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COMMUNITY FINANCIAL SYSTEM, INC. Director's Dealing 2011

Jul 27, 2011

31347_dirs_2011-07-27_b64e7b42-0c7e-4c1a-8d87-f62c6fff2675.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMUNITY BANK SYSTEM INC (CBU)
CIK: 0000723188
Period of Report: 2011-07-25

Reporting Person: DICERBO NICHOLAS A (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-07-25 Phantom Stock (Deferred Compensation) $ A 141.3 Acquired Common Stock (141.3) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 118322.2154 Direct
Common Stock 112639.1746 Indirect
Common Stock 823.521 Indirect

Footnotes

F1: Includes 907.788 shares acquired on July 11, 2011 under the Community Bank System, Inc. Dividend Reinvestment Plan.

F2: Includes 910.105 shares acquired on July 11, 2011 under the Community Bank System, Inc. Dividend Reinvestment Plan

F3: Includes 7.798 shares acquired on July 11, 2011 under the Community Bank System, Inc. Dividend Reinvestment Plan

F4: Each unit of phantom stock is the economic equivalent of one share of Community Bank System, Inc. common stock. The units of phantom stock relating to the Deferred Compensation Plan will be settled in Community Bank System, Inc. common stock at future dates selected by the reporting person.

F5: Includes 481.8668 units of phantom stock acquired on July 11, 2011 under the Deferred Compensation Plan's dividend reinvestment feature.