Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This sets forth the terms of an Amendment to the January 1, 2017 Employment Agreement between (i) COMMUNITY BANK SYSTEM, INC., a Delaware corporation and registered bank holding company (“CBSI”), and COMMUNITY BANK, N.A., a national banking association (“CBNA”), both having offices located in Dewitt, New York (collectively, the “Employer”), and (ii) SCOTT A. KINGSLEY, an individual currently residing at Manlius, New York (“Employee”). This Amendment is effective as of June 1, 2018.

RECITALS

TERMS

1.       Paragraph 1(a) of the Employment Agreement is amended and restated to provide in its entirety as follows:

(a)        Term . During the period that begins on January 1, 2017 and ends on May 31, 2018, Employer shall continue to employ Employee, and Employee shall continue to serve, as Executive Vice President and Chief Financial Officer, for CBSI and CBNA. During the period that begins on June 1, 2018 and ends on December 31, 2019, Employer shall employ Employee, and Employee shall serve, as Executive Vice President and Chief Operating Officer, for CBSI and CBNA, subject to termination as provided in paragraph 3 hereof. The combined period that begins on January 1, 2017 and ends on December 31, 2019 is referred to in this Agreement as the “Period of Employment.”

2.       Paragraph 1(b) of the Employment Agreement is amended by deleting the last sentence in existing paragraph 1(b) and replacing that sentence with the following:

Effective as of June 1, 2018, Employee’s Base Salary shall be increased to $600,000. Employee’s Base Salary is payable in accordance with Employer’s regular payroll practices for executive employees.

3.    
Paragraph 2 of the Employment Agreement is amended and restated to provide in its entirety as follows:

Duties During the Period of Employment . As Employer’s Executive Vice President and Chief Operating Officer, Employee shall have full responsibility, subject to the control of Employer’s President and Chief Executive Officer and/or the authorized designee of Employer’s Board of Directors, for the supervision of all assigned aspects of Employer’s business and operations, including all activities related to banking, operations, wealth management, insurance and employee benefit services, and the discharge of such other duties and responsibilities to Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by Employer’s President and Chief Executive Officer, or the authorized designee of Employer’s Board of Directors. Employee shall report to Employer’s President and Chief Executive Officer. Employee shall devote Employee’s best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s ability and devote all of Employee’s working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations, provided that such affiliations are not inconsistent with and do not interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer of Employer’s affiliates, without additional compensation if requested to do so by the Board of Directors of Employer. Employee shall receive only the compensation and other benefits described in this Agreement for Employee’s services to affiliates of Employer.

3.       Except as otherwise provided in this Amendment, all of the terms and conditions of the Employment Agreement shall remain the same. Accordingly, this Amendment, read in conjunction with the Employment Agreement, constitutes the entire agreement between Employee and Employer with respect to the subject matter of the Employment Agreement.

The foregoing is established by the following signatures of the parties.

COMMUNITY BANK SYSTEM, INC.

Exhibit 10.2

EMPLOYMENT AGREEMENT

This sets forth the terms of the Employment Agreement between (i) COMMUNITY BANK SYSTEM, INC., a Delaware corporation and registered bank holding company (“CBSI”), and COMMUNITY BANK, N.A., a national banking association (“CBNA”), both having offices located in Dewitt, New York (collectively, the “Employer”), and (ii) JOSEPH E. SUTARIS, an individual currently residing at Manlius, New York (“Employee”). This Agreement is effective as of June 1, 2018.

W I T N E S S E T H

IN CONSIDERATION of the promises and mutual agreements and covenants contained herein, and other good and valuable consideration, the parties agree as follows:

1.            Employment .

(a)        Term . Employer shall employ Employee, and Employee shall serve, as Executive Vice President and Chief Financial Officer for CBSI and CBNA for a term commencing on June 1, 2018 and ending on December 31, 2020 (“Period of Employment”), subject to termination as provided in paragraph 3 hereof.

(b)        Salary . During the Period of Employment, Employer shall pay Employee a base salary at an annual rate of not less than $375,000 (“Base Salary”). Employee’s Base Salary shall be reviewed and adjusted in accordance with Employer’s regular payroll practices for executive employees. Employee’s Base Salary is payable in accordance with Employer’s regular payroll practices for executive employees.

(c)        Incentive Compensation . During the Period of Employment, Employee shall be entitled to annual incentive compensation as a Tier 2 Executive of the Employer pursuant to the terms of the Management Incentive Plan, which has been approved by the Board of Directors of Employer to cover Employee and other key personnel of Employer, as well as other incentive plans that may be established by Employer and that are applicable to Employer’s executives of similar salary tier to Employee. Upon termination of Employee’s employment pursuant to subparagraph 3(a), 3(b), 3(c) or 6, Employee shall be entitled to a pro rata portion (based on Employee’s complete months of active employment in the applicable year) of the annual incentive awards that are payable with respect to the year during which the termination occurs or, if the annual awards for such year are not determinable at the time of termination, then the immediately prior year’s awards shall be used to determine such pro rata portion.

2.            Duties during the Period of Employment . As Employer’s Executive Vice President and Chief Financial Officer, Employee shall have full responsibility, subject to the control of Employer’s President and Chief Executive Officer and/or the authorized designee of Employer’s Board of Directors, for the supervision of all assigned aspects of Employer’s business and operations, including all activities related to finance, accounting and investor relations, and the discharge of such other duties and responsibilities to Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by Employer’s President and Chief Executive Officer, or the authorized designee of Employer’s Board of Directors. Employee shall report to Employer’s President and Chief Executive Officer. Employee shall devote Employee’s best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s ability and devote all of Employee’s working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations, provided that such affiliations are not inconsistent with and do not interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer of Employer’s affiliates, without additional compensation if requested to do so by the Board of Directors of Employer. Employee shall receive only the compensation and other benefits described in this Agreement for Employee’s services to affiliates of Employer.

3.            Termination . Employee’s employment by Employer shall be subject to termination as follows:

(a)        Expiration of the Term . This Agreement shall terminate automatically at the expiration of the Period of Employment unless the parties enter into a written agreement extending Employee’s employment, except for the continuing obligations of the parties as specified hereunder.

