Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 31, 2008, William M. Dempsey retired as a member of Community Bank System, Inc.'s (the "Company") Board of Directors (the "Board") in accordance with the Company's mandatory retirement policy for directors. Pursuant to the Company's Bylaws, a director is required to retire from the Board on December 31st of the year in which he or she attains the age of 70. Mr. Dempsey has been a member of the Board since 1984, and his retirement is not the result of any disagreement with the Company.

(d) As previously reported by the Company on a Form 8-K filed with the Securities and Exchange Commission on November 24, 2008, the Company increased the size of the Company's Board and appointed, effective as of January 1, 2009, James W. Gibson, Jr., CPA and James A. Wilson, CPA, CFE to the Company's Board. Messrs. Gibson and Wilson have been appointed by the Board to serve on the Board's Audit/Compliance/Risk Management Committee. For additional details regarding the new directors, please refer to the Form 8-K filed on November 24, 2008.

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