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COMMUNITY FINANCIAL SYSTEM, INC. Director's Dealing 2012

May 22, 2012

31347_dirs_2012-05-22_26fadc33-29fc-4b78-ad18-196ea90b8218.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: 2012-05-18

Reporting Person: DICERBO NICHOLAS A (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-05-18 Phantom Stock (Deferred Compensation) $ A 94.697 Acquired Common Stock (94.697) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 125964.1974 Direct
Common Stock 116846.5796 Indirect
Common Stock 848.31 Indirect

Footnotes

F1: Includes 897.773 shares acquired on April 10, 2012 pursuant to the Community Bank System, Inc. Dividend Reinvestment Plan.

F2: Includes 911.678 shares acquired on April 10, 2012 pursuant to the Community Bank System, Inc. Dividend Reinvestment Plan.

F3: 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.