(b)        Termination Upon Death . This Agreement shall terminate upon Employee’s death. In the event this Agreement is terminated as a result of Employee’s death, Employer shall continue payments of Employee’s Base Salary for a period of 90 days following Employee’s death to the beneficiary designated by Employee on the “Beneficiary Designation Form” attached to this Agreement as Appendix A. Any restrictions on shares of CBSI stock previously granted to Employee shall be waived as of the date of death and Employee’s beneficiary shall be free to dispose of any restricted stock previously granted to Employee by Employer. Additionally, Employer shall treat as immediately exercisable all unexpired stock options issued by Employer and held by Employee that are not exercisable or that have not been exercised, so as to permit Employee’s beneficiary to purchase the balance of CBSI stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right, determined without regard to Employee’s death or termination of employment.

(c)        Termination Upon Disability . Employer may terminate this Agreement upon Employee’s disability. For the purpose of this Agreement, Employee’s inability to perform substantially all of Employee’s duties under this Agreement by reason of physical or mental illness or injury for a period of 26 successive weeks (the “Disability Period”) shall constitute disability. The determination of disability shall be made by a physician selected by Employer and a physician selected by Employee; provided, however, that if the two physicians so selected shall disagree, the determination of disability shall be submitted to arbitration in accordance with the rules of the American Arbitration Association and the decision of the arbitrator shall be binding and conclusive on Employee and Employer. During the Disability Period, Employee shall be entitled to 100% of Employee’s Base Salary otherwise payable during that period, reduced by all other Employer-provided income replacement benefits to which Employee may be entitled for the Disability Period on account of such disability (including, but not limited to, benefits provided under any disability insurance policy or program, workers’ compensation law, or any other benefit program or arrangement). Upon termination pursuant to this disability provision, any restrictions on shares of CBSI stock previously granted to Employee shall be waived and Employee shall be free to dispose of any restricted stock granted to Employee. Additionally, Employer shall treat as immediately exercisable all unexpired stock options issued by Employer and held by Employee that are not exercisable or that have not been exercised, so as to permit the Employee to purchase the balance of CBSI stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right, determined without regard to Employee’s disability or termination of employment.

(d) Termination for Cause . Employer may terminate Employee’s employment immediately for “cause” by written notice to Employee. For purposes of this Agreement, a termination shall be for “cause” if the termination results from any of the following events:

(i)       Employee’s willful breach of any material provision of this Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach;

(ii)       Any documented misconduct by Employee as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer;

(iii)       Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s written notice to Employee specifying the nature of the neglect or refusal;

(iv)       Conviction of a crime involving any act of dishonesty or moral turpitude, or the commission of a felony;

(v)       Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer’s unexcused failure to perform its obligations under this Agreement;

(vi)       Documented failure to follow the reasonable, written instructions of the Board of Directors of Employer or Employer’s President and Chief Executive Officer, provided that the instructions do not require Employee to engage in unlawful conduct; or

(vii)       A willful violation of a material rule or regulation of the Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer.

Notwithstanding any other term or provision of this Agreement to the contrary, if Employee’s employment is terminated for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of termination.

(e)        Termination For Reasons Other Than Cause . In the event Employer terminates Employee’s employment during the Period of Employment or within 12 months following the expiration of the Period of Employment, for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in, and subject to the notice and right to cure provisions in, paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of Employee’s annual Base Salary in effect at the time of termination and the aggregate sum of all payments made to Employee during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan (or equivalent successor plan), or (ii) amounts of Base Salary and expected Management Incentive Plan (or equivalent successor plan) payments that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the benefit payable pursuant to this paragraph 3(e) shall be payable in equal biweekly installments over the 12 month period that begins on the first day of the month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12 month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled.

In addition to the cash benefits described in the foregoing of this paragraph 3(e), Employer shall: (iii) waive all restrictions on all CBSI stock previously granted to Employee and permit Employee to dispose of any restricted stock; and (iv) treat as immediately exercisable all unexpired stock options held by Employee that are not exercisable or that have not been exercised, so as to permit Employee to purchase the balance of CBSI stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right determined without regard to Employee’s termination of employment.

Notwithstanding the foregoing, amounts payable under clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made to Employee under paragraph 6(a)(i) of this Agreement. Payments under this paragraph 3(e) and payments under paragraph 6(a)(i) shall not be duplicated.

4.            Fringe Benefits .

(a)        Benefit Plans . During the Period of Employment, Employee shall be eligible to participate in any employee pension benefit plans (as that term is defined under Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended), Employer-paid group life insurance plans, medical plans, dental plans, long-term disability plans, business travel insurance programs and other fringe benefit programs maintained by Employer for the benefit of (or which are applicable to) its executive employees. Participation in any of Employer’s benefit plans and programs shall be based on, and subject to satisfaction of, the eligibility requirements and other conditions of such plans and programs. Employer may require Employee to submit to an annual physical, to be performed by a physician of his own choosing. Employee shall not be eligible to participate in Employer’s Severance Pay Plan maintained for other employees not covered by employment agreements.

(b)        Expenses . Upon submission to Employer of vouchers or other required documentation, Employee shall be reimbursed for (or Employer shall pay directly) Employee’s actual out-of-pocket travel and other expenses reasonably incurred and paid by Employee in connection with Employee’s duties hereunder. Reimbursable expenses must be submitted to the President and Chief Executive Officer of Employer, or the President and Chief Executive Officer’s designee, for review on no less than a quarterly basis.

(c)        Other Benefits . During the Period of Employment, Employee also shall be entitled to receive the following benefits:

(i)       Paid time-off of twenty-one (21) days each calendar year (with no carryover of unused time to a subsequent year) and any holidays that may be provided to all employees of Employer in accordance with Employer’s holiday policy;

(ii)       Reasonable sick leave;

(iii)       Reimbursement of membership fees and dues (but not personal expenses) for up to two club memberships and other appropriate professional associations, subject to the approval of the President and Chief Executive Officer of Employer, the primary purpose of which memberships shall be the promotion of Employer’s business interests. Reimbursements shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense was incurred;

(iv)       The use of an Employer-owned mobile telephone and the payment or reimbursement of all Employer related business charges incurred in connection with the use of such telephone; and

(v)       At Employer’s option, either (A) the use of an Employer-owned or Employer-leased automobile, the selection and replacement of which shall be subject to the approval of the President and Chief Executive Officer of Employer, or (B) an automobile allowance to provide for a reasonably similar benefit consistent with similarly-situated executive employees, as determined by the President and Chief Executive Officer of Employer.

