S-3ASR

As filed with the Securities and Exchange Commission on February 3, 2017

Registration No. 333- 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Delaware	16-1213679
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

5790 Widewaters Parkway

DeWitt, New York 13214

(315) 445-2282

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mark E. Tryniski

President and Chief Executive Officer

Community Bank System, Inc.

5790 Widewaters Parkway

DeWitt, New York 13214

(315) 445-2282

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Andrew P. Alin, Esq. Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, New York 10281 (212) 504-6000 George J. Getman, Esq. EVP and General Counsel Community Bank System, Inc. 5790 Widewaters Parkway DeWitt, New York 13214 (315) 445-2282

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instructions I.D. or a post-effective amendment thereto that shall become effective upon the filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instructions I.D filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price per Share(2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Common Stock, $1.00 par value		1,322,364	$	57.66	$	76,247,509	$	8,837

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares of common stock that may be issued or sold resulting from stock splits, stock dividends and similar transactions.

(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration fee, based upon the average of the high and low sales prices of the Registrant’s common stock on February 2, 2017 (a date within five business days prior to the initial filing of this registration statement), as reported on the New York Stock Exchange.

PROSPECTUS

1,322,364 Shares of Common Stock

This prospectus relates to an aggregate of up to 1,322,364 shares of common stock (the “Shares”) of Community Bank System, Inc. (“Community Bank System”) that may be resold from time to time by the selling stockholders listed in the table under the section entitled “Selling Stockholders” in this prospectus for their own account. We will not receive any proceeds from the sale of shares offered by the selling stockholders.

The Selling Stockholders (as defined below) acquired the Shares pursuant to the Agreement and Plan of Merger, dated as of December 2, 2016 (the “Merger Agreement”), by and among Community Bank System, Cohiba Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Community Bank System (“Merger Sub”), Northeast Retirement Services, Inc., a Massachusetts corporation (“NRS”), and Shareholder Representative Services LLC, a Colorado limited liability company. Pursuant to the Merger Agreement, we acquired all of the outstanding capital stock of NRS through the merger of NRS with and into Merger Sub (the “Merger”) and issued the Shares as a portion of the merger consideration to the stockholders of NRS (collectively, the “Selling Stockholders”). 132,362 of the Shares were deposited into an escrow account at the closing of the Merger to secure our rights to indemnification claims pursuant to the Merger Agreement. See “Prospectus Summary – Acquisition of NRS”. Subject to the resale restrictions set forth in the Merger Agreement, the Selling Stockholders may sell the Shares directly to purchasers or, through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. The Selling Stockholders may sell the Shares at any time at market prices prevailing at the time of sale, at prices related to such market prices, at a fixed price or prices subject to change or at privately negotiated prices. This prospectus describes the general manner in which the Shares may be offered and sold by the Selling Stockholders. If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus. See “Plan of Distribution”.

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CBU”. On February 2, 2017, the closing price of our common stock, as reported on the NYSE, was $57.66 per share.

____________________________________________________________________________

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “RISK FACTORS” BEGINNING ON PAGE 2 OF THIS PROSPECTUS, AS WELL AS OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, INCLUDING OUR FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015, OR IN ANY PROSPECTUS SUPPLEMENT HERETO BEFORE MAKING A DECISION TO INVEST IN OUR SECURITIES.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

____________________________________________________________________________

The date of this prospectus is February 3, 2017.

table of contents

	Page
ABOUT THIS PROSPECTUS	i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	ii
INCORPORATION OF DOCUMENTS BY REFERENCE	iii
PROSPECTUS SUMMARY	1
RISK FACTORS	2
USE OF PROCEEDS	3
SELLING STOCKHOLDERS	3
PLAN OF DISTRIBUTION	5
EXPERTS	8
LEGAL MATTERS	8
WHERE YOU CAN FIND MORE INFORMATION	8

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”) that we filed with the Securities and Exchange Commission (“SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act, using a “shelf” registration, or continuous offering, process. Under this shelf registration process, the Selling Stockholders may, from time to time, sell or otherwise dispose of some or all of the Shares.

You should rely only on the information we have provided or incorporated by reference in this prospectus. We have not authorized anyone to provide you with additional or different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representation. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, or that the information contained in any prospectus supplement or document incorporated by reference is accurate as of any date other than the date set forth in those documents.

