NOTE K: BENEFIT PLANS

Pension and post-retirement plans

The Company provides a qualified defined benefit pension to eligible employees and retirees, other post-retirement health and life insurance benefits to certain retirees, an unfunded supplemental pension plan for certain key executives, and an unfunded stock balance plan for certain of its nonemployee directors. Using a measurement date of December 31, the following table shows the funded status of the Company's plans reconciled with amounts reported in the Company's consolidated statements of condition:

	Pension Benefits						Post-retirement Benefits
(000's omitted)	2016			2015			2016			2015
Change in benefit obligation:
Benefit obligation at the beginning of year	$	127,134		$	127,513		$	1,918		$	2,256
Service cost		4,106			3,324			0			0
Interest cost		5,624			5,506			82			87
Plan amendment / acquisition		22			2,395			0			0
Participant contributions		0			0			516			509
Deferred actuarial (gain)/loss		(1,628	)		(2,091	)		174			(45	)
Benefits paid		(8,174	)		(9,513	)		(884	)		(889	)
Benefit obligation at end of year		127,084			127,134			1,806			1,918
Change in plan assets:
Fair value of plan assets at beginning of year		172,026			177,865			0			0
Actual return of plan assets		14,402			1,125			0			0
Participant contributions		0			0			516			509
Employer contributions		2,146			616			368			380
Plan acquisition		0			1,933			0			0
Benefits paid		(8,174	)		(9,513	)		(884	)		(889	)
Fair value of plan assets at end of year		180,400			172,026			0			0
Over/(Under) funded status at year end	$	53,316		$	44,892		$	(1,806	)	$	(1,918	)

Amounts recognized in the consolidated statement of condition were:
Other assets	$	64,709		$	56,361		$	0		$	0
Other liabilities		(11,393	)		(11,469	)		(1,806	)		(1,918	)
Amounts recognized in accumulated other comprehensive income (loss) (“AOCI”) were:
Net loss	$	28,323		$	34,016		$	183		$	4
Net prior service cost (credit)		2,264			2,307			(1,801	)		(1,980	)
Pre-tax AOCI		30,587			36,323			(1,618	)		(1,976	)
Taxes		(11,622	)		(13,815	)		614			751
AOCI at year end	$	18,965		$	22,508		$	(1,004	)	$	(1,225	)

The benefit obligation for the defined benefit pension plan was $115.7 million as of December 31, 2016 and 2015, and the fair value of plan assets as of December 31, 2016 and 2015 was $180.4 million and $172.0 million, respectively. Effective December 31, 2015, the State Bank of Chittenango pension plan was merged into the Community Bank System, Inc. Pension Plan and the combined plan was revalued.

The Company has unfunded supplemental pension plans for certain key active and retired executives. The projected benefit obligation for the unfunded supplemental pension plan for certain key executives was $11.3 million for 2016 and $11.4 million for 2015, respectively. The Company also has an unfunded stock balance plan for certain of its nonemployee directors. The projected benefit obligation for the unfunded stock balance plan was $0.1 million for 2016 and $0.1 million for 2015, respectively. The plan was frozen effective December 31, 2009.

Effective December 31, 2009, the Company terminated its post-retirement medical program for current and future employees. Remaining plan participants will include only existing retirees as of December 31, 2010. This change was accounted for as a negative plan amendment and a $3.5 million, net of income taxes, benefit for prior service was recognized in AOCI in 2009. This negative plan amendment is being amortized over the expected benefit utilization period of remaining plan participants.