5.            Restricted Stock and Stock Options . Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

6.            Change of Control .

(a)       If Employee’s employment with Employer shall cease for any reason, including Employee’s voluntary termination for “good reason” (as defined in paragraph 6(d) below), but not including Employee’s termination for “cause” (as described in paragraph 3(d)) or Employee’s voluntary termination without “good reason”, within two years following a “Change of Control” that occurs during the Period of Employment, then:

(i)       Employer shall pay to the Employee the greater of (A) 300 percent of the sum of the annual Base Salary in effect at the time of Employee’s termination and the aggregate sum of all payments made to Employee during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan (or equivalent successor plan), or (B) amounts of Base Salary and expected payments under the Management Incentive Plan (or equivalent successor plan) that otherwise would have been payable through the balance of the unexpired term of this Agreement. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the amount determined pursuant to this paragraph 6(a)(i) shall be payable in equal biweekly installments over the 12-month period that begins on the first day of the month following Employee’s termination. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 12-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining six months shall be paid as scheduled.

(ii)       Employer shall provide Employee with the cash equivalents of the benefits described in paragraph 4(a) for a period of 36 months following Employee’s termination. Unless Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), the cash equivalents payable pursuant to this subparagraph (ii) shall be payable in equal monthly installments over the 36-month period that begins on the first day of the month following Employee’s separation from service. If Employee is a “specified employee” (as determined in accordance with Internal Revenue Code Section 409A), then installment payments during the first six months of the 36-month installment period shall be limited to the extent required by Internal Revenue Code Section 409A, any unpaid installment amounts shall be paid immediately after such six-month period and installment payments due during the remaining 30 months shall be paid as scheduled.

(iii)       Employer shall treat as immediately exercisable all unexpired stock options issued by Employer and held by Employee that are not otherwise exercisable or that have not been exercised so as to permit Employee to purchase the balance of CBSI stock not yet purchased pursuant to said options until the end of the full exercise period provided in the original grant of the option right, determined without regard to Employee’s termination of employment.

(iv)       Employer shall waive all restrictions on any shares of CBSI stock granted to Employee and permit Employee to dispose of such stock.

(b)       Notwithstanding any provision of this Agreement to the contrary, in the event that any payment or benefit received or to be received by the Employee in connection with a Change of Control (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement)(all such payments and benefits being hereinafter called “Total Benefits”) would be subject (in whole or in part) to the excise tax imposed pursuant to Internal Revenue Code Section 4999, then the cash severance payments provided in this Agreement shall first be reduced, and the other payments and benefits hereunder shall thereafter be reduced, to the extent necessary so that no portion of the Total Benefits will be subject to such excise tax, but only if (i) is greater than or equal to (ii), where (i) equals the reduced amount of such Total Benefits minus the aggregate amount of federal, state and local income taxes on such reduced Total Benefits, and (ii) equals the unreduced amount of such Total Benefits minus the sum of (A) the aggregate amount of federal, state and local income taxes on such Total Benefits, and (B) the amount of excise tax to which the Employee would be subject in respect of such unreduced Total Benefits.

(c)       For purposes of this paragraph 6, a “Change of Control” shall be deemed to have occurred if:

(i)       any “person,” including a “group” as determined in accordance with the Section 13(d)(3) of the Securities Exchange Act of 1934 (“Exchange Act”), is or becomes the beneficial owner, directly or indirectly, of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding securities;

(ii)       as a result of, or in connection with, any tender offer or exchange offer, merger or other business combination (a “Transaction”), the persons who were directors of Employer before the Transaction shall cease to constitute a majority of the Board of Directors of Employer or any successor to Employer;

(iii)       Employer is merged or consolidated with another corporation and as a result of the merger or consolidation less than 70% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of Employer, other than (A) affiliates within the meaning of the Exchange Act, or (B) any party to the merger or consolidation;

(iv)       a tender offer or exchange offer is made and consummated for the ownership of securities of Employer representing 30% or more of the combined voting power of Employer’s then outstanding voting securities; or

(v)       Employer transfers substantially all of its assets to another corporation, which is not controlled by Employer.

(d)       For purposes of this paragraph 6, “good reason” shall mean action taken by Employer that results in:

(i)       An involuntary and material adverse change in Employee’s authority, duties, responsibilities, or base compensation;

(ii)       An involuntary and material relocation of the office from which Employee is expected to perform his duties; or

(iii)        A material breach of this Agreement or any other agreement between the parties under which Employee provides services.

In all cases, Employee must provide notice to Employer of the existence of a condition described in (i), (ii) or (iii) above within thirty (30) days of the initial existence of the condition, upon the notice of which Employer shall have thirty (30) days thereafter in which to remedy the condition.

7.            Withholding . Employer shall deduct and withhold from compensation and benefits provided under this Agreement all required income and employment taxes and any other similar sums required by law to be withheld.

8.            Covenants .

(a)        Confidentiality . Employee shall not, without the prior written consent of Employer, disclose or use in any way, either during his employment by Employer or thereafter, except as required in the course of his employment by Employer, any confidential business or technical information or trade secret acquired in the course of Employee’s employment by Employer. Employee acknowledges and agrees that it would be difficult to fully compensate Employer for damages resulting from the breach or threatened breach of the foregoing provision and, accordingly, that Employer shall be entitled to temporary preliminary injunctions and permanent injunctions to enforce such provision. This provision with respect to injunctive relief shall not, however, diminish Employer’s right to claim and recover damages. Employee covenants to use his best efforts to prevent the publication or disclosure of any trade secret or any confidential information that is not in the public domain concerning the business or finances of Employer or Employer’s affiliates, or any of its or their dealings, transactions or affairs which may come to Employee’s knowledge in the pursuance of his duties or employment.