This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction where such offer or sale is not permitted.

This prospectus incorporates by reference business, financial and other information about us that is not included in or delivered with this document. You should read the additional information described under the sections entitled “Incorporation of Documents by Reference” and “Where You Can Find More Information” in this prospectus.

i

This prospectus may be supplemented from time to time by one or more prospectus supplements. Any such prospectus supplements may include additional information, such as additional risk factors or other special considerations applicable to us, our business or results of operations or our common stock, and may also update, amend or supplement the information in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the applicable prospectus supplement.

Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus to the terms “Community Bank System,” “we,” “our,” and “us” or similar references refer to Community Bank System, Inc., a Delaware corporation, and its subsidiaries on a consolidated basis.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus and the documents incorporated by reference herein may constitute forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

These forward-looking statements are subject to significant risks, assumptions and uncertainties.  Actual results may differ materially from the results discussed in the forward-looking statements.  Moreover, Community Bank System’s plans, objectives and intentions are subject to change based on various factors (some of which are beyond Community Bank System’s control).  Factors that could cause actual results to differ from those discussed in the forward-looking statements include:  (1) risks related to credit quality, interest rate sensitivity and liquidity;  (2) the strength of the U.S. economy in general and the strength of the local economies where Community Bank System conducts its business;  (3) the effect of, and changes in, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;  (4) inflation, interest rate, market and monetary fluctuations;  (5) the timely development of new products and services and customer perception of the overall value thereof (including features, pricing and quality) compared to competing products and services;  (6) changes in consumer spending, borrowing and savings habits;  (7) technological changes; (8) any acquisitions or mergers that might be considered or consummated by Community Bank System and the costs and factors associated therewith;  (9) the ability to maintain and increase market share and control expenses;  (10) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) and accounting principles generally accepted in the United States;  (11) changes in Community Bank System’s organization, compensation and benefit plans and in the availability of, and compensation levels for, employees in its geographic markets;  (12) the costs and effects of litigation and of any adverse outcome in such litigation; (13) other risk factors outlined in Community Bank System’s filings with the Securities and Exchange Commission from time to time; (14) changes imposed by regulatory agencies including to increase Community Bank System’s capital requirements; and (15) the success of Community Bank System at managing the risks of the foregoing. In addition, Community Bank System’s past results of operations do not necessarily indicate Community Bank System’s and NRS’ combined future results. Other factors that could cause the results of Community Bank System to differ materially from those described in the forward-looking statements can be found in our filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2015, subsequent quarterly reports on Form 10-Q, and current reports on Form 8-K.

ii

The foregoing list of important factors is not exclusive.  You should not place undue reliance on any of the forward-looking statements, which speak only as of the date on which they are made. Community Bank System does not undertake any obligation to update any forward-looking statement, whether written or oral, to reflect events or circumstances after the date on which such statement is made.  If Community Bank System does update or correct one or more forward-looking statements, investors and others should not conclude that Community Bank System will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information filed with them, which means that we can disclose important information to you by referring you to documents previously filed with the SEC. The information incorporated by reference is an important part of this prospectus. Any statements made in a document incorporated by reference in this prospectus are deemed to be modified or superseded for purposes of this prospectus to the extent that a statement in this prospectus or in any other subsequently filed document, which is also incorporated by reference, modifies or supersedes the statement.

We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC. Unless expressly incorporated into this prospectus, a Current Report (or portion thereof) furnished, but not filed, on Form 8-K shall not be incorporated by reference into this prospectus (including, but not limited to, materials furnished under Items 2.02 or 7.01 of Form 8-K). The following documents filed with the SEC pursuant to the Exchange Act are incorporated by reference herein:

· Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016;

· Quarterly Reports on Form 10-Q for the Quarter ended March 31, 2016, filed on May 9, 2016, for the Quarter ended June 30, 2016, filed on August 9, 2016, and for the Quarter ended September 30, 2016, filed on November 9, 2016;

· Proxy Statement for Annual Meeting of Stockholders filed on April 1, 2016; and

· Current Reports on Form 8-K filed January 7, 2016, March 16, 2016, May 20, 2016, October 24, 2016 (except Item 2.02), October 27, 2016, December 5, 2016, December 8, 2016, January 4, 2017, January 6, 2017 and February 3, 2017.