Amounts recognized in accumulated other comprehensive income, net of tax, for the year ended December 31, are as follows:

	Pension Benefits						Post-retirement Benefits
(000's omitted)	2016			2015			2016		2015
Prior service (credit)/cost	$	(26	)	$	(5	)	$	110	$	110
Net (gain) loss		(3,517	)		4,482			111		(20	)
Total	$	(3,543	)	$	4,477		$	221	$	90

The estimated costs, net of tax, that will be amortized from accumulated other comprehensive (income) loss into net periodic (income) cost over the next fiscal year are as follows:

(000's omitted)	Pension Benefits		Post-retirement Benefits
Prior service cost/(credit)	$	55	$	(179	)
Net loss		1,010		6
Total	$	1,065	$	(173	)

The weighted-average assumptions used to determine the benefit obligations as of December 31 are as follows:

	Pension Benefits						Post-retirement Benefits
	2016			2015			2016			2015
Discount rate		4.50	%		4.70	%		4.40	%		4.70	%
Expected return on plan assets		7.00	%		7.00	%		N/A			N/A
Rate of compensation increase		3.50	%		3.50	%		N/A			N/A

The net periodic benefit cost as of December 31 is as follows:

	Pension Benefits									Post-retirement Benefits
(000's omitted)	2016			2015			2014			2016			2015			2014
Service cost	$	4,106		$	3,324		$	3,530		$	0		$	0		$	0
Interest cost		5,624			5,506			5,271			82			87			102
Expected return on plan assets		(11,842	)		(12,169	)		(11,922	)		0			0			0
Plan amendment		20			0			0			0			0			0
Amortization of unrecognized net loss/(gain)		1,508			1,466			(307	)		(5	)		(13	)		(7	)
Amortization of prior service cost		43			8			5			(179	)		(179	)		(179	)
Net periodic (benefit)	$	(541	)	$	(1,865	)	$	(3,423	)	$	(102	)	$	(105	)	$	(84	)

Prior service costs in which all or almost all of the plan’s participants are fully eligible for benefits under the plan are amortized on a straight-line basis over the expected future working years of all active plan participants. Unrecognized gains or losses are amortized using the “corridor approach”, which is the minimum amortization required. Under the corridor approach, the net gain or loss in excess of 10 percent of the greater of the projected benefit obligation or the market-related value of the assets is amortized on a straight-line basis over the expected future working years of all active plan participants.

The weighted-average assumptions used to determine the net periodic pension cost for the years ended December 31 are as follows:

	Pension Benefits									Post-retirement Benefits
	2016			2015			2014			2016			2015			2014
Discount rate		4.70	%		4.50	%		5.00	%		4.70	%		4.50	%		4.80	%
Expected return on plan assets		7.00	%		7.00	%		7.00	%		N/A			N/A			N/A
Rate of compensation increase		3.50	%		3.50	%		3.50	%		N/A			N/A			N/A

The amount of benefit payments that are expected to be paid over the next ten years are as follows:

(000's omitted)	Pension Benefits		Post-retirement Benefits
2017	$	7,225	$	145
2018		7,320		143
2019		7,504		141
2020		7,752		138
2021		7,914		136
2022-2026		41,823		636

The payments reflect future service and are based on various assumptions including retirement age and form of payment (lump-sum versus annuity). Actual results may differ from these estimates.

The assumed discount rate is used to reflect the time value of future benefit obligations. The discount rate was determined based upon the yield on high-quality fixed income investments expected to be available during the period to maturity of the pension benefits. This rate is sensitive to changes in interest rates. A decrease in the discount rate would increase the Company’s obligation and future expense while an increase would have the opposite effect. The expected long-term rate of return was estimated by taking into consideration asset allocation, reviewing historical returns on the type of assets held and current economic factors. Based on the Company’s anticipation of future experience under the defined benefit pension plan, the mortality tables used to determine future benefit obligations under the plan were updated as of December 31, 2016 to the RP-2014 Mortality Table for annuitants and non-annuitants, adjusted backward to 2006 with Scale MP-2014, and then adjusted for mortality improvements with the Scale MP-2016 mortality improvement scale on a generational basis. The appropriateness of the assumptions is reviewed annually.