(b)        No Competition . Employee’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a “Competitive Operation”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the same counties of New York, Pennsylvania, Vermont, Massachusetts or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer on the date of Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

(c)        Non-Competition Period . The “non-competition period” shall begin on June 1, 2018 and shall end twelve (12) months after the Employee’s termination of employment; provided, however, that the “non-competition period” shall end on the date Employee’s employment ends in the event of Employee’s termination for “good reason” (as defined in paragraph 6(d)), or Employee’s termination without “cause” (as defined in paragraph 3(d)).

(d)        Non-Solicitation . While Employee is employed by Employer, and for a period of two years after Employee’s employment with Employer ends for any reason, Employee shall not directly or indirectly solicit (other than on behalf of Employer) business or contracts for any products or services of the type provided, developed or under development by Employer during Employee’s employment by Employer, from or with (x) any person or entity which was a customer of Employer for such products or services as of, or within 12 months prior to, the date of Employee’s termination of employment with Employer, or (y) any prospective customer which Employer was soliciting as of, or within 12 months prior to, Employee’s termination. Additionally, while Employee is employed by Employer, and for two years after Employee’s employment with the Employer ends for any reason, Employee will not directly or indirectly contract with any such customer or prospective customer for any product or service of the type provided, developed or which was under development by Employer during Employee’s employment with Employer. Employee will not at any time knowingly interfere or attempt to interfere with any transaction, agreement or business relationship in which Employer was involved or was contemplating during Employee’s employment with Employer, including but not limited to relationships with customers, prospective customers, agents, contractors, vendors, service providers, and suppliers.

(e)        Non-Recruitment . While Employee is employed by Employer, and for a period of two years after Employee’s employment with Employer ends for any reason, Employee shall not, directly or indirectly, solicit, recruit, or hire, or in any manner assist in the hiring, solicitation or recruitment of any of individual who is or was an employee of Employer, or who otherwise provided services to Employer, within 12 months prior to the termination of Employee’s employment with Employer.

(f)        Termination of Payments . Upon the breach by Employee of any covenant under this paragraph 8, Employer shall cease all payments to Employee and may offset and/or recover from Employee immediately any and all amounts payable to Employee under this Agreement against any damages to which Employer is legally entitled in addition to any and all other remedies available to Employer under the law or in equity.

9.            Notices . Any notice which may be given hereunder shall be sufficient if in writing and mailed by overnight mail, or by certified mail, return receipt requested, to Employee at his residence and to Employer at 5790 Widewaters Parkway, Dewitt, New York 13214, or at such other addresses as either Employee or Employer may, by similar notice, designate.

10.          Rules, Regulations and Policies . Employee shall abide by and comply in all material respects with all of the rules, regulations, and policies of Employer that may be in effect and amended from time to time, including without limitation (i) Employer’s policy of strict adherence to, and compliance with, any and all requirements of the banking, securities, and antitrust laws and regulations, (ii) Employer’s human resources, personnel and benefits policies, and (iii) to the extent applicable, Employer’s Executive Equity Ownership Guidelines and claw-back policy.

11.          No Prior Restrictions . Employee affirms and represents that Employee is under no obligations to any former employer or other third party which is in any way inconsistent with, or which imposes any restriction upon, the employment of Employee by Employer, or Employee’s undertakings under this Agreement.

12.          Return of Employer’s Property . After Employee has received notice of termination or at the end of the term hereof, whichever first occurs, Employee shall promptly return to Employer all documents and other property in his possession belonging to Employer.

13.          Construction and Severability . The invalidity of any one or more provisions of this Agreement or any part thereof, all of which are inserted conditionally upon their being valid in law, shall not affect the validity of any other provisions to this Agreement; and, in the event that one or more provisions contained herein shall be invalid, as determined by a court of competent jurisdiction, the court shall have authority to modify such provision in a manner that most closely reflects the intent of the parties and is valid. This Agreement shall be interpreted and applied in all circumstances in a manner that is consistent with the intent of the parties that amounts earned and payable pursuant to this Agreement shall not be subject to the premature income recognition or adverse tax provisions of Internal Revenue Code Section 409A. Accordingly, by way of example and not limitation, (a) distributions of benefits payable following Employee’s termination of employment shall commence as of the date required by this Agreement or, if later, the earliest date permitted by Internal Revenue Code Section 409A, (generally six months after termination, if Employee is a “specified employee” within the meaning of Internal Revenue Code Section 409A), and (b) the phrase “termination of employment” (and similar terms and phrases) shall be construed to mean “separation from service” within the meaning of Internal Revenue Code Section 409A.

14.          Governing Law . This Agreement was executed and delivered in New York and shall be construed and governed in accordance with the laws of the State of New York.

15.          Assignability and Successors . This Agreement may not be assigned by Employee or Employer, except that this Agreement shall be binding upon and shall inure to the benefit of the successor of Employer through merger or corporate reorganization. Any attempted assignment in violation of this paragraph 15 shall be null and void and of no effect.

(a)       This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and shall supersede all prior understandings and agreements.

(b)       This Agreement cannot be amended, modified, or supplemented in any respect, except by a subsequent written agreement entered into by the parties hereto.

(c)       The services to be performed by Employee are special and unique; it is agreed that any breach of this Agreement by Employee shall entitle Employer (or any successor or assigns of Employer), in addition to any other legal remedies available to it, to apply to any court of competent jurisdiction to enjoin such breach.

(d)       The provisions of paragraphs 3(e), 6 and 8 hereof shall survive the termination of this Agreement.

17.          Counterparts . This Agreement may be executed in counterparts (each of which need not be executed by each of the parties), which together shall constitute one and the same instrument.

18.          Jurisdiction, Venue and Fees . The jurisdiction of any proceeding between the parties arising out of, or with respect to, this Agreement shall be in a court of competent jurisdiction in New York State, and venue shall be in Onondaga County. Each party shall be subject to the personal jurisdiction of the courts of New York State. If Employee is the prevailing party in a proceeding to collect payments due pursuant to this Agreement, Employer shall reimburse Employee for reasonable attorneys’ fees incurred by Employee in connection with such proceeding. Reimbursement shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense was incurred. The foregoing right of reimbursement shall expire on the fifth anniversary of Employee’s separation of employment with Employer.

[Signature page follows.]

The foregoing is established by the following signatures of the parties.