We will provide to each person, including any beneficial holder, to whom a prospectus is delivered, at no cost, upon written or oral request, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. Requests for documents should be directed to Donna J. Drengel, Investor Relations, Community Bank System, Inc., 5790 Widewaters Parkway, DeWitt, New York 13214, telephone number (315) 445-2282. Exhibits to these filings will not be sent unless those exhibits have been specifically incorporated by reference in such filings.

iii

PROSPECTUS SUMMARY

This section contains a general summary of information contained elsewhere in this prospectus. It may not include all of the information that is important to you. Our business is subject to a number of risks, which we describe in the “Risk Factors” in our Annual Report on Form 10-K for the annual period ended December 31, 2015, filed with the SEC on February 29, 2016, and subsequent quarterly reports on Form 10-Q, which are incorporated by reference herein. See “Incorporation of Documents by Reference”. You should read the entire prospectus and the documents incorporated by reference before making an investment decision.

We are a Delaware corporation (incorporated in April 1983) registered as a financial holding company under the Bank Holding Company Act of 1956, as amended. At December 31, 2016, Community Bank System had on a consolidated basis approximately $8.7 billion in total assets, $7.1 billion in total deposits, $4.9 billion in total loans and stockholders’ equity of $1.2 billion. Our principal executive offices are located in DeWitt, New York, and we are the parent company of Community Bank, N.A. (“Community Bank”), a national banking association, which is among the country’s 150 largest financial institutions.

Community Bank is a commercial banking franchise with more than 200 customer facilities and 202 ATMs stretching diagonally from Northern New York to the Southern Tier and west to Lake Erie, and in Northern Pennsylvania. Community Bank is a national bank and a member of the Federal Reserve System and the Federal Home Loan Bank System, and its deposits are insured by the Federal Deposit Insurance Corporation, up to applicable limits.

Community Bank System’s business strategy is to operate as a profitable, diversified financial services company providing a variety of banking and other financial services, with an emphasis on consumer and residential mortgage lending and commercial business loans to small and medium-sized businesses. As a result of consolidation of small to medium-sized financial institutions and the de-emphasis on retail branch banking by larger bank holding companies in the markets Community Bank serves, we believe there is a significant opportunity for a community-focused bank to provide a full range of financial services to small and middle-market commercial and retail customers. Community Bank’s branches are located in small towns and villages where competition is less intense. Community Bank emphasizes comprehensive retail and small business products and responsive, decentralized decision-making which reflect Community Bank’s knowledge of its local markets and customers.

Through our subsidiaries, Community Bank System offers a wide range of financial services to businesses, individuals, agricultural and government customers. Community Bank’s subsidiary, OneGroup NY, Inc., is a regional insurance broker with headquarters in Syracuse, New York. Community Bank System’s wholly-owned subsidiary, Benefit Plans Administrative Services, Inc., is a leading provider of employee benefits administration and trust services, and actuarial and consulting services to customers on a national scale.

On October 24, 2016, Community Bank System announced it had entered into a definitive agreement to acquire Merchants Bancshares, Inc., the parent company of Merchants Bank headquartered in South Burlington, Vermont, for approximately $352 million in Community Bank System common stock and cash.

1

For additional information concerning the business of Community Bank System and our financial condition, results of operations and prospects, you should refer to the documents incorporated in this document by reference. See “Where You Can Find More Information”.

Acquisition of NRS

On December 2, 2016, Community Bank System entered into the Merger Agreement with NRS, whereby NRS agreed to merge with and into Merger Sub, with Merger Sub continuing as the surviving entity as a wholly owned subsidiary of Community Bank System. The Merger was completed on February 3, 2017 (the “Closing Date”).

Pursuant to the Merger Agreement, we issued 1,322,364 shares of our common stock to the Selling Stockholders on the Closing Date. 132,362 of the Shares were deposited into an escrow account on the Closing Date (the “Escrow Account”) to secure our rights to indemnification pursuant to the Merger Agreement. The Shares held in the Escrow Account will be released on the later of (i) February 3, 2018 and (ii) the date on which we file with the SEC our annual report on Form 10-K for the fiscal year ending December 31, 2017, except for any Shares necessary to satisfy pending indemnification claims.

This prospectus covers the resale of the Shares issued on the Closing Date, including the Shares held in the Escrow Account, pursuant to the terms of the Merger Agreement.

