1,700,000 Shares (plus 255,000 Shares to cover over-allotments, if any) COMMUNITY BANK SYSTEM, INC. Common Stock, $1.00 Par Value PROPOSED FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2008 • Community Bank System Inc • National commercial banks • Pennsylvania
Community Bank System, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Janney Montgomery Scott LLC, Raymond James & Associates, Inc., and FTN Midwest Securities Corp. are serving as Representatives (the "Representatives"), an aggregate of _________ shares (the “Firm Shares”) of the Company’s common stock, $1.00 par value (the “Common Stock”). If the Representatives are the only firms named in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such firms.
