8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 27, 2016

People’s United Financial, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33326	20-8447891
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
850 Main Street, Bridgeport, CT		06604
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (203) 338-7171

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On June 27, 2016, People’s United Financial, Inc. (“People’s United”) issued a press release announcing the execution of the Agreement and Plan of Merger, dated as of June 26, 2016, by and between People’s United and Suffolk Bancorp (“Suffolk”), pursuant to which, on the terms and subject to the conditions set forth therein, Suffolk will merge with and into People’s United, with People’s United as the surviving corporation in the merger. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Additionally, People’s United provided supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. A copy of the investor presentation is attached as Exhibit 99.2 to this report and incorporated herein by reference.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, People’s United’s and Suffolk’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control of either company. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections.

In addition to factors previously disclosed in People’s United’s and Suffolk’s reports filed with the Securities and Exchange Commission (“SEC”) and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Suffolk shareholders on the expected terms and schedule, and including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the merger; difficulties and delays in integrating the Suffolk business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of People’s United’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the impact, extent and timing of technological changes; capital management activities; litigation; increased capital

requirements, other regulatory requirements or enhanced regulatory supervision; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Important Additional Information and Where to Find It

This communication is being made in respect of the proposed merger transaction involving People’s United and Suffolk. People’s United intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Suffolk and a prospectus of People’s United, and each party will file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to the Suffolk shareholders seeking any required shareholder approval. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Before making any voting or investment decision, investors and security holders of Suffolk are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by People’s United and Suffolk with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by People’s United may be obtained free of charge from People’s United at www.peoples.com under the tab “Investor Relations” and then under the heading “Financial Information”, and the documents filed by Suffolk may be obtained free of charge from Suffolk at www.scnb.com under the tab “Investor Relations” and then under the tab “SEC Filings.” Alternatively, these documents, when available, can be obtained free of charge from People’s United upon written request to People’s United Financial, Inc., 850 Main Street, Bridgeport, Connecticut 06604, Attn: Investor Relations, or by calling (203) 338-4581, or from Suffolk upon written request to Suffolk Bancorp, 4 West Second Street, Riverhead, New York 11901, Attn: Investor Relations, or by calling (631) 208-2400.

People’s United and Suffolk and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Suffolk in favor of the approval of the merger. Information regarding People’s United’s directors and executive officers is contained in People’s United’s Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 11, 2016, which are filed with the SEC. Information regarding Suffolk’s directors and executive officers is contained in Suffolk’s Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated April 6, 2016, which are filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement and the proxy statement/prospectus when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Item 9.01. Financial Statements and Exhibits

(d) The following Exhibits are filed herewith.

Exhibit No.	Description
99.1	Press Release, dated June 27, 2016
99.2	Investor Presentation, dated June 27, 2016

SIGNATURE

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 hereunto duly authorized.

		People’s United Financial, Inc.
		(Registrant)
Date: June 27, 2016	By:	/s/ Robert E. Trautmann
		(Signature)
	Name:	Robert E. Trautmann
	Title:	General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated June 27, 2016
99.2	Investor Presentation, dated June 27, 2016

EX-99.1

Exhibit 99.1

Investors:	Andrew S. Hersom
	Investor Relations
	203.338.4581
	Andrew.Hersom@peoples.com
Media:	Liza Montgomery
	Corporate Communications
	203.338.5280
	Elizabeth.Montgomery@peoples.com

FOR IMMEDIATE RELEASE

June 27, 2016

PEOPLE’S UNITED FINANCIAL, INC. TO ACQUIRE SUFFOLK BANCORP

BRIDGEPORT, CT – People’s United Financial, Inc. (NASDAQ: PBCT), the holding company for People’s United Bank, N.A., announced today a definitive agreement pursuant to which People’s United Financial will acquire Suffolk Bancorp (NYSE: SCNB), of Riverhead, NY, the holding company for Suffolk County National Bank, in a 100% stock transaction valued at approximately $402 million. Completion of the transaction is subject to customary closing conditions, including the receipt of regulatory approval and the approval of Suffolk Bancorp’s shareholders.

“We are proud to welcome Suffolk County National Bank to People’s United Bank,” said Jack Barnes, President and Chief Executive Officer of People’s United Financial. “With the 9^th largest market share in Suffolk County, a solid relationship-banking approach and loyal, long-tenured customers, Suffolk County National Bank’s strong Long Island presence complements our previous acquisitions and organic growth in the New York Metro area.”