Registration Rights

In connection with the Merger, we have agreed to file a registration statement, of which this prospectus forms a part, pursuant to a Registration Rights Agreement dated as of the Closing Date, by and among Community Bank System and the Selling Stockholders (the “Registration Rights Agreement”), a copy of which is filed as Exhibit 10.1 to the registration statement of which this prospectus is a part, and to use our reasonable best efforts to maintain the effectiveness of the registration statement until the earlier of:

· the date when all of the Shares may be sold without volume or manner of sale restrictions under Rule 144 promulgated by the SEC pursuant to the Securities Act (“Rule 144”), without the requirement for Community Bank System to be in compliance with the current public information requirements under Rule 144 (including under Rule 144(c)(1) and Rule 144(i)(2)); and

· the date when all of the Shares have been sold in accordance with the section entitled “Plan of Distribution” or pursuant to Rule 144.

RISK FACTORS

Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks and uncertainties described in, and incorporated by this reference into, this prospectus, including the information provided under the caption “Risk Factors” in our Annual Report on Form 10-K for the annual period ended December 31, 2015, filed with the SEC on February 29, 2016, and subsequent quarterly reports on Form 10-Q. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties of which we are currently unaware, or that we currently believe to be immaterial, may also become important factors that materially and adversely affect our business, financial condition or results of operations. If any of these risks actually occurs, our business operations, financial condition and results of operations could be materially and adversely affected. In that event, the market price of the shares of our common stock could decline and you may lose all or a substantial part of your investment.

2

USE OF PROCEEDS

The Selling Stockholders will receive all of the net proceeds from the sales of the Shares covered by this prospectus and we will not receive any proceeds from the sales.

SELLING STOCKHOLDERS

The following table sets forth information regarding the Selling Stockholders named below and the Shares that may be offered and sold from time to time by them pursuant to this prospectus. Other information about the Selling Stockholders may change over time. The Selling Stockholders named below are referred to in this prospectus as the “Selling Stockholders”.

All of the Shares were issued to the Selling Stockholders in connection with the Merger with NRS pursuant to an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof. In connection with the Merger, we agreed to register the Shares under the Securities Act pursuant to the Registration Rights Agreement. See “Prospectus Summary—Acquisition of NRS”.

The Selling Stockholders from time to time may offer all or some or none of their Shares under this prospectus. Since the Selling Stockholders are not obligated to sell, transfer or otherwise dispose of their Shares, and because the Selling Stockholders may acquire shares of our publicly-traded common stock, we cannot estimate how many shares each Selling Stockholder will beneficially own upon the termination of any particular offering by such Selling Stockholder. The table below assumes that the Selling Stockholders will sell all of the Shares.

To the best of our knowledge, based in part on representations made to us by the Selling Stockholders, none of the Selling Stockholders has or within the past three years has had, any position, office or other material relationship with us or any of our affiliates. To the best of our knowledge, except for SSB Investments, Inc., none of the Selling Stockholders are broker-dealers or affiliates of broker-dealers, nor at the time of the acquisition, except for the arrangement with Raymond James & Associates, Inc. (“Raymond James”) described elsewhere in this prospectus, did any Selling Stockholder have direct or indirect agreements or understandings with any person to distribute their shares. See “Plan of Distribution”.

None of the Selling Stockholders beneficially own 1% or more of our outstanding common stock.

Owner	Shares of Common Stock Owned Prior to Offering(1)	Maximum Number of Shares of Common Stock Being Offered(1)
1196 Corporation	80,194	80,194
1851 Corp.	112,927	112,927
Avidia Bank	28,810	28,810

3

Owner	Shares of Common Stock Owned Prior to Offering(1)	Maximum Number of Shares of Common Stock Being Offered(1)
Berkshire Bank	39,766	39,766
Brookline Securities Corp.	155,912	155,912
BOLT, Inc.	2,884	2,884
BSSB Corp	28,810	28,810
Cedric Corporation	28,810	28,810
Eastern Bank	28,810	28,810
Easthampton Savings Bank	46,467	46,467
Florence Savings Eagles, Inc.	2,884	2,884
Thomas Forese, Jr. (2)	96,199	96,199
Kenneth G. Y. Grant (2)	43,208	43,208
Christopher Hulse (2)	29,413	29,413
Marbro-Hudston, Inc.	28,810	28,810
Merrimac Industries, Inc.	11,303	11,303
Middlesex Savings Bank	2,884	2,884
People's United Bank	195,689	195,689
Polo Enterprises, Inc.	128,310	128,310
Real/Property, Inc.	28,810	28,810
SSB Investments, Inc.	2,884	2,884
TNOP, Inc.	39,776	39,776
Watertown Savings Bank	155,912	155,912
WSB Development Corp	2,884	2,884

4

(1) Includes Shares deposited into Escrow Account. See “Prospectus Summary – Acquisition of NRS”.

