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

(d) The Board of Directors of Cortland Bancorp (the "Company") and The Cortland Savings and Banking Company appointed, effective January 1, 2013, Anthony Vross to their respective Boards of Directors. Mr. Vross was appointed to fill a newly created vacancy in the class of directors whose terms will expire in 2014. Mr. Vross' appointment brings the total number of directors to eleven (11), the maximum allowed at the Company. There are no arrangements or understandings pursuant to which Mr. Vross was elected as a director of the Company. No determination has been made as of the date hereof to which committees of the Company's Board of Directors Mr. Vross will be appointed.

ITEM 9.01 Financial Statements and Exhibits.

A press release announcing the appointment of Mr. Vross, was issued on December 21, 2012 and is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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