |             |  | 2.95 |                |  |          | 317,379   |  |             | 3,484  |   |  | 4.39  |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Total saving and time deposits                                                          |  |                | 842,254   |          |      | 4,422  |             |  | 2.10 |                |  |          | 731,810   |  |             | 4,705  |   |  | 2.57  |  
|Federal funds purchased and securities sold under agreement to repurchase               |  |                | 45,734    |          |      | 295    |             |  | 2.58 |                |  |          | 54,109    |  |             | 739    |   |  | 5.46  |  
|Other borrowings                                                                        |  |                | 142,889   |          |      | 1,052  |             |  | 2.94 |                |  |          | 72,893    |  |             | 983    |   |  | 5.39  |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Total interest-bearing liabilities                                                      |  | $              | 1,030,877 |          | $    | 5,769  |             |  | 2.24 | %              |  | $        | 858,812   |  | $           | 6,427  |   |  | 2.99  | %
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Rate spread                                                                             |  |                |           |          |      |        |             |  | 3.90 | %              |  |          |           |  |             |        |   |  | 4.04  | %
|Non-interest-bearing deposits                                                           |  | $              | 447,089   |          |      |        |             |  |      |                |  | $        | 426,369   |  |             |        |   |  |       |  
|Other non-interest-bearing liabilities                                                  |  |                | 14,314    |          |      |        |             |  |      |                |  |          | 23,767    |  |             |        |   |  |       |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Total liabilities                                                                       |  | $              | 1,492,280 |          |      |        |             |  |      |                |  | $        | 1,308,948 |  |             |        |   |  |       |  
|Stockholders equity                                                                    |  |                | 114,109   |          |      |        |             |  |      |                |  |          | 99,228    |  |             |        |   |  |       |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Total liabilities and stockholders equity                                              |  | $              | 1,606,389 |          |      |        |             |  |      |                |  | $        | 1,408,176 |  |             |        |   |  |       |  
|                                                                                        |  |                |           |          |      |       
|Net-interest income (taxable-equivalent basis) and effective interest rate differential |  |                |           |          | $    | 17,514 |             |  | 4.62 | %              |  |          |           |  | $           | 16,778 |   |  | 5.09  | %
|Less: taxable-equivalent basis adjustment                                               |  |                |           |          |      | (829   | )           |  |      |                |  |          |           |  |             | (731   | ) |  |       |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Net-interest income                                                                     |  |                |           |          | $    | 16,685 |             |  |      |                |  |          |           |  | $           | 16,047 |   |  |       |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  



Page 15



---

##### Table of Contents

For the nine months ended September 30, 2008, net interest income was $48,986,000, up 1.8 percent from $48,114,000
during the same period of 2007. The net interest margin for the first nine months of 2008, on a fully taxable-equivalent basis, was 4.70 percent compared to 5.08 percent for the same period of 2007.

The following table details the components of Suffolks net interest income for the first nine months of the year on a taxable-equivalent basis: (in thousands)