Plan Assets

The investment objective for the defined benefit pension plan is to achieve an average annual total return over a five-year period equal to the assumed rate of return used in the actuarial calculations. At a minimum performance level, the portfolio should earn the return obtainable on high quality intermediate-term bonds. The Company’s perspective regarding portfolio assets combines both preservation of capital and moderate risk-taking. Asset allocation favors equities, with a target allocation of approximately 60% equity securities and 40% fixed income securities and money market funds. Due to the volatility in the market, the target allocation is not always desirable and asset allocations will fluctuate between acceptable ranges. Prohibited transactions include purchase of securities on margin, uncovered call options, and short sale transactions.

The fair values of the Company’s defined benefit pension plan assets at December 31, 2016 by asset category are as follows:

Asset category (000’s omitted)	Quoted Prices in Active Markets for Identical Assets Level 1		Significant Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total

Money Market Accounts	$	103	$	8,048	$	0	$	8,151
Equity securities:
U.S. large-cap		43,235		0		0		43,235
U.S mid/small cap		19,032		0		0		19,032
CBSI stock		7,417		0		0		7,417
International		27,064		0		0		27,064
		96,748		0		0		96,748

Fixed income securities:
Government securities		25,375		5,863		0		31,238
Investment grade bonds		15,253		0		0		15,253
High yield^(a)		16,615		0		0		16,615
		57,243		5,863		0		63,106

Other investments ^(b)		12,023		58		0		12,081

Total ^(c)	$	166,117	$	13,969	$	0	$	180,086

The fair values of the Company’s defined benefit pension plan assets at December 31, 2015 by asset category are as follows:

Asset category (000’s omitted)	Quoted Prices in Active Markets for Identical Assets Level 1		Significant Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total

Money Market Accounts	$	2,240	$	5,750	$	0	$	7,990
Equity securities:
U.S. large-cap		34,985		0		0		34,985
U.S mid/small cap		12,354		0		0		12,354
CBSI stock		8,393		0		0		8,393
International		28,136		0		0		28,136
		83,868		0		0		83,868

Fixed income securities:
Government securities		31,397		6,488		0		37,885
Investment grade bonds		14,517		0		0		14,517
High yield^(a)		17,365		0		0		17,365
		63,279		6,488		0		69,767

Other investments ^(b)		9,937		63		0		10,000

Total ^(c)	$	159,324	$	12,301	$	0	$	171,625

(a)	This category is exchange-traded funds representing a diversified index of high yield corporate bonds.

(b)	This category is comprised of exchange-traded funds and mutual funds holding non-traditional investment classes including private equity funds and alternative exchange funds.

(c)	Excludes dividends and interest receivable totaling $0.3 million and $0.4 million at December 31, 2016 and 2015, respectively.

The valuation techniques used to measure fair value for the items in the table above are as follows:

Money market funds - Managed portfolios, including commercial paper and other fixed income securities issued by U.S. and foreign corporations, asset-backed commercial paper, U.S. government securities, obligations of foreign governments and U.S. and foreign banks, which are valued at the closing price reported on the market on which the underlying securities are traded.

Equity securities and other investments – Mutual funds, equity securities and common stock of the Company which are valued at the quoted market price of shares held at year-end.

Fixed income securities - U.S. Treasuries, municipal bonds and notes, government sponsored entities, and corporate debt valued at the closing price reported on the active market on which the individual securities are traded or for municipal bonds and notes based on quoted prices for similar assets in the active market.

The Company makes contributions to its funded qualified pension plan as required by government regulation or as deemed appropriate by management after considering the fair value of plan assets, expected return on such assets, and the value of the accumulated benefit obligation. The Company made a $1.53 million contribution to the State Bank of Chittenango pension plan in 2016. The Company made a $2.9 million contribution to its defined benefit pension plan in 2017. The Company funds the payment of benefit obligations for the supplemental pension and post-retirement plans because such plans do not hold assets for investment.