“I couldn’t be more pleased to be a part of People’s United,” said Howard C. Bluver, President and Chief Executive Officer of Suffolk Bancorp. “The highly regarded People’s United brand, broad range of products and services and unique positioning across several attractive markets will benefit Suffolk Bancorp shareholders, customers and employees alike. It is also clear to me that our respective community-oriented cultures, devotion to the highest levels of customer service and conservative risk management philosophies align perfectly. We look forward to leveraging the strengths of our combined organizations to create additional value for all of our current and future stakeholders.”

Bluver will join People’s United Bank as New York Market President and will guide the integration of Suffolk Bancorp while continuing to expand the People’s United franchise in New York. “Howard’s deep roots in the region, his understanding of the local economy and his proven ability for growth will continue our momentum in this important market,” said Barnes.

People’s United Bank and People’s United Community Foundation have a strong tradition of charitable contributions and investing in communities. Recognizing Suffolk Bancorp’s important role in the region, the combined company will enhance efforts to address the needs of individuals, families,

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and businesses on Long Island with the creation of a regional advisory board. The board, comprising members of Suffolk’s Board of Directors, will be established upon closing of the transaction and will provide insight and guidance in these and other areas.

People’s United expects the transaction to be accretive to earnings, excluding one-time costs, with an IRR of approximately 17% and a tangible book value earn-back under five years. The transaction is expected to close late in the fourth quarter of 2016.

Under the terms of the definitive agreement, which has been approved by both companies’ boards of directors, Suffolk Bancorp shareholders will receive 2.225 shares of People’s United Financial stock for each Suffolk Bancorp share. The transaction is valued at $33.55 per Suffolk Bancorp share, based on the closing price of People’s United’s common stock on June 24, 2016. The receipt of People’s United Financial stock by shareholders of Suffolk Bancorp is expected to be tax-free.

J.P. Morgan Securities LLC served as financial advisor to People’s United and Simpson Thacher & Bartlett LLP served as legal counsel to People’s United.

Keefe, Bruyette & Woods, Inc. served as financial advisor to Suffolk Bancorp, and Wachtell, Lipton, Rosen & Katz served as legal counsel to Suffolk Bancorp.

Conference Call Information

More information regarding the strategic and financial implications of the acquisition will be provided in a People’s United conference call and presentation taking place today, June 27, 2016, at 9 a.m. ET. The call will be broadcast live via http://edge.media-server.com/m/p/dyfn2pph through the company’s website peoples.com. To access the conference call, dial-in information is as follows: Domestic: 877-930-7765 and International: 253-336-7413. Conference ID# 40471796. A replay of the presentation will be available June 27 (midnight) – July 3 (midnight): Domestic: 855-859-2056 and International: 404-537-3406. Conference ID# 40471796.

About People’s United Bank, N.A.

People’s United Bank, N.A. is a subsidiary of People’s United Financial, Inc. (NASDAQ: PBCT), a diversified financial services company with over $39 billion in assets. People’s United Bank, founded in 1842, is a premier, community-based, regional bank in the Northeast offering commercial and retail banking, as well as wealth management services through a network of nearly 400 branches in Connecticut, New York, Massachusetts, Vermont, New Hampshire and Maine. Visit us at peoples.com.

About Suffolk Bancorp

Suffolk Bancorp (NYSE: SCNB) is a one-bank holding company that provides commercial banking and financial services through Suffolk County National Bank (“SCNB”), its wholly owned subsidiary. Founded in 1890, SCNB is headquartered in Riverhead, NY and serves the Long Island market, incorporating Long Island’s East End, western Suffolk, and Nassau counties as well as Manhattan and the other Boroughs. SCNB is a nationally chartered commercial bank offering a full range of products and services including deposit accounts, commercial, multi-family and consumer lending, residential mortgages, cash management, and investment services.