|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|--------------------------------------------------------------------------------------- |  | -------------- | --------- | -------- | ---- | ------ | ----------- |  | ---- | -------------- |  | -------- | --------- |  | ----------- | ------ | - |  | ----- | -
|Year to date ending September 30,                                                       |  | 2008           |           |          | 2007 |       
|                                                                                        |  | AverageBalance |           | Interest |      |        | AverageRate |  |      | AverageBalance |  | Interest |           |  | AverageRate |       
|INTEREST-EARNING ASSETS                                                                 |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|U.S. Treasury securities                                                                |  | $              | 9,966     |          | $    | 304    |             |  | 4.07 | %              |  | $        | 9,464     |  | $           | 303    |   |  | 4.27  | %
|Collateralized mortgage obligations                                                     |  |                | 147,927   |          |      | 5,956  |             |  | 5.37 |                |  |          | 146,302   |  |             | 5,826  |   |  | 5.31  |  
|Mortgage backed securities                                                              |  |                | 741       |          |      | 38     |             |  | 6.84 |                |  |          | 977       |  |             | 52     |   |  | 7.10  |  
|Obligations of states and political subdivisions                                        |  |                | 162,356   |          |      | 7,049  |             |  | 5.79 |                |  |          | 134,998   |  |             | 6,004  |   |  | 5.93  |  
|U.S. govt. agency obligations                                                           |  |                | 101,187   |          |      | 2,948  |             |  | 3.88 |                |  |          | 117,412   |  |             | 3,518  |   |  | 4.00  |  
|Corporate bonds and other securities                                                    |  |                | 9,463     |          |      | 500    |             |  | 7.04 |                |  |          | 5,634     |  |             | 304    |   |  | 7.19  |  
|Federal funds sold and securities purchased under agreements to resell                  |  |                | 18,160    |          |      | 265    |             |  | 1.95 |                |  |          | 3,396     |  |             | 136    |   |  | 5.34  |  
|Loans, including non-accrual loans                                                      |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Commercial, financial & agricultural loans                                              |  |                | 224,363   |          |      | 11,207 |             |  | 6.66 |                |  |          | 194,076   |  |             | 12,301 |   |  | 8.45  |  
|Commercial real estate mortgages                                                        |  |                | 324,428   |          |      | 17,441 |             |  | 7.17 |                |  |          | 293,940   |  |             | 16,588 |   |  | 7.52  |  
|Real estate construction loans                                                          |  |                | 100,651   |          |      | 6,111  |             |  | 8.10 |                |  |          | 85,473    |  |             | 6,724  |   |  | 10.49 |  
|Residential mortgages (1st and 2nd liens)                                               |  |                | 191,469   |          |      | 8,975  |             |  | 6.25 |                |  |          | 154,157   |  |             | 7,447  |   |  | 6.44  |  
|Home equity loans                                                                       |  |                | 67,544    |          |      | 2,937  |             |  | 5.80 |                |  |          | 69,169    |  |             | 4,436  |   |  | 8.55  |  
|Consumer loans                                                                          |  |                | 96,581    |          |      | 5,088  |             |  | 7.02 |                |  |          | 98,927    |  |             | 5,286  |   |  | 7.12  |  
|Other loans (overdrafts)                                                                |  |                | 2,831     |          |      |       |             |  |     |                |  |          | 2,798     |  |             |       |   |  |      |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Total interest-earning assets                                                           |  | $              | 1,457,667 |          | $    | 68,819 |             |  | 6.29 | %              |  | $        | 1,316,723 |  | $           | 68,925 |   |  | 6.98  | %
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Cash and due from banks                                                                 |  | $              | 47,350    |          |      |        |             |  |      |                |  | $        | 47,560    |  |             |        |   |  |       |  
|Other non-interest-earning assets                                                       |  |                | 46,558    |          |      |        |             |  |      |                |  |          | 50,796    |  |             |        |   |  |       |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Total assets                                                                            |  | $              | 1,551,575 |          |      |        |             |  |      |                |  | $        | 1,415,079 |  |             |        |   |  |       |  
|                                                                                        |  |                |           |          |      |       
|INTEREST-BEARING LIABILITIES                                                            |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Saving, N.O.W. and money market deposits                                                |  | $              | 459,191   |          | $    | 4,841  |             |  | 1.41 | %              |  | $        | 422,871   |  | $           | 3,632  |   |  | 1.15  | %
|Time deposits                                                                           |  |                | 316,216   |          |      | 7,804  |             |  | 3.29 |                |  |          | 308,333   |  |             | 9,848  |   |  | 4.26  |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Total saving and time deposits                                                          |  |                | 775,407   |          |      | 12,645 |             |  | 2.17 |                |  |          | 731,204   |  |             | 13,480 |   |  | 2.46  |  
|Federal funds purchased and securities sold under agreement to repurchase               |  |                | 53,182    |          |      | 1,181  |             |  | 2.96 |                |  |          | 53,830    |  |             | 2,180  |   |  | 5.40  |  
|Other borrowings                                                                        |  |                | 162,058   |          |      | 3,595  |             |  | 2.96 |                |  |          | 76,701    |  |             | 3,096  |   |  | 5.38  |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Total interest-bearing liabilities                                                      |  | $              | 990,647   |          | $    | 17,421 |             |  | 2.34 | %              |  | $        | 861,735   |  | $           | 18,756 |   |  | 2.90  | %
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Rate spread                                                                             |  |                |           |          |      |        |             |  | 3.95 | %              |  |          |           |  |             |        |   |  | 4.08  | %
|Non-interest-bearing deposits                                                           |  | $              | 429,050   |          |      |        |             |  |      |                |  | $        | 423,473   |  |             |        |   |  |       |  
|Other non-interest-bearing liabilities                                                  |  |                | 18,924    |          |      |        |             |  |      |                |  |          | 27,072    |  |             |        |   |  |       |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Total liabilities                                                                       |  | $              | 1,438,621 |          |      |        |             |  |      |                |  | $        | 1,312,280 |  |             |        |   |  |       |  
|Stockholders equity                                                                    |  |                | 112,954   |          |      |        |             |  |      |                |  |          | 102,799   |  |             |        |   |  |       |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Total liabilities and stockholders equity                                              |  | $              | 1,551,575 |          |      |        |             |  |      |                |  | $        | 1,415,079 |  |             |        |   |  |       |  
|                                                                                        |  |                |           |          |      |       
|Net-interest income (taxable-equivalent basis) and effective interest rate differential |  |                |           |          | $    | 51,398 |             |  | 4.70 | %              |  |          |           |  | $           | 50,169 |   |  | 5.08  | %
|Less: taxable-equivalent basis adjustment                                               |  |                |           |          |      | (2,412 | )           |  |      |                |  |          |           |  |             | (2,055 | ) |  |       |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  
|Net-interest income                                                                     |  |                |           |          | $    | 48,986 |             |  |      |                |  |          |           |  | $           | 48,114 |   |  |       |  
|                                                                                        |  |                |           |          |      |        |             |  |      |                |  |          |           |  |             |        |   |  |       |  