(2) The Selling Stockholder was a former employee of NRS and is now employed by Merger Sub, an indirect subsidiary of Community Bank System.

PLAN OF DISTRIBUTION

The Shares listed in the table appearing under “Selling Stockholders” are being registered to permit public secondary trading of these Shares by the holders of such Shares from time to time on or after the date of this prospectus. Registration of the Shares covered by this prospectus does not mean, however, that such Shares necessarily will be offered or sold pursuant to the prospectus. We will not receive any of the proceeds from the sale of the Shares by the Selling Stockholders. Pursuant to the Merger Agreement, the Selling Stockholders have agreed, that from the Closing Date until the close of trading on the 100^th trading day following the Closing Date (“Transfer Restriction Period”), they are prohibited, on any given trading day, from selling a number of shares of common stock acquired in the Merger that in the aggregate exceeds 43,016 shares (the “Daily Limit”).

During the Transfer Restriction Period, each Selling Stockholder (together with its affiliates) is permitted to sell on any given trading day a number of shares acquired pursuant to the Merger Agreement up to (and in no event in excess of) such Selling Stockholder’s pro rata portion of the Daily Limit. However, the Merger Agreement provides that the Selling Stockholders may retain a broker-dealer, investment adviser or other financial intermediary to coordinate the sale of the Shares during all or any portion of the Transfer Restriction Period, in which case the sale of the Shares by a Selling Stockholder participating in such arrangement may exceed such Selling Stockholder’s pro rata portion of the Daily Limit on a given trading day but only if the aggregate sales of the Shares on such trading day by all participating Selling Stockholders do not, in the aggregate, exceed the aggregate pro rata portion of all such participating Selling Stockholders.

To that end, and in order to effectuate sales of the Shares in compliance with the Daily Limit, six Selling Stockholders intend to enter into an agreement with Raymond James & Associates, Inc. (“Raymond James”), a registered broker-dealer, with respect to the sale of the Shares throughout the Transfer Restriction Period. The agreement with Raymond James provides for the tracking of daily sales of Shares by those six Selling Stockholders to ensure that, as a group, those Selling Stockholder adhere to their aggregate pro rata portion of the Daily Limit.

Subject to the sales volume restrictions set forth above, the Selling Stockholders may sell the Shares from time to time directly to purchasers or through underwriters, broker-dealers or agents, at market prices prevailing at the time of sale, at prices related to such market prices, at a fixed price or prices subject to change or at negotiated prices, by a variety of methods including one or more of the following:

· through the NYSE or on any national securities exchange or quotation service on which the shares of common stock may be listed or quoted at the time of sale;

· in the over-the-counter market;

5

· in transactions otherwise than on such exchanges or services or in the over-the-counter market;

· through the exercise of purchased or written options;

· through a combination of any such methods; or

· through any other method permitted under applicable law and in accordance with our “policy prohibiting insider trading”.

In effecting sales, brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers (in addition to the arrangement with Raymond James discussed above) to participate. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of Shares, from the purchaser) in amounts to be negotiated. Broker-dealer transactions may include:

· a block trade in which a broker-dealer may resell all or part of the block, as principal or agent, in order to facilitate the transaction;

· purchases by a broker-dealer, as principal, and a subsequent resale by the broker-dealer for its account;

· pledges of Shares to a broker-dealer, who may, in the event of default, purchase or sell the pledged shares; or

· ordinary brokerage transactions and transactions in which a broker solicits purchasers on behalf of the Selling Stockholders.