Tupper Lake National Bank (“TLNB”), acquired in 2007, participated in the Pentegra Defined Benefit Plan for Financial Institutions (“Pentegra DB Plan”), a multi-employer tax qualified defined benefit pension plan. The identification number and plan number of the Pentegra DB Plan are 13-5645888 and 333, respectively. All employees of TLNB who met minimum service requirements participated in the plan. As of June 30, 2015, the Pentegra DB Plan had total assets of $3.3 billion, actuarial present value of accumulated benefits of $3.3 billion and was at least 80 percent funded. The assets of the multi-employer plan may be used to satisfy obligations of any of the employers participating in the plan. As a result, contributions made by the Company may be used to provide benefits to participants of other participating employers. Contributions for 2016, 2015 and 2014 were approximately $0.05 million, $0.03 million, and $0.06 million, respectively. Contributions made by the Company to the Pentegra DB Plan do not represent more than 5% of contributions made to the Pentegra DB Plan.

The assumed health care cost trend rate used in the post-retirement health plan at December 31, 2016 was 7.50% for the pre-65 participants and 5.80% for the post-65 participants for medical costs and 10.5% for prescription drugs. The rate to which the cost trend rate is assumed to decline (the ultimate trend rate) and the year that the rate reaches the ultimate trend rate is 3.89% and 2075, respectively.

Assumed health care cost trend rates impact the amounts reported for the health care plan. A one-percentage-point increase or decrease in the trend rate would increase the service and interest cost components by nominal amounts.

401(k) Employee Stock Ownership Plan

The Company has a 401(k) Employee Stock Ownership Plan in which employees can contribute from 1% to 90% of eligible compensation, with the first 3% being eligible for a 100% matching contribution in the form of Company common stock and the next 3% being eligible for a 50% matching contributions in the form of Company common stock. The expense recognized under this plan for the years ended December 31, 2016, 2015 and 2014 was $4.3 million, $3.6 million, and $3.4 million, respectively. Effective January 1, 2010, the defined benefit pension plan was modified to a new plan design that includes an interest credit contribution to be made to the 401(k) plan. The expense recognized for this interest credit contribution for the years ended December 31, 2016, 2015, and 2014 was $0.7 million, $1.1 million, and $0.9 million, respectively.

The Company acquired the Oneida Savings Bank 401(k) Savings Plan and the Oneida Savings Bank Employee Stock Ownership Plan with the Oneida acquisition. Effective January 26, 2016, the Oneida Savings Bank 401(k) Savings Plan was merged into and became part of the Community Bank System, Inc. 401(k) Employee Stock Ownership Plan, and effective March 16, 2016, the Oneida Savings Bank Employee Stock Ownership plan was merged into and became part of the Community Bank System, Inc. 401(k) Employee Stock Ownership Plan.

Other Deferred Compensation Arrangements

In addition to the supplemental pension plans for certain executives, the Company has nonqualified deferred compensation arrangements for several former directors, officers and key employees. All benefits provided under these plans are unfunded and payments to plan participants are made by the Company. At December 31, 2016 and 2015, the Company has recorded a liability of $3.2 million and $3.6 million, respectively. The expense recognized under these plans for the years ended December 31, 2016, 2015, and 2014 was approximately $0.03 million, $0.1 million, and $0.3 million, respectively.

Deferred Compensation Plan for Directors

Directors may defer all or a portion of their director fees under the Deferred Compensation Plan for Directors. Under this plan, there is a separate account for each participating director which is credited with the amount of shares that could have been purchased with the director’s fees as well as any dividends on such shares. On the distribution date, the director will receive common stock equal to the accumulated share balance in their account. As of December 31, 2016 and 2015, there were 154,013 and 151,672 shares credited to the participants’ accounts, for which a liability of $4.0 million and $3.8 million was accrued, respectively. The expense recognized under the plan for the years ended December 31, 2016, 2015 and 2014, was $0.2 million, $0.2 million, and $0.2 million, respectively.