Page 16



---

##### Table of Contents

The table below presents a summary of changes in interest income, interest expense, and the resulting net interest income
on a taxable equivalent basis for the quarterly periods presented. Because of numerous, simultaneous changes in volume and rate during the period, it is not possible to allocate precisely the changes between volumes and rates. In this table changes
not due solely to volume or to rate have been allocated to these categories based on percentage changes in average volume and average rate as they compare to each other: (in thousands)



|                                                                         |  |                                                              |       |   |      |   |        |            |  |   |        |  
|------------------------------------------------------------------------ |  | ------------------------------------------------------------ | ----- | - | ---- | - | ------ | ---------- |  | - | ------ | -
|                                                                         |  | In Third Quarter 2008 overThird Quarter 2007, Changes Due to |      
|                                                                         |  | Volume                                                       |       |   | Rate |   |        | Net Change | 
|Interest-earning assets                                                  |  |                                                              |       |   |      |   |        |            |  |   |        |  
|U.S. Treasury securities                                                 |  | $                                                            | 4     |   |      | $ | (3     | )          |  | $ | 1      |  
|Collateralized mortgage obligations                                      |  |                                                              | 124   |   |      |   | 19     |            |  |   | 143    |  
|Mortgage-backed securities                                               |  |                                                              | (4    | ) |      |   | (1     | )          |  |   | (5     | )
|Obligations of states & political subdivisions                           |  |                                                              | 335   |   |      |   | (49    | )          |  |   | 286    |  
|U.S. government agency obligations                                       |  |                                                              | (146  | ) |      |   | (82    | )          |  |   | (228   | )
|Corporate bonds & other securities                                       |  |                                                              | 48    |   |      |   | (25    | )          |  |   | 23     |  
|Federal funds sold & securities purchased under agreements to resell     |  |                                                              | 263   |   |      |   | (54    | )          |  |   | 209    |  
|Loans, including non-accrual loans                                       |  |                                                              | 2,308 |   |      |   | (2,659 | )          |  |   | (351   | )
|                                                                         |  |                                                              |       |   |      |   |        |            |  |   |        |  
|Total interest-earning assets                                            |  | $                                                            | 2,932 |   |      | $ | (2,854 | )          |  | $ | 78     |  
|                                                                         |  |                                                              |       |   |      |   |        |            |  |   |        |  
|Interest-bearing liabilities                                             |  |                                                              |       |   |      |   |        |            |  |   |        |  
|Saving, N.O.W., & money market deposits                                  |  | $                                                            | 377   |   |      | $ | 487    |            |  | $ | 864    |  
|Time deposits                                                            |  |                                                              | (7    | ) |      |   | (1,140 | )          |  |   | (1,147 | )
|Federal funds purchased & securities sold under agreements to repurchase |  |                                                              | (101  | ) |      |   | (343   | )          |  |   | (444   | )
|Other borrowings                                                         |  |                                                              | 653   |   |      |   | (584   | )          |  |   | 69     |  
|                                                                         |  |                                                              |       |   |      |   |        |            |  |   |        |  
|Total interest-bearing liabilities                                       |  | $                                                            | 922   |   |      | $ | (1,580 | )          |  | $ | (658   | )
|                                                                         |  |                                                              |       |   |      |   |        |            |  |   |        |  
|Net change in net interest income (taxable-equivalent basis)             |  | $                                                            | 2,010 |   |      | $ | (1,274 | )          |  | $ | 736    |  
|                                                                         |  |                                                              |       |   |      |   |        |            |  |   |        |  