In addition, Selling Stockholders who are neither an employee of ours nor otherwise subject to our insider trading policy may enter into option, derivative or hedging transactions with respect to the Shares, and any related offers or sales of Shares may be made pursuant to this prospectus. For example, the Selling Stockholders may:

· enter into transactions involving short sales of the Shares by broker-dealers in the course of hedging the positions they assume with Selling Stockholders;

· sell Shares short themselves and deliver the Shares registered hereby to settle such short sales or to close out stock loans incurred in connection with their short positions;

· write call options, put options or other derivative instruments (including exchange-traded options or privately negotiated options) with respect to the Shares, or which they settle through delivery of the Shares;

· enter into option transactions or other types of transactions that require the Selling Stockholder to deliver Shares to a broker, dealer or other financial institution, who may then resell or transfer the shares under this prospectus; or

· lend the Shares to a broker, dealer or other financial institution, which may sell the lent Shares.

6

These option, derivative and hedging transactions may require the delivery to a broker, dealer or other financial institution of Shares offered hereby, and such broker, dealer or other financial institution may resell such Shares pursuant to this prospectus.

Brokers, dealers, agents or underwriters participating in transactions as agent may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders (and, if they act as agent for the purchaser of the Shares, from such purchaser). The discounts, concessions or commissions as to a particular broker, dealer, agent or underwriter might be in excess of those customary in the type of transaction involved.

The Selling Stockholders and any underwriters, brokers, dealers or agents that participate in such distribution may be deemed to be “underwriters” within the meaning of the Securities Act, and any discounts, commissions or concessions received by any underwriters, brokers, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Neither we nor the Selling Stockholders can presently estimate the amount of such compensation. Any Selling Stockholder who is an “underwriter” within the meaning of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and the provisions of the Exchange Act and the rules thereunder relating to stock manipulation. The Selling Stockholders may indemnify underwriters, brokers, dealers or agents that participate in transactions involving sales of the Shares against specific liabilities, including liabilities arising under the Securities Act.

We will pay substantially all of the expenses incident to the preparation and filing of the registration statement, of which this prospectus forms a part. Each Selling Stockholder will be responsible for its respective expenses incident to any sale of Shares by that Selling Stockholder, including commissions and discounts of underwriters, brokers, dealers or agents, as well as fees and expenses payable to Raymond James, to the extent applicable.

In order to comply with certain states’ securities laws, if applicable, the Shares sold in those jurisdictions may only be sold through registered or licensed brokers or dealers. In addition, in certain states, the Shares may not be sold unless the Shares have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with.

We do not assure you that the Selling Stockholders will sell any or all of the Shares offered by them pursuant to this prospectus. In addition, we do not assure you that the Selling Stockholders will not transfer, devise or gift the Shares by other means not described in this prospectus. Moreover, any Shares of common stock covered by this prospectus that meet the requirements for sale in accordance with Rule 144 may be sold under Rule 144 rather than under this prospectus.

We may suspend the use of this prospectus if we learn of any event that causes this prospectus to include an untrue statement of a material fact or omit to state a material fact required to be stated in this prospectus or necessary to make the statements in this prospectus not misleading in light of the circumstances then existing. If this type of event occurs, a prospectus supplement or post-effective amendment, if required, will be distributed to each Selling Stockholder.

7

EXPERTS

The consolidated financial statements of Community Bank System and management’s assessment of the effectiveness of internal controls over financial reporting (which is included in Management’s Report on Internal Controls over Financial Reporting) incorporated in this registration statement by reference to Community Bank System’s Annual Report on Form 10-K for the year ended December 31, 2015, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm given on the authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the Shares will be passed upon for us by George J. Getman, the Executive Vice President and General Counsel of Community Bank System.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC. We are required to file electronic versions of these documents with the SEC. Our reports, proxy statements and other information can be inspected and copied at prescribed rates at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC also maintains a website that contains reports, proxy and information statements and other information, including electronic versions of our filings. The website address is http://www.sec.gov. Our SEC filings are also available free of charge at our website at http://www.communitybankna.com, as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. Information contained on our web site is not part of this prospectus or our other filings with the SEC.

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the Shares. This prospectus does not contain all of the information in the registration statement, parts of which we have omitted, as allowed under the rules and regulations of the SEC. You should refer to the registration statement for further information with respect to us and the Shares. Copies of the registration statement, including exhibits, may be inspected without charge at the SEC’s Public Reference Room and on the SEC’s website at the addresses set forth above.