Exhibit 10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

This sets forth the terms of an Amendment to the Employment Agreement made as of January 1, 2016 between (i) COMMUNITY BANK SYSTEM, INC., a Delaware corporation and registered bank holding company (“CBSI”), and COMMUNITY BANK, N.A., a national banking association (“CBNA”), both having offices located in Dewitt, New York (collectively, the “Employer”), and (ii) JOSEPH F. SERBUN, an individual currently residing at Syracuse, New York (“Employee”). This Amendment is effective as of June 1, 2018.

RECITALS

TERMS

1.       Paragraph 1(a) of the Employment Agreement is amended and restated to provide in its entirety as follows:

(a)        Term . During the period that begins on January 1, 2016 and ends on May 31, 2018, Employer shall continue to employ Employee, and Employee shall continue to serve, as Chief Credit Officer and Senior Vice President, for CBSI and CBNA. During the period that begins on June 1, 2018 and ends on December 31, 2018, Employer shall employ Employee, and Employee shall serve, as Chief Credit Officer and Executive Vice President, for CBSI and CBNA, subject to termination as provided in paragraph 3 hereof. The combined period that begins on January 1, 2016 and ends on December 31, 2018 is referred to in this Agreement as the “Period of Employment.”

2.       Paragraph 1(b) of the Employment Agreement is amended by deleting the last sentence in existing paragraph 1(b) and replacing that sentence with the following:

Effective as of June 1, 2018, Employee’s Base Salary shall be increased to $325,000. Employee’s Base Salary is payable in accordance with Employer’s regular payroll practices for executive employees.

3.       Paragraph 2 of the Employment Agreement is amended and restated to provide in its entirety as follows:

Duties During the Period of Employment . Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or authorized designee, for the supervision of all aspects of Employer’s lending and credit operations, including all activities related to commercial lending, residential lending, direct and indirect consumer lending, credit administration, cash management and regional banking, and the discharge of such other duties and responsibilities to Employer as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. Employee shall devote Employee’s best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s ability and devote all of Employee’s working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Employee may affiliate with professional associations, business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer of, Employer’s affiliates, without additional compensation if requested to do so by the Board of Directors of Employer. Employee shall receive only the compensation and other benefits described in this Agreement for Employee’s duties on behalf of Employer or any of its affiliates.

4.       The first sentence of paragraph 3(e) of the Employment Agreement is amended and restated to provide in its entirety as follows (with the amended portion underscored):

In the event Employer terminates Employee’s employment during the Period of Employment or within 24 months following expiration of the Period of Employment for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in paragraphs 6(d)(i) or 6(d)(iii) and subject to the notice and right to cure provisions of paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement.

4.       The first sentence of subparagraph 6(a)(i) of the Employment Agreement is amended and restated to provide in its entirety as follows (with the amended portion underscored):

Employer shall pay to the Employee the greater of (A) 300 percent of the sum of the annual Base Salary in effect at the time of Employee’s termination and the aggregate sum of all payments made to Employee during the 12 months preceding Employee’s termination pursuant to the Management Incentive Plan (or equivalent successor plan), or (B) amounts of Base Salary and expected payments under the Management Incentive Plan (or equivalent successor plan) that otherwise would have been payable through the balance of the unexpired term of this Agreement.

5.       Except as otherwise provided in this Amendment, all of the terms and conditions of the Employment Agreement shall remain the same. Accordingly, this Amendment, read in conjunction with the Employment Agreement, constitutes the entire agreement between Employee and Employer with respect to the subject matter of the Employment Agreement.

The foregoing is established by the following signatures of the parties.

Exhibit 10.4

COMMUNITY BANK SYSTEM, INC.

RESTORATION PLAN

Effective as of June 1, 2018

COMMUNITY BANK SYSTEM, INC.

RESTORATION PLAN

TABLE OF CONTENTS

EXHIBIT A - PARTICIPATION AGREEMENT

EXHIBIT B - BENEFICIARY DESIGNATION

COMMUNITY BANK SYSTEM, INC.

RESTORATION PLAN

PREAMBLE

The Board of Directors of Community Bank System, Inc. adopted this non-qualified deferred compensation plan for a select group of management and highly compensated employees of Community Bank, N.A. and participating affiliated employers, to be effective as of June 1, 2018.

The general purpose of this Plan is to provide non-qualified deferred compensation benefits to selected employees whose benefits under tax-qualified retirement plans are restricted by the Internal Revenue Code Section 401(a)(17) limitation on compensation that may be taken into account under tax-qualified plans.

ARTICLE I
DEFINITIONS

When used herein, the following words shall have the meanings set forth below, unless the context clearly indicates otherwise:

1.01        Account shall mean the special unfunded bookkeeping account maintained by or for a Participating Employer to record the interest of a Participant in accordance with Article III.

1.02        Beneficiary shall mean the individual designated by a Participant in accordance with Section 3.09 to receive the unpaid balance of the Participant’s benefit under this Plan following the Participant’s death.

1.03        401(k) Plan shall mean the Community Bank System, Inc. 401(k) Employee Stock Ownership Plan, as amended from time to time. To the extent necessary to carry out the purposes of this Plan, the terms of the 401(k) Plan are hereby incorporated by reference.

1.04        401(k) Plan Compensation shall mean “Compensation” as defined in the 401(k) Plan.

1.05        Participant shall mean a highly compensated or management employee of a Participating Employer who satisfies the eligibility and participation requirements of Article II.

1.06        Participating Employer shall mean Community Bank System, Inc., Community Bank, N.A., and any other affiliate or subsidiary of Community Bank System, Inc. that adopts this Plan pursuant to Section 6.09.

1.07        Participation Agreement shall mean the written agreement between the Participating Employer and a Participant, in the form attached as Exhibit A of the Plan (or in such other form, including electronic form, as the Plan Administrator shall determine), which sets forth such terms and conditions determined by the Plan Administrator to be appropriate and consistent with the terms and purposes of the Plan.

1.08        Pension Plan shall mean the Community Bank System, Inc. Pension Plan, as amended from time to time. To the extent necessary to carry out the purposes of this Plan, the terms of the Pension Plan are hereby incorporated by reference.

1.09        Pension Plan Compensation shall mean “Compensation” as defined in the Pension Plan.

1.10        Plan shall mean the Community Bank System, Inc. Restoration Plan, as set forth in this document which may be amended from time to time.