The table below presents a summary of changes in interest income, interest expense, and the resulting net interest
income on a taxable equivalent basis for the nine month periods presented: (in thousands)



|                                                                         |  |                                                                            |       |   |      |   |        |            |  |   |        |  
|------------------------------------------------------------------------ |  | -------------------------------------------------------------------------- | ----- | - | ---- | - | ------ | ---------- |  | - | ------ | -
|                                                                         |  | In First Nine Months of 2008 overFirst Nine Months of 2007, Changes Due to |      
|                                                                         |  | Volume                                                                     |       |   | Rate |   |        | Net Change | 
|Interest-earning assets                                                  |  |                                                                            |       |   |      |   |        |            |  |   |        |  
|U.S. Treasury securities                                                 |  | $                                                                          | 16    |   |      | $ | (15    | )          |  | $ | 1      |  
|Collateralized mortgage obligations                                      |  |                                                                            | 65    |   |      |   | 65     |            |  |   | 130    |  
|Mortgage-backed securities                                               |  |                                                                            | (12   | ) |      |   | (2     | )          |  |   | (14    | )
|Obligations of states & political subdivisions                           |  |                                                                            | 1,191 |   |      |   | (146   | )          |  |   | 1,045  |  
|U.S. government agency obligations                                       |  |                                                                            | (475  | ) |      |   | (95    | )          |  |   | (570   | )
|Corporate bonds & other securities                                       |  |                                                                            | 202   |   |      |   | (6     | )          |  |   | 196    |  
|Federal funds sold & securities purchased under agreements to resell     |  |                                                                            | 263   |   |      |   | (134   | )          |  |   | 129    |  
|Loans, including non-accrual loans                                       |  |                                                                            | 6,025 |   |      |   | (7,048 | )          |  |   | (1,023 | )
|                                                                         |  |                                                                            |       |   |      |   |        |            |  |   |        |  
|Total interest-earning assets                                            |  | $                                                                          | 7,275 |   |      | $ | (7,381 | )          |  | $ | (106   | )
|                                                                         |  |                                                                            |       |   |      |   |        |            |  |   |        |  
|Interest-bearing liabilities                                             |  |                                                                            |       |   |      |   |        |            |  |   |        |  
|Saving, N.O.W., & money market deposits                                  |  | $                                                                          | 331   |   |      | $ | 878    |            |  | $ | 1,209  |  
|Time deposits                                                            |  |                                                                            | 246   |   |      |   | (2,290 | )          |  |   | (2,044 | )
|Federal funds purchased & securities sold under agreements to repurchase |  |                                                                            | (26   | ) |      |   | (973   | )          |  |   | (999   | )
|Other borrowings                                                         |  |                                                                            | 2,341 |   |      |   | (1,842 | )          |  |   | 499    |  
|                                                                         |  |                                                                            |       |   |      |   |        |            |  |   |        |  
|Total interest-bearing liabilities                                       |  | $                                                                          | 2,892 |   |      | $ | (4,227 | )          |  | $ | (1,335 | )
|                                                                         |  |                                                                            |       |   |      |   |        |            |  |   |        |  
|Net change in net interest income (taxable-equivalent basis)             |  | $                                                                          | 4,383 |   |      | $ | (3,154 | )          |  | $ | 1,229  |  
|                                                                         |  |                                                                            |       |   |      |   |        |            |  |   |        |  



Page 17



---

##### Table of Contents

Other Income

Other
income increased to $2,801,000 for the quarter compared to $2,756,000 the previous year, up 1.6 percent. Service charges on deposits were up 4.7 percent. Service charges, including commissions and fees other than for deposits, increased by 15.3
percent. Trust revenue was up 0.8 percent. Other operating income decreased by 52.2 percent.

