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COMMUNITY FINANCIAL SYSTEM, INC. Director's Dealing 2011

Jan 21, 2011

31347_dirs_2011-01-21_2271ff87-a485-4ef5-b398-7d842dfd29e1.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: CANTWELL PAUL M JR (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
2010-12-31 Phantom Stock (Stock Balance Plan) $ J 144.72 Acquired Common Stock (144.72) Direct
2011-01-10 Phantom Stock (Deferred Compensation) $ J 38.0566 Acquired Common Stock (38.0566) Direct

Footnotes

F1: 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.

F2: Phantom stock units were acquired on January 10, 2011 under the Deferred Compensation Plan's dividend reinvestment feature. 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.