1.11        Plan Administrator shall mean the Senior Vice President and Chief Human Resources Officer of Community Bank, N.A., or such other person or entity designated by the Chief Executive Officer of Community Bank, N.A. to carry out the administration of the Plan.

1.12        Plan Year shall mean the calendar year; provided that the first Plan Year shall begin on June 1, 2018 and end on December 31, 2018.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

2.01        Eligibility . An employee of a Participating Employer is eligible to participate in this Plan if the employee: (a) is a management or highly compensated employee of the Participating Employer, (b) is designated by the Plan Administrator as an employee eligible to participate in this Plan, (c) has his or her participation in the Plan approved by the Compensation Committee of the Board of Directors of Community Bank System, Inc., and (d) enters into a Participation Agreement with his or her Participating Employer.

2.02        Participation Agreements . An eligible employee shall become a Plan Participant upon the later of (i) the date the employee executes a Participation Agreement, or (ii) the eligibility date provided in such Participation Agreement.

ARTICLE III
DEFERRED COMPENSATION BENEFIT

3.01        Accounts . Each Participating Employer shall maintain a separate Account and other appropriate records for each of its employees who is a Participant in this Plan. Accounts shall be credited (increased) and debited (decreased) in accordance with this Article III.

3.02        Initial Restoration Credit . As of the effective date of a Participant’s initial participation in the Plan, the Participant’s Participating Employer shall credit the Participant’s Account with such initial contribution/credit as may be designated in the Participant’s Participation Agreement. Although not limited to such purpose, the primary purpose of an initial restoration credit is to reflect restoration credits that might have been made on behalf of the Participant if his or her participation in the Plan was effective as of a date that is earlier than the date determined pursuant to Section 2.02. Not all Participants will be entitled to an initial contribution/credit and initial contribution/credit amounts (if any) need not be uniform.

3.03        Annual Pension Restoration Credit . As of the close of each Plan Year, the Participant’s Participating Employer shall credit the Participant’s Account with an amount equal to the excess of (a), minus (b), where (a) and (b) are defined as follows:

(a)       The amount of the “Service Credit” that would have been earned by the Participant under the terms of the Pension Plan for the Participant’s service during the Plan Year if the amount of the Participant’s Pension Plan Compensation that is taken into account under the terms of the Pension Plan for the Plan Year was not limited by Internal Revenue Code section 401(a)(17).

(b)       The amount of the Service Credit actually earned by the Participant under the terms of the Pension Plan for the Participant’s service during the Plan Year.

3.04        Annual 401(k) Plan Restoration Credit . As of the close of each Plan Year, the Participant’s Participating Employer shall credit the Participant’s Account with an amount equal to the product of (a) 4.5 percent (0.045), times (b) the portion of the Participant’s 401(k) Plan Compensation for the Plan Year that exceeds the limitation imposed on 401(k) Plan Compensation pursuant to Internal Revenue Code section 401(a)(17); provided, however, that a Participant’s Account shall be credited in accordance with this Section 3.04 only if the Participant maintains (for the applicable Plan Year) an election to make the maximum elective deferral contribution that the Participant is permitted to make to the 401(k) Plan under Internal Revenue Code Section 402(g).

3.05        Earnings . As of the close of each Plan Year, the Participant’s Account shall be increased by the product of (a) the total amount credited to the Participant’s Account as of the last day of the Plan Year, times (b) the discount rate applied by Community Bank System, Inc. (for financial statement disclosure purposes) to determine the value of its aggregate liability under the Pension Plan as of the first day of such Plan Year. (For example, the discount rate to be used under this Plan to calculate the earnings credit to be applied for the Plan Year ending December 31, 2019 shall be the discount rate applied by Community Bank System, Inc. to determine the value of its aggregate liability under the Pension Plan as of January 1, 2019.) Earnings for a Participant’s first and last Plan Year of participation shall be prorated, based on the Participant’s complete months of participation in such Plan Years.

3.06        Account Reduction . Notwithstanding any other term or provision of the Plan (including, without limitation, Section 4.01), each Participant’s Account balance under this Plan shall be reduced by such amount that the Plan Administrator determines is payable to the Participant under the Pension Plan and attributable to the Participant’s participation in this Plan. The reduction described in the preceding sentence shall be applied as of the earlier of (a) the date as of which benefits are first paid to or on behalf of the Participant pursuant to the Pension Plan, or (b) the date as of which benefits are first paid to or on behalf of the Participant pursuant to this Plan. In no event shall a Participant be entitled to receive a benefit under this Plan that duplicates a benefit that has been paid or will be paid under the Pension Plan.

3.07        Payments of Account Balances .

(a)       Amounts held in a Participant’s Account shall be paid or payments shall commence on the last day of the month that follows (i) the month during which the Participant separates from service with the Participating Employer, or (ii) in the case of a “specified employee” (as defined in Internal Revenue Code Section 409A), six months after the Participant’s separation from service with the Participating Employer.

(b)       Payments pursuant to this Section 3.07 shall be made in the number of installments (one, three, five or eleven) designated by the Participant in the Participant’s Participation Agreement, on or commencing on the date determined pursuant to Section 3.07(a). The amount of each installment shall equal the product of (i) the then current balance credited to the Participant’s Account (including earnings), times (ii) a fraction, the numerator of which is one and the denominator of which is the number of unpaid installments. Installment payments due after the initial installment shall be paid on each applicable annual anniversary of the initial payment date. For purposes of Internal Revenue Code Section 409A, the right to receive installment payments pursuant to this Plan shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding the foregoing payment terms, if a Participant dies prior to the date the Participant’s Account balance has been paid in full, the then current Account balance shall be increased for earnings through the date of death and the adjusted Account balance shall be paid to the Beneficiary in a single lump-sum payment within 90 days following the date of the Participant’s death.

3.08        Cash-Out of Small Balances . If the balance of a Participant’s Account is not greater than the applicable dollar amount in effect under Internal Revenue Code Section 402(g)(1)(B) at the time a payment is due under the Plan, payment of the entire amount may be accelerated for administrative convenience as determined by the Plan Administrator in its sole discretion. An accelerated payment pursuant to this Section shall be made only if the Plan Administrator’s exercise of discretion is evidenced in writing, no later than the date of such payment, and the payment results in the complete termination and liquidation of the Participant’s interest in the Plan and in all other similar nonqualified deferred compensation arrangements maintained by any Participating Employer (or any affiliated company) in which the Participant has an interest.