Other income for the nine months ended September 30,
2008 was $11,843,000, up 54.1 percent from $7,685,000 for the comparable year to date period. Service charges on deposit were up 4.8 percent. Service charges, including commissions and fees other than for deposits, increased 6.9 percent. Trust
revenue was up 9.0 percent. Other operating income decreased by 3.3 percent. Proceeds received in connection with shares redeemed as part of the Visa, Inc. Inc. initial public offering resulted in a net securities gain of $3,737,000 during the first
quarter.

Other Expense

Other expense for the third
quarter of 2008 was $11,345,000, up 14.5 percent from $9,907,000 for the comparable period in 2007. Employee compensation increased by 7.6 percent, net occupancy expense increased 21.5 percent, equipment expense increased by 3.7 percent, and other
operating expense increased by 32.3 percent. Increased expenses are attributed to new branch locations, and $456,000 recorded in connection with the settlement of Visa, Inc.s litigation with Discover.

Other expense for the first nine months of 2008 was $32,134,000, up 5.2 percent from $30,549,000 compared to the first nine months of 2007. Employee compensation
increased by 4.3 percent, net occupancy expense increased 13.0 percent, equipment expense decreased by 4.8 percent, and other operating expense increased by 6.5 percent.

Capital Resources

Stockholders equity totaled $117,380,000 on September 30, 2008, an increase of 7.7
percent from $108,981,000 on December 31, 2007. This was the result of net income, offset by the depreciation in the market value of securities available for sale, cash dividends and the repurchase of shares. The ratio of equity to assets was
7.2 percent at September 30, 2008 and 7.4 percent at December 31, 2007.

The following table details amounts and ratios of Suffolks
regulatory capital: (in thousands of dollars except ratios)



|                                         |  |        |         |       |                     |   |        |                                                                |        |  |      |        |  |       |         |  |       |  
|---------------------------------------- |  | ------ | ------- | ----- | ------------------- | - | ------ | -------------------------------------------------------------- | ------ |  | ---- | ------ |  | ----- | ------- |  | ----- | -
|                                         |  | Actual |         |       | For capitaladequacy |   |        | To be well capitalizedunder prompt correctiveaction provisions |       
|                                         |  | Amount |         | Ratio |                     |   | Amount |                                                                | Ratio  |  |      | Amount |  | Ratio |        
|As of September 30, 2008                 |  |        |         |       |                     |   |        |                                                                |        |  |      |        |  |       |         |  |       |  
|                                         |  |        |         |       |                     |  
|Total Capital (to risk-weighted assets)  |  | $      | 126,949 |       | 10.34               | % |        | $                                                              | 98,179 |  | 8.00 | %      |  | $     | 122,724 |  | 10.00 | %
|Tier 1 Capital (to risk-weighted assets) |  |        | 118,979 |       | 9.69                | % |        |                                                                | 49,090 |  | 4.00 | %      |  |       | 73,634  |  | 6.00  | %
|Tier 1 Capital (to average assets)       |  |        | 118,979 |       | 7.41                | % |        |                                                                | 64,218 |  | 4.00 | %      |  |       | 80,273  |  | 5.00  | %
|                                         |  |        |         |       |                     |   |        |                                                                |        |  |      |        |  |       |         |  |       |  
|As of December 31, 2007                  |  |        |         |       |                     |   |        |                                                                |        |  |      |        |  |       |         |  |       |  
|                                         |  |        |         |       |                     |  
|Total Capital (to risk-weighted assets)  |  | $      | 114,858 |       | 10.21               | % |        | $                                                              | 89,991 |  | 8.00 | %      |  | $     | 112,488 |  | 10.00 | %
|Tier 1 Capital (to risk-weighted assets) |  |        | 107,186 |       | 9.53                | % |        |                                                                | 44,995 |  | 4.00 | %      |  |       | 67,493  |  | 6.00  | %
|Tier 1 Capital (to average assets)       |  |        | 107,186 |       | 7.60                | % |        |                                                                | 56,449 |  | 4.00 | %      |  |       | 70,562  |  | 5.00  | %
|                                         |  |        |         |       |                     |   |        |                                                                |        |  |      |        |  |       |         |  |       |  