You should note that where we summarize in this prospectus the material terms of any contract, agreement or other document filed as an exhibit to the registration statement, the summary information provided in this prospectus is less complete than the actual contract, agreement or document. You should refer to the exhibits to the registration statement for copies of the actual contract, agreement or document.

8

 

1,322,364 Shares of Common Stock

PROSPECTUS

February 3, 2017

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated costs and expenses, other than any underwriting discounts and commissions, payable by us in connection with the offering of the securities being registered. All amounts shown are estimates, except for the registration fee.

SEC Registration Fee	$	8,837
Accounting fees and expenses	$	2,900
Legal fees and expenses	$	21,500
Miscellaneous	$	3,000
Total	$	36,237

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a corporation to indemnify any director, officer, employee or other agent of the corporation.

The Registrant’s Bylaws provide indemnity to the Registrant’s directors and officers in such capacity or as directors or officers of a wholly-owned subsidiary of the Registrant for liability resulting from judgments, fines, expenses or settlement amounts actually and reasonably incurred in connection with any action brought against such person in such capacity to the fullest extent and in the manner set forth in and permitted by the Delaware General Corporation Law, and any other applicable law, as from time to time in effect. Under Delaware law and the Bylaws, no indemnification may be provided for any person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Registrant or of such subsidiary.

In addition, as permitted under Delaware law, the Registrant maintains liability insurance covering directors and officers of the Registrant and its subsidiaries.

Item 16. Exhibits.

(a)          The following exhibits are filed as part of this Registration Statement on Form S-3:

Exhibit Number	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of December 2, 2016, by and among Community Bank System, Inc., Cohiba Merger Sub, LLC, Northeast Retirement Services, Inc. and Shareholder Representative Services LLC. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 8, 2016 (File No. 001-13695))
3.1	Certificate of Incorporation of Community Bank System, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-4 filed on October 20, 2000 (File No. 333-48374)).

Exhibit Number	Description of Exhibit
3.2	Certificate of Amendment of Certificate of Incorporation of Community Bank System, Inc. (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on May 7, 2004 (File No. 001-13695)).
3.3	Certificate of Amendment of Certificate of Incorporation of Community Bank System, Inc. (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on August 9, 2013 (File No. 001-13695)).
3.4	Amended Bylaws of Community Bank System, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on July 24, 2007 (File No. 001-13695)).
4.1	Form of Common Stock Certificate of Community Bank System, Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed on September 29, 2008 (File No. 333-153403)).
5.1*	Opinion of George J. Getman, EVP and General Counsel of Community Bank System, Inc., as to the validity of the securities being registered.
10.1*	Form of Registration Rights Agreement, by and between Community Bank System, Inc. and the stockholders of Northeast Retirement Services, Inc.
23.1*	Consent of PricewaterhouseCoopers, LLP.
24.1*	Power of Attorney (included in signature page).

* filed herewith

Item 17. Undertakings

The Registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent not more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)      That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(4)      That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)      That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iv) Any other communication that is an offer in the offering made by the Registrant to the purchaser.

(6)      The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7)      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of DeWitt, State of New York on February 3, 2017.

COMMUNITY BANK SYSTEM, INC.
By:	/s/ Mark E. Tryniski
Name:	Mark E. Tryniski
Title:	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Mark E. Tryniski and Scott Kingsley, severally, acting alone and without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-3 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact, agent or his substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Mark E. Tryniski	Director, President and Chief	February 3, 2017
Mark E. Tryniski	Executive Officer
	(Principal Executive Officer)
/s/ Scott Kingsley	Treasurer and Chief Financial Officer	February 3, 2017
Scott Kingsley	(Principal Financial and
	Accounting Officer)
/s/ Brian R. Ace	Director	February 3, 2017
Brian R. Ace

Signature	Title	Date
/s/ Mark J. Bolus	Director	February 3, 2017
Mark J. Bolus
/s/ Nicolas A. Dicerbo	Director	February 3, 2017
Nicholas A. DiCerbo
/s/ Neil E. Fesette	Director	February 3, 2017
Neil E. Fesette
/s/ James A. Gabriel	Director	February 3, 2017
James A. Gabriel
/s/ Michael R. Kallet	Director	February 3, 2017
Michael R. Kallet
/s/ Edward S. Mucenski	Director	February 3, 2017
Edward S. Mucenski
/s/ John Parente	Director	February 3, 2017
John Parente
/s/ Sally A. Steele	Director and Chair of the Board	February 3, 2017
Sally A. Steele	of Directors
/s/ Eric E. Stickels	Director	February 3, 2017
Eric E. Stickels
/s/ John F. Whipple, Jr.	Director	February 3, 2017
John F. Whipple, Jr.