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IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication is being made in respect of the proposed merger transaction involving People’s United Financial, Inc. (“People’s United”) and Suffolk Bancorp (“Suffolk”). People’s United intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Suffolk and a prospectus of People’s United, and each party will file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to the Suffolk shareholders seeking any required shareholder approval. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Before making any voting or investment decision, investors and security holders of Suffolk are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by People’s United and Suffolk with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by People’s United may be obtained free of charge from People’s United at www.peoples.com under the tab “Investor Relations” and then under the heading “Financial Information”, and the documents filed by Suffolk may be obtained free of charge from Suffolk at www.scnb.com under the tab “Investor Relations” and then under the tab “SEC Filings.” Alternatively, these documents, when available, can be obtained free of charge from People’s United upon written request to People’s United Financial, Inc., 850 Main Street, Bridgeport, Connecticut 06604, Attn: Investor Relations, or by calling 203.338.4581, or from Suffolk upon written request to Suffolk Bancorp, 4 West Second Street, Riverhead, New York 11901, Attn: Investor Relations, or by calling (631) 208-2400.

People’s United and Suffolk and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Suffolk in favor of the approval of the merger. Information regarding People’s United’s directors and executive officers is contained in People’s United’s Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 11, 2016, which are filed with the SEC. Information regarding Suffolk’s directors and executive officers is contained in Suffolk’s Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated April 6, 2016, which are filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement and the proxy statement/prospectus when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, People’s United’s and Suffolk’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control of either company. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections.

In addition to factors previously disclosed in People’s United’s and Suffolk’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Suffolk shareholders on the expected terms and schedule, and including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the merger; difficulties and delays in integrating the Suffolk business or fully realizing cost savings and other benefits; business disruption following the merger; changes

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in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of People’s United’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the impact, extent and timing of technological changes; capital management activities; litigation; increased capital requirements, other regulatory requirements or enhanced regulatory supervision; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

# # #

People’s United Bank. “What know-how can do.” ^SM

Visit us at peoples.com and follow us on Facebook and Twitter.

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EX-99.2

Exhibit 99.2

Acquisition of Suffolk Bancorp

June 27, 2016

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, People’s United’s and Suffolk’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as

“believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as

“assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control of either company. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections.

In addition to factors previously disclosed in People’s United’s and Suffolk’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Suffolk shareholders on the expected terms and schedule, and including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the merger; difficulties and delays in integrating the Suffolk business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of People’s United’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the impact, extent and timing of technological changes; capital management activities; litigation; increased capital requirements, other regulatory requirements or enhanced regulatory supervision; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

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Compelling transaction that accelerates New York metro growth strategy

Strategically aligned with New York expansion plan

Bolsters Long Island Enhances density in well known, attractive banking market

presence

Pro forma market share rank of 6 in Suffolk County and 16 in Nassau

County

Expanded product offering, deeper client penetration and ability to support

clients with larger balance sheet expected to drive meaningful upside with

Suffolk’s customer base

Significant upside Demonstrated track record of delivering growth from acquired institutions

opportunities

41% growth in Citizens branches since acquisition vs. 8% growth for the

equivalent markets¹

Embedded value in Suffolk franchise from proven origination capabilities

EPS accretive deal with mid-teens IRR

~$200mm of value based on present value of expected cost savings²

Substantial long term ~200bps improvement in efficiency ratio

value

Capital and ROATCE accretive

~70bps reduction in dividend payout ratio

Combining our similar client-focused cultures will create significant value

for customers and shareholders

Source: SNL Financial

1 3 year deposit CAGR from 2012-2015; Reflects industry growth for all branches (excluding People’s United) in the counties of the Citizens branches acquired by People’s United; Weighted average by

number of Citizens branches in each county; Deposits per branch capped at $500mm

2 Reflects present value of expected cash flows net of one-time costs

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Suffolk Bancorp overview

Overview Branch Footprint

Founded: 1890

MAs

Headquarters: Riverhead, NY

Community bank serving Long Island

NY

28 branches CT RI

Offers commercial and retail banking services

Low cost core deposit base

Strong presence in Suffolk and Nassau

Counties

9th largest market share (3.5%) in Suffolk

NJ

County

Total assets: $2.3 billion

Market capitalization: $279 million

Total loans ($mm) Total deposits ($mm) Non-performing loans

CAGR: 15% CAGR: 9% (760) bps

$1,748 $1,870 8.5%

$1,312

$970

0.9%

2011 1Q 2016 2011 1Q 2016 2011 1Q 2016

Cost of

deposits (bps) 38 19

Source: SNL Financial

Note: Market data as of June 24, 2016

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Transaction terms / summary

Fixed exchange ratio: 2.225 People’s United shares for each Suffolk share

Consideration: 100% stock

Structure

Deal value: $402 million (based on June 24, 2016 closing price)