3.09        Beneficiaries .

(a)       Payments of Plan benefits shall be made to the Participant if living, and if not, to the Participant’s Beneficiary. A Participant may designate a Beneficiary and a contingent Beneficiary upon becoming a Participant, and may change such designations at any time, by filing with the Plan Administrator a written designation in the form attached as Exhibit B (or in such other form, including electronic form, as the Plan Administrator shall determine).

(b) If upon the death of a Participant no valid designation of a Beneficiary is on file with the Plan Administrator, or the benefit is not claimed by any Beneficiary within a reasonable period of time after the death of the Participant, the benefit shall be paid in the following order of priority: (i) the Participant’s surviving spouse; (ii) the Participant’s surviving children, including adopted children, in equal shares; or (iii) the Participant’s estate.

3.10        Missing Participants . If by the 15 ^th day of the sixth calendar month following the date of a payment specified under the Plan, the Participating Employer is unable to locate a Participant who is entitled to a benefit under the Plan after the Participating Employer has made a diligent effort to locate the Participant, the Participating Employer, in its sole and absolute discretion, may forfeit the Participant’s benefit under the Plan, and no Participating Employer shall have any further obligation under this Plan with respect to that Participant.

3.11        Forfeiture . Notwithstanding any other term or provision in the Plan, a Participant shall immediately cease to be a participant in the Plan and shall immediately forfeit his or her entire unpaid Account balance in the Plan, if the Participant’s employment with a Participating Employer is terminated by the Participating Employer for “cause.” For this purpose, “cause” shall mean any act of dishonesty or fraud, acts of moral turpitude, or the commission of a felony.

ARTICLE IV
AMENDMENT AND TERMINATION

4.01        Amendment and Termination . Community Bank System, Inc. intends to maintain the Plan until all benefit payments are made pursuant to the Plan. However, Community Bank System, Inc. reserves the right to amend or terminate the Plan at any time. Any such amendment or termination shall be made pursuant to resolutions of the Board of Directors of Community Bank System, Inc. No amendment or termination of the Plan shall directly or indirectly deprive any Participant of any portion of any benefit which has accrued prior to the effective date of the resolution amending or terminating the Plan. Any benefit payments on account of the Plan termination shall be made in accordance with the plan termination provisions of Internal Revenue Code Section 409A, as more fully described in Sections 4.01(a) and (b) below. Notwithstanding any other provision in the Plan to the contrary, the Plan shall terminate automatically upon the final payment of all amounts payable hereunder.

(a)       If this Plan is terminated prior to, and not on account of, a change in control (as defined in Internal Revenue Code Section 409A), then (i) all agreements, methods, programs, and other arrangements sponsored by the affected Participating Employer that would be aggregated under the plan aggregation rules of Internal Revenue Code Section 409A (the “Aggregated Plans”) shall be terminated and liquidated, (ii) all Participants shall receive all amounts of compensation deferred under the terminated Plan and all Aggregated Plans after 12 months after the date the Participating Employer irrevocably takes all necessary actions to terminate the Plan and all Aggregated Plans, other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred, (iii) all Participants shall receive all amounts of compensation deferred under the terminated Plan and all Aggregated Plans within 24 months after the date the Participating Employer irrevocably takes all necessary actions to terminate the Plan and all Aggregated Plans, and (iv) the Participating Employers may not adopt a new plan that would be aggregated under the plan aggregation rules of Internal Revenue Code Section 409A within three years of the date the Participating Employer irrevocably takes all necessary actions to terminate the Plan and all Aggregated Plans.

(b)       If this Plan is terminated on account of a change in control (as defined in Internal Revenue Code Section 409A) within 30 days preceding or 12 months following the change in control, then (i) all Aggregated Plans immediately after the change in control shall be terminated and liquidated with respect to each Plan Participant who experienced the change in control, and (ii) all affected Participants shall receive all amounts of compensation deferred under the terminated Plan and all Aggregated Plans within 12 months of the date the Participating Employer irrevocably takes all necessary action to terminate the Plan and all Aggregated Plans.

4.02        Successors . This Plan shall inure to the benefit of and be binding upon the successors and assigns of each Participating Employer. Each Participating Employer shall use its reasonable efforts to ensure that any successor to such Participating Employer adopts, and agrees to be bound by, the Plan.

ARTICLE V
CLAIMS PROCEDURE

5.01        Written Request . A Participant or Beneficiary seeking unpaid Plan benefits must submit a written request for benefits to the Plan Administrator.

5.02        Notice of Denial . If a request for benefits is wholly or partially denied, notice of the denial, prepared in accordance with Section 5.03, shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days, after receipt of the request by the Plan Administrator, unless special circumstances require an extension of time for processing the request. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the Plan Administrator expects to render a decision.

5.03        Content of Notice . The Plan Administrator shall provide every claimant whose request for benefits is denied a written notice setting forth, in a manner calculated to be understood by the claimant, the following:

(a)       a specific reason or reasons for the denial;

(b)       specific references to the pertinent Plan provisions upon which the denial is based;

(c)       a description of any additional material or information necessary for the claimant to perfect the request and an explanation of why such material or information is necessary; and

(d)       an explanation of the Plan’s review procedures (set forth below), including the time limits applicable to such procedures and a statement of the claimant’s right to commence a civil action under Section 502(a) of the Employee Retirement Income Security Act following an adverse benefit determination on review.

5.04        Review Procedure . The purpose of the review procedure set forth in this Section and Section 5.05 is to provide a procedure by which a claimant under the Plan may have a reasonable opportunity to appeal a denial of a request for benefits to the Plan Administrator for a full and fair review. To accomplish that purpose, the claimant (or the claimant’s duly authorized representative) may:

(a)       upon request, and free of charge, receive reasonable access to, and copies of, all pertinent Plan documents, records, and other information relevant to the claim; and

(b)       submit issues and comments in writing plus any documents, records or other information relevant to the claim.