Credit Risk

Suffolk makes loans based on the best evaluation possible of the creditworthiness of the borrower. Even with careful underwriting, some loans may not be repaid as originally agreed. To provide for this possibility, Suffolk maintains an
allowance for loan losses, based on an analysis of the performance of the loans in its portfolio. The analysis includes subjective factors based on managements judgment as well as quantitative evaluation. Prudent, conservative estimates should
produce an allowance that will provide for a range of losses. According to U.S. GAAP, a financial institution should record its best estimate. Appropriate factors contributing to the estimate may include changes in the composition of the
institutions assets, or potential economic slowdowns or downturns. Also important is the geographical or political environment in which the institution operates. Suffolks management considers all of these factors when determining the
provision for loan losses.



Page 18



---

##### Table of Contents

The provision for the allowance for loan losses was $300,000 for the third quarter of 2008, and $22,000 for the
comparable period in 2007. Net charge-offs were $215,000 for the third quarter of 2008 compared to net recoveries of $41,000 for the third quarter of 2007. The provision for the allowance for loan losses was $825,000 for the first nine months of
2008, and $152,000 for the comparable period in 2007. Net charge-offs were $467,000 for the first nine months of 2008 compared to $123,000 of net recoveries for the comparable period of 2007.

The following table presents information about the allowance for loan losses: (in thousands of dollars except for ratios)



|                                                    |  |                      |           |   |                            |   |           |             |  |   |             |   |  |   |           |   |  |   |         |   
|--------------------------------------------------- |  | -------------------- | --------- | - | -------------------------- | - | --------- | ----------- |  | - | ----------- | - |  | - | --------- | - |  | - | ------- | --
|                                                    |  | For thelast 12months |           |   | For the three months ended |  
|                                                    |  | Sept. 302008         |           |   | June 302008                |   |           | Mar. 312008 |  |   | Dec. 312007 |  
|Allowance for loan losses                           |  |                      |           |   |                            |   |           |             |  |   |             |   |  |   |           |   |  |   |         |   
|Beginning balance                                   |  | $                    | 7,459     |   |                            | $ | 7,885     |             |  | $ | 7,852       |   |  | $ | 7,672     |   |  | $ | 7,459   |   
|Total charge-offs                                   |  |                      | (790      | ) |                            |   | (369      | )           |  |   | (296        | ) |  |   | (95       | ) |  |   | (30     | ) 
|Total recoveries                                    |  |                      | 335       |   |                            |   | 154       |             |  |   | 74          |   |  |   | 65        |   |  |   | 42      |   
|Reclass to Allowance for Contingent Liabilities     |  |                      | (84       | ) |                            |   |          |             |  |   | (45         | ) |  |   | (15       | ) |  |   | (24     | ) 
|Provision for loan losses                           |  |                      | 1,050     |   |                            |   | 300       |             |  |   | 300         |   |  |   | 225       |   |  |   | 225     |   
|                                                    |  |                      |           |   |                            |   |           |             |  |   |             |   |  |   |           |   |  |   |         |   
|Ending balance                                      |  | $                    | 7,970     |   |                            | $ | 7,970     |             |  | $ | 7,885       |   |  | $ | 7,852     |   |  | $ | 7,672   |   
|                                                    |  |                      |           |   |                            |   |           |             |  |   |             |   |  |   |           |   |  |   |         |   
|Coverage ratios                                     |  |                      |           |   |                            |   |           |             |  |   |             |   |  |   |           |   |  |   |         |   
|Loans, net of discounts: average                    |  | $                    | 994,454   |   |                            | $ | 1,047,062 |             |  | $ | 1,022,218   |   |  | $ | 977,243   |   |  | $ | 931,292 |   
|at end
of period                                    |  |                      | 1,014,210 |   |                            |   | 1,061,658 |             |  |   | 1,027,031   |   |  |   | 1,009,350 |   |  |   | 958,800 |   
|Non-performing assets                               |  |                      | 1,880     |   |                            |   | 1,775     |             |  |   | 2,355       |   |  |   | 1,743     |   |  |   | 1,648   |   
|Non-performing assets/total loans (net of discount) |  |                      | 0.19      | % |                            |   | 0.17      | %           |  |   | 0.23        | % |  |   | 0.17      | % |  |   | 0.17    | % 
|Net charge-offs/average net loans (annualized)      |  |                      | 0.04      | % |                            |   | 0.08      | %           |  |   | 0.09        | % |  |   | 0.01      | % |  |   | (0.01   | )%
|Allowance/non-accrual, restructured, & OREO         |  |                      | 424.96    | % |                            |   | 449.01    | %           |  |   | 334.82      | % |  |   | 450.49    | % |  |   | 465.53  | % 
|Allowance for loan losses/net loans                 |  |                      | 0.77      | % |                            |   | 0.75      | %           |  |   | 0.77        | % |  |   | 0.78      | % |  |   | 0.80    | % 