Exhibit Index

Exhibit Number	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of December 2, 2016, by and among Community Bank System, Inc., Cohiba Merger Sub, LLC, Northeast Retirement Services, Inc. and Shareholder Representative Services LLC. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 8, 2016 (File No. 001-13695))
3.1	Certificate of Incorporation of Community Bank System, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-4 filed on October 20, 2000 (File No. 333-48374)).
3.2	Certificate of Amendment of Certificate of Incorporation of Community Bank System, Inc. (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on May 7, 2004 (File No. 001-13695)).
3.3	Certificate of Amendment of Certificate of Incorporation of Community Bank System, Inc. (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on August 9, 2013 (File No. 001-13695)).
3.4	Amended Bylaws of Community Bank System, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on July 24, 2007 (File No. 001-13695)).
4.1	Form of Common Stock Certificate of Community Bank System, Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed on September 29, 2008 (File No. 333-153403)).
5.1*	Opinion of George J. Getman, EVP and General Counsel of Community Bank System, Inc., as to the validity of the securities being registered.
10.1*	Form of Registration Rights Agreement, by and between Community Bank System, Inc. and the stockholders of Northeast Retirement Services, Inc.
23.1*	Consent of PricewaterhouseCoopers, LLP.
24.1*	Power of Attorney (included in signature page).

* filed herewith

EX-5.1

Exhibit 5.1

 

February 3, 2017

Community Bank System, Inc.

5790 Widewaters Parkway

DeWitt, New York 13214

Re: Community Bank System, Inc. / Registration Statement on Form S-3

Ladies and Gentlemen:

I am the Executive Vice President and General Counsel of Community Bank System, Inc., a Delaware corporation (the “Company”), and have acted as its counsel in connection with the preparation and filing of a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended, relating to the registration of up to an aggregate of 1,322,364 shares of common stock, par value $1.00 per share, of the Company (collectively, the “Shares”) to be issued pursuant to the merger the (“Merger”) described in the Registration Statement and the prospectus contained in the Registration Statement (the “Prospectus”).

For purposes of this letter, I have examined the Registration Statement and the Agreement and Plan of Merger, dated as of December 2, 2016, by and among the Company, Cohiba Merger Sub, LLC, Northeast Retirement Services, Inc. and Shareholder Representative Services LLC (the “Merger Agreement”), relating to the Merger, as well as such documents, records, certificates, and other instruments as I deemed necessary as a basis for this opinion. As to questions of fact material to the opinion expressed below, I have, when relevant facts were not independently established by me, relied upon certificates of officers of the Company or other evidence satisfactory to me. In all such examinations, I have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents tendered to me as originals, and (iii) the conformity to original documents of all documents submitted to me as copies.

Based on the foregoing, I am of the opinion that the Shares to be sold by the Selling Stockholders pursuant to the Registration Statement and the Prospectus have been duly authorized and, when issued in accordance with the Merger Agreement, the Shares will be validly issued, fully paid and non-assessable.

I am a member of the bar of the State of New York, and the opinion expressed herein is limited to matters controlled by the federal securities laws of the United States of America and the General Corporation Law of the State of Delaware, and I do not express any opinion herein concerning any other law. This opinion speaks as of today’s date and is limited to present statutes, regulations or judicial interpretations. In rendering this opinion, I assume no obligation to revise or supplement this opinion should present laws, regulations or judicial interpretations be changed by legislative or regulatory action, judicial decision or otherwise.

I am furnishing this opinion in connection with the filing of the Registration Statement with the Commission and this opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without my express written consent.

I hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference made to me under the heading “Legal Matters” set forth in the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ George J. Getman

Executive Vice President and General Counsel

EX-10.1

Exhibit 10.1

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 3, 2017, is by and among Community Bank System, Inc., a Delaware corporation (the “Company”), and the entities and individuals designated on Schedule 1 hereto (each of which is herein referred to as an “Investor,” and together, the “Investors”).

In consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Article I.
DEFINITIONS

Section 1.1