A claimant (or the claimant’s duly authorized representative) may request a review of the denial of a claim for benefits by filing a written application for review with the Plan Administrator at any time within 60 days after receipt by the claimant of written notice of the denial of the claimant’s request for benefits. The review will take into account all comments, documents, records, and other information submitted by or on behalf of the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

5.05        Decision on Review . A decision on review of a denied request for benefits shall be made in the following manner:

(a)       The decision on review shall be made by the Plan Administrator. The Plan Administrator shall make a decision promptly, but not later than 60 days after receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.

(b)       The decision on review shall be in writing and shall be written in a manner calculated to be understood by the claimant. If the benefit determination is adverse, the notice will include: (i) the specific reason(s) for the adverse determination; (ii) specific references to the pertinent Plan provisions upon which the determination is based; (iii) a statement of the claimant’s right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim; and (iv) a statement of the claimant’s right to bring an action under Section 502(a) of ERISA.

ARTICLE VI
MISCELLANEOUS

6.01        No Effect on Employment Rights . Nothing contained in this Plan shall confer upon any Participant the right to be retained in the service of any Participating Employer nor limit the right of a Participating Employer to discharge or otherwise deal with the Participant without regard to the existence of the Plan.

6.02        Funding .

(a)       The Plan, at all times, shall be entirely unfunded for income tax purposes and for purposes of the Employee Retirement Income Security Act. No provision shall be made at any time with respect to segregating any assets of any Participating Employer for the payment of any benefits hereunder.

(b)       No Participant or Beneficiary shall have any interest in any particular assets of any Participating Employer by reason of the right to receive a benefit under this Plan, and any such Participant or Beneficiary shall have only the rights of an unsecured general creditor solely of the Participating Employer that employees or employed such Participant with respect to any rights under the Plan.

(c)       Nothing contained in the Plan shall constitute a guarantee by any Participating Employer or any entity or person that the assets of the Participating Employer will be sufficient to pay any benefit hereunder. Further, no Participating Employer shall have any liability or responsibility for the payment of any benefits under this Plan to or on behalf of Participants who are or were employed by any other Participating Employer.

(d)       Notwithstanding the foregoing of this Section 6.02, each Participating Employer may establish or participate in a grantor trust (commonly referred to as a “rabbi trust”) to provide the Participating Employer with a source of assets to assist the Participating Employer in satisfying its liabilities under this Plan. To the extent consistent with Internal Revenue Code Section 409A, each Participating Employer shall contribute to the trust such cash and/or property that the Participating Employer shall deem necessary and appropriate to satisfy its obligations under this Plan. The establishment and maintenance of the trust shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation to a select group of the management and highly compensated employees.

6.03        Withholding . Amounts credited, and benefit payments made, pursuant to the Plan shall be subject to withholding for income, FICA and other employee payroll and employment taxes, withholding taxes, or other similar taxes that the Participating Employer may be required by law to withhold.

6.04        Spendthrift Provision . No benefit payable under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge prior to actual receipt thereof by the payee. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior to such receipt shall be void. No Participating Employer shall be liable in any manner for or subject to the debts, contracts, liabilities, or torts of any person entitled to any benefit under this Plan.

6.05        Administration .

(a)       The Plan Administrator shall be responsible for the general operation and administration of the Plan and for carrying out its provisions. Notwithstanding the foregoing sentence, the Plan Administrator may delegate to employees of any Participating Employer responsibility for such administrative duties as the Plan Administrator may deem necessary or appropriate. The Plan Administrator also may engage such actuaries, accountants, record keepers, counsel or other persons to perform such services with respect to the Plan as the Plan Administrator may deem necessary or appropriate.

(b)       The Plan Administrator shall have the authority and discretion to construe, interpret and apply all the terms and provisions of the Plan, including any uncertain or disputed terms or provisions of the Plan. All actions and decisions of the Plan Administrator, including any exercise of the Plan Administrator’s authority and discretion to construe, interpret and apply uncertain or disputed terms or provisions of the Plan, shall be binding and conclusive upon each Participating Employer, Participant, Beneficiary, and claimant. All actions and decisions of the Plan Administrator shall be given deference in all courts of law and no such action or decision shall be overturned or set aside by any court of law unless found to be arbitrary and capricious, or made in bad faith.

6.06        Disclosure . Each Participant shall be entitled to receive a copy of the Plan.

6.07        Governing Law . The Plan is established under, and shall be governed and construed according to, the laws of the State of New York, to the extent such laws are not preempted by federal law. In addition, the Plan and each Participation Agreement shall be interpreted and applied in all circumstances in a manner that is consistent with the Participating Employers’ intentions that the Plan satisfy the applicable requirements of Internal Revenue Code Section 409A and that amounts paid pursuant to the Plan shall not be subject to the premature income tax recognition or adverse tax provisions of Internal Revenue Code Section 409A. Accordingly, by way of example and not limitation, (a) the phrase “termination of employment” (and similar terms and phrases) shall be construed to mean “separation from service” within the meaning of Internal Revenue Code Section 409A, and (b) distributions of benefits payable following a Participant’s termination of employment shall commence as of the date required by the Plan or, if later, the earliest date permitted by Internal Revenue Code Section 409A (generally six months after separation, if the Participant is a “specified employee” within the meaning of Internal Revenue Code Section 409A).

6.08        Severability . If one or more provisions of the Plan, or any part thereof, shall be determined by a court of competent jurisdiction to be invalid or unenforceable, then the Plan shall be administered as if such invalid or unenforceable provision had not been contained in the Plan. The invalidity or unenforceability of any Plan provision, or any part thereof, shall not affect the validity and enforceability of any other Plan provision or any part thereof.

6.09        Adoption of Plan by Affiliates . Any affiliate or subsidiary of Community Bank System, Inc. may participate in this Plan, with the consent of the Board of Directors of Community Bank System, Inc., provided that the participating entity shall not have authority to amend the Plan. A participating entity shall be deemed to have delegated authority to administer the Plan to the Plan Administrator and shall execute such documents that the Plan Administrator shall deem necessary or appropriate.

Community Bank System, Inc. caused this Plan to be executed by its duly authorized officer to be effective as of June 1, 2018.