Suffolk has financial and performance letters of credit. Financial letters of credit require Suffolk to make
payment if the customers financial condition deteriorates, as defined in the agreements. Performance letters of credit require Suffolk to make payments if the customer fails to perform certain non-financial contractual obligations. The maximum
potential undiscounted amount of future payments of these letters of credit as of September 30, 2008 is $24,043,000 and they expire as follows: (in thousands)



|           |  |   |       
|---------- |  | - | ------
|2008       |  | $ | 5,131 
|2009       |  |   | 18,338
|2010       |  |   | 400   
|2011       |  |   | 102   
|Thereafter |  |   | 72    
|           |  |   |       
|           |  | $ | 24,043
|           |  |   |       

Amounts due under these letters of credit would be reduced by any proceeds that Suffolk would be able to obtain in
liquidating the collateral for the loans, which varies depending on the customer. The allowance for contingent liabilities includes a provision of $36,000 for losses based on the letters of credit outstanding as of September 30, 2008.

Critical Accounting Policies, Judgments and Estimates

Suffolks accounting and reporting policies conform to U.S. GAAP and general practices within the financial services industry. The preparation of the financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.



Page 19



---

##### Table of Contents

Allowance for Loan Losses

Suffolk considers that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The balance in the allowance for loan losses is determined based
on managements review and evaluation of the loan portfolio in relation to past loss experience, the size and composition of the portfolio, current economic events and conditions, and other pertinent factors, including managements
assumptions as to future delinquencies, recoveries and losses. All of these factors may change significantly. To the extent actual performance differs from managements estimates, additional provisions for loan losses may be required that would
reduce earnings in future periods.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Market Risk

Suffolk originates and invests in interest-earning assets and solicits interest-bearing deposit accounts. Suffolks operations are subject to market risk resulting
from fluctuations in interest rates to the extent that there is a difference between the amounts of interest-earning assets and interest-bearing liabilities that are prepaid, withdrawn, mature, or re-priced in any given period of time.
Suffolks earnings or the net value of its portfolio (the present value of expected cash flows from liabilities) will change when interest rates change. The principal objective of Suffolks asset/liability management program is to maximize
net interest income while keeping risks acceptable. These risks include both the effect of changes in interest rates, and risks to liquidity. The program also provides guidance to management in funding Suffolks investment in loans and
securities. Suffolks exposure to interest-rate risk has not changed substantially since December 31, 2007.

Business Risks and Uncertainties

This report contains some statements that look to the future. These may include remarks about Suffolk Bancorp, the banking industry, and the economy in
general. Factors affecting Suffolk Bancorp include particularly, but are not limited to: changes in interest rates; increases or decreases in retail and commercial economic activity in Suffolks market area; variations in the ability and
propensity of consumers and businesses to borrow, repay, or deposit money, or to use other banking and financial services. Further, it could take Suffolk longer than anticipated to implement its strategic plans to increase revenue and manage
non-interest expense, or it may not be possible to implement those plans at all. Finally, new and unanticipated legislation, regulation, or accounting standards may require Suffolk to change its practices in ways that materially change the results
of operation. Each of the factors may change in ways that management does not now foresee. These remarks are based on current plans and expectations. They are subject, however, to a variety of uncertainties that could cause future results to vary
materially from Suffolks historical performance, or from current expectations.

