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COMMUNITY FINANCIAL SYSTEM, INC. Director's Dealing 2012

May 17, 2012

31347_dirs_2012-05-17_715e7aff-0a2b-4186-a246-bfb14a2d5902.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: 2012-05-15

Reporting Person: DICERBO NICHOLAS A (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-15 Common Stock P 700 $27.06 Acquired 125066.4244 Direct
2012-05-15 Common Stock P 400 $27.06 Acquired 115934.9016 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-04-10 Phantom Stock (Deferred Compensation) $ J 497.4678 Acquired Common Stock (497.4678) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 848.31 Indirect

Footnotes

F1: Includes 20.527 shares acquired on April 10, 2012 pursuant to the Community Bank System, Inc. Dividend Reinvestment Plan.

F2: Includes 7.609 shares acquired on April 10, 2012 pursuant to the Community Bank System, Inc. Dividend Reinvestment Plan.

F3: These phantom stock units were acquired on April 10, 2012 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.