Pro forma ownership: 92% People’s United / 8% Suffolk

Price / 2017E EPS: 18.5x / 17.3x (pre-earnings release estimates¹)

Pricing Price / 2017E adjusted EPS²: 13.5x / 12.9x (pre-earnings release estimates¹)

Price / tangible book value: 1.96x / 1.71x (adjusted tangible book value³)

Leadership Leadership: Suffolk President & CEO Howard C. Bluver to join People’s United as

New York Market President

Closing & Expected close: 4Q 2016

approvals Approvals: Customary regulatory and Suffolk shareholder approvals

Earningss per share: ~1% accretion²

Tangible book value per share: ~1% dilution with <5 year earnback

Attractive IRR: ~17%

financial Synergy opportunity:

returns 50% of Suffolk’s non-interest expense base

Significant revenue opportunities identified, but not modeled

Impact on capital: Modest capital accretion

Note: Market data as of June 24, 2016

1 Based on IBES estimates as of April 27, 2016 (prior to Suffolk’s 1Q earnings announcement)

2 Includes fully phased-in cost savings

3 Adjusted to reflect $2mm net credit mark (after-tax), $32mm fair value mark (after-tax)

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Key transaction assumptions

50% of Suffolk’s 2017 non-interest expense

$27 million pre-tax based on run-rate expenses

– Expected to grow at ~3% per year

Synergies 75% phase-in 2017, 100% phase-in thereafter

One-time costs: $38 million pre-tax

Significant revenue synergies identified, but not modeled

Core deposit 2% of Suffolk’s non-time deposits of $1.6 billion, amortized over 10 years

intangible

$25 million (1.2x loan-loss reserve) pre-tax credit mark

Credit mark

Extensive credit diligence, including thorough loan file review

Fair value mark $50 million pre-tax aggregate fair value marks

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Complementary balance sheet profiles

Loan composition

Pro forma

HELOC

HELOC C&I 3% C&I HELOC C&I

7% 36% 32% 7% 35%

Multifamily Multifamily

& CRE & CRE Multifamily

35% + 52% = & CRE

Other Other 37% Other

2% 2% 2%

0% 0% 0%

1-40% 1-40% 1-40%

family family family

20% 10% 19%

$28.5bn $1.7bn $30.3bn

Yield on loans: 3.50% Yield on loans: 4.18% Yield on loans¹: 3.54%

Deposit composition

Pro forma

MMDA &

MMDA & Savings MMDA &

Savings 38% Savings

41% 41% Time

Time

deposits deposits

16%

17% + Transaction Time =

50% deposits Transaction

Transaction Other 12% 41% Other

0% 0% 0%

40% 0%deposits 0% 0%deposits

2% 2%

$29.1bn $1.9bn $31.0bn

Cost of deposits: 0.35% Cost of deposits: 0.19% Cost of deposits¹: 0.34%

Source: SNL Financial; Note: Financial data as of March 31, 2016; Target owner-occupied CRE classified as C&I; Numbers may not sum due to rounding

1 Blended, weighted by loans / deposits

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Enhanced density in attractive Long Island market with opportunities for consolidation

Branch map

People’s (396)

Suffolk (28)

ME

MA

VT NH

NY

MA NY

RI CT RI

PA CT

NJ

NJ

64% of Suffolk’s branches within two miles of a People’s United branch

Source: Company documents; SNL Financial

Note: Deposit data as of June 30, 2015

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Strong market share position in affluent counties with sizable middle market business presence

Nassau Suffolk

People’s (18) People’s (39)

Suffolk (1) Suffolk (26)

Suffolk

Suffolk

Nassau

Nassau

Market deposits ($mm) $62,830 $43,093

re

a Pro forma deposits ($mm) 526 2,927

h

s

t Pro forma market share rank

e

Mark All banks 16 6

Regional/community banks 1 9 2

s Median HHI $98,655 $87,664

c

i

ph National $55,551 $55,551

a

ogr Unemployment 3.7% 4.1%

em National 4.7% 4.7%

D # of businesses 54,362 52,641

Source: Company documents; SNL Financial; Bureau of Labor Statistics

Note: Deposit data as of June 30, 2015, capped at $500mm per branch; BLS data as of most recent available

1 Banks under $100bn in assets

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People’s United’s strong presence in key counties surrounding New York City positions it well for future growth in the City

