Item 5.02(b) Departure of Directors or Certain Officers

On December 31, 2012, Paul M. Cantwell, Jr., a member of the Board of Directors (the "Board") of Community Bank System, Inc. (the "Company"), retired from 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. Cantwell has served as a director of the Company and Community Bank, N.A., the Company's subsidiary, since 2001. He served as Chair of the Board from June 2006 to April 2010.

Item 8.01 Other Events

At its December meeting, the Board also approved a stock repurchase program authorizing the repurchase, at the discretion of senior management, of up to 2,000,000 shares of the Company's common stock during a twelve-month period starting January 1, 2013. Such repurchases may be made at the discretion of senior management depending on market conditions and other relevant factors and will be acquired through open market or privately negotiated transactions as permitted under Rule 10b-18 of the Securities Exchange Act of 1934 and other applicable legal requirements. The new repurchase authorization replaces the existing program which expired on December 31, 2012.