Item 4.

Controls and Procedures

Suffolks Chief Executive Officer and
Chief Financial Officer (collectively, the Certifying Officers) are responsible for establishing and maintaining disclosure controls and procedures as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934 for Suffolk. Based
upon their evaluation of these controls and procedures as of September 30, 2008, the Certifying Officers have concluded that Suffolks disclosure controls and procedures are effective.

In addition, there has been no significant change in Suffolks internal controls over financial reporting that occurred during Suffolks most recent fiscal
quarter that has materially affected, or is reasonably likely to materially affect, Suffolks internal controls over financial reporting.



Page 20



---

##### Table of Contents

PART II

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information about repurchases of common stock:



|                                                 |  |                      |           |                            |   |             |  |             |           |  |   |           |  |   |          
|------------------------------------------------ |  | -------------------- | --------- | -------------------------- | - | ----------- |  | ----------- | --------- |  | - | --------- |  | - | ---------
|                                                 |  | For thelast 12months |           | For the three months ended
|                                                 |  | Sept. 302008         |           | June 302008                |   | Mar. 312008 |  | Dec. 312007
|Average price per share of quarterly repurchases |  | $                    | 20.21     |                            | $ |            |  | $           |          |  | $ | 29.84     |  | $ | 30.81    
|Aggregate cost of quarterly repurchases          |  | $                    | 4,483,602 |                            | $ |            |  | $           |          |  | $ | 1,253,160 |  | $ | 3,230,442
|                                                 |  |                      |           |                            |   |             |  |             |           |  |   |           |  |   |          
|Repurchases of common stock                      |  |                      |           |                            |   |             |  |             |           |  |   |           |  |   |          
|Treasury stock, beginning balance                |  |                      | 3,848,799 |                            |   | 3,995,661   |  |             | 3,995,661 |  |   | 3,953,661 |  |   | 3,848,799
|Repurchases                                      |  |                      | 146,862   |                            |   |            |  |             |          |  |   | 42,000    |  |   | 104,862  
|                                                 |  |                      |           |                            |   |             |  |             |           |  |   |           |  |   |          
|Treasury stock, ending balance                   |  |                      | 3,995,661 |                            |   | 3,995,661   |  |             | 3,995,661 |  |   | 3,995,661 |  |   | 3,953,661
|                                                 |  |                      |           |                            |   |             |  |             |           |  |   |           |  |   |          

Item 6.

Exhibits and Reports on Form 8-K

CERTIFICATION OF PERIODIC REPORT - Exhibit 31.1

CERTIFICATION OF PERIODIC REPORT - Exhibit 32.1

The following reports were
filed on Form 8-K during the three month period ended September 30, 2008.

Current Report on Form 8-K  the Companys press release titled,
SUFFOLK BANCORP ANNOUNCES EARNINGS FOR THE SECOND QUARTER OF 2008,dated July 15, 2008.

Current Report on Form 8-K  the
Companys press release titled, SUFFOLK BANCORP ANNOUNCES EDGAR F. GOODALE AS ACTING CHAIRMAN AND J. GORDON HUSZAGH AS ACTING PRESIDENT AND CEO, dated August 7, 2008.

Current Report on Form 8-K  the Companys press release titled, SUFFOLK BANCORP ANNOUNCES REGULAR QUARTERLY DIVIDEND,dated August 26,
2008.



Page 21



---

##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                       |  |                                                                                              
|---------------------- |  | ---------------------------------------------------------------------------------------------
|                       |  | SUFFOLK BANCORP                                                                              
|                       | 
|Date: November 6, 2008 |  | /s/ J. Gordon Huszagh                                                                        
|                       |  | J. Gordon Huszagh                                                                            
|                       |  | Acting President, Chief Executive Officer, Executive
Vice President & Chief Financial Officer



Page 22