Top 10 banks in key counties surrounding New York City (sorted by total branches)

Branches in key counties surrounding New York City

Total Suffolk Nassau Westchester Fairfield New York City¹

Rank Institution Branches Deposits Branches Deposits Branches Deposits Branches Deposits Branches Deposits Branches Deposits

1 Chase 323 $39,373 91 9,576 91 13,645 96 $11,476 45 $4,675 382 $67,908

2 People’s United / Suffolk 160 10,433 65 2,927 19 526 17 856 59 6,124 12 433

2 Bank of America 144 15,514 33 3,610 40 3,960 22 2,363 49 5,581 124 13,238

3 People’s United 133 8,714 39 1,228 18 506 17 856 59 6,124 11 431

4 New York Community 119 10,645 48 3,110 64 7,024 7 511 —— 115 9,615

5 Capital One 104 18,217 48 7,050 47 9,651 9 1,517 —— 132 18,954

6 Citi 103 21,572 23 3,654 44 8,717 22 6,018 14 3,183 151 38,830

7 TD Bank 94 11,219 29 2,742 33 4,825 15 1,871 17 1,781 136 15,722

8 Wells Fargo 84 9,449 3 802 12 902 35 3,688 34 4,058 23 3,009

9 HSBC 58 4,736 19 1,532 19 1,474 17 1,440 3 289 91 12,180

10 M&T 45 3,715 16 1,261 4 281 15 1,285 10 888 19 1,775

Source: SNL Financial

Note: Deposit data as of June 30, 2015; Deposits are capped at $500mm

¹ New York City counties include Bronx, Manhattan, Kings, Staten Island and Queens

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Broader commercial product suite with the ability to commit balance sheet to support customers

Commercial product opportunities

Treasury management

Merchant services

International trade finance

Foreign exchange

Customer interest rate swaps

Specialty lending businesses

Wealth management

Insurance

Workplace banking

Source: Company information

Average loan size on Long Island

C&I

6x

CRE

1.75x

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Expanded retail offering and potential to drive higher penetration in overlapping products

Retail product opportunities

Home Equity

Residential mortgage

Wealth management

Insurance

Workplace banking

Source: Company information

1 Average People’s United production per branch for traditional New York branches

Retail checking production per branch¹

1.25x

Home Equity loans production per branch¹

6x

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Estimated financial impact of transaction

ROATCE (2018E) TCE / TA (at close)

+30bps ~+10bps

Standalone Pro forma Standalone Pro forma

Dividend payout ratio (2018E) Efficiency ratio (MRQ)

~(70bps) ~(200bps)

Standalone Pro forma Standalone Pro forma

Source: SNL Financial

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Summary

Bolsters Long Island presence and accelerates New York Metro expansion strategy

Generates attractive returns by realizing sizeable cost synergies

Significant upside opportunities from enhanced customer offering

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Important Additional Information and Where to Find It

This communication is being made in respect of the proposed merger transaction involving People’s United and Suffolk. People’s United intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Suffolk and a prospectus of People’s United, and each party will file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to the Suffolk shareholders seeking any required shareholder approval. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Before making any voting or investment decision, investors and security holders of Suffolk are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by People’s United and

Suffolk with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by People’s United may be obtained free of charge from People’s United at www.peoples.com under the tab “Investor Relations” and then under the heading “Financial Information”, and the documents filed by Suffolk may be obtained free of charge from Suffolk at www.scnb.com under the tab “Investor Relations” and then under the tab “SEC Filings.” Alternatively, these documents, when available, can be obtained free of charge from People’s United upon written request to People’s United Financial, Inc., 850 Main Street, Bridgeport, Connecticut 06604, Attn: Investor Relations, or by calling (203) 338-4581, or from Suffolk upon written request to Suffolk Bancorp, 4 West Second Street, Riverhead, New York 11901, Attn: Investor Relations, or by calling (631) 208-2400.

People’s United and Suffolk and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Suffolk in favor of the approval of the merger. Information regarding People’s United’s directors and executive officers is contained in People’s United’s Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated March 11, 2016, which are filed with the SEC. Information regarding Suffolk’s directors and executive officers is contained in Suffolk’s Annual Report on Form 10-K for the year ended December 31, 2015 and its Proxy Statement on Schedule 14A, dated April 6, 2016, which are filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement and the proxy statement/prospectus when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

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People’s United

Financial, Inc.