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COMMUNITY FINANCIAL SYSTEM, INC. Director's Dealing 2012

Jan 18, 2012

31347_dirs_2012-01-18_c5f6e007-79d8-489c-a3d3-bcaf307d9af0.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: 2012-01-13

Reporting Person: CANTWELL PAUL M JR (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-13 Common Stock M 895 Acquired 103662 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-01-13 Phantom Stock (Deferred Compensation) $ M 895 Disposed Common Stock (895) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 10450 Indirect

Footnotes

F1: Each phantom stock unit relating to the Deferred Compensation Plan entitles the reporting person to receive one share of Community Bank System, Inc. common stock. On January 13, 2012, the reporting person's phantom stock units were settled for an equal number of shares and cash for .5305 share at $27.80 per share.

F2: 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.

F3: 895.5305 phantom stock units were settled for 895 shares of common stock and cash for .5305 share at $27.80.