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COMMUNITY FINANCIAL SYSTEM, INC. Director's Dealing 2011

Jan 21, 2011

31347_dirs_2011-01-21_40eae18c-b267-44d7-b501-919f3a86eff5.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: 2011-01-19

Reporting Person: DICERBO NICHOLAS A (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-01-19 Stock Option $27.36 A 3850 Acquired 2021-01-19 Common Stock (3850) Direct
2011-01-19 Phantom Stock (Deferred Compensation) $ A 127.924 Acquired Common Stock (127.924) Direct
2010-12-31 Phantom Stock (Stock Balance Plan) $0 J 538.19 Acquired Common Stock (538.19) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 116511.3274 Direct
Common Stock 110823.9246 Indirect
Common Stock 807.871 Indirect

Footnotes

F1: Includes 826.695 shares acquired on January 10, 2011 pursuant to the Community Bank System, Inc. Dividend Reinvestment Plan.

F2: Includes 829.232 shares acquired on January 10, 2011 pursuant to the Community Bank System, Inc. Dividend Reinvestment Plan.

F3: Includes 6.947 shares acquired on January 10, 2011 pursuant to 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 a future date selected by the reporting person.

F5: Includes 424.088 phantom stock units acquired on January 10, 2011 under the Deferred Compensation Plan's dividend reinvestment feature.

F6: These units were acquired during the 2010 calendar year pursuant to the Stock Balance Plan's dividend reinvestment feature. Each phantom stock unit is the economic equivalent of one share of Community Bank System, Inc. common stock. The phantom stock units relating to the Stock Balance Plan may be settled upon the later of the reporting person's attainment of age 55 or termination of service on Community Bank System, Inc.'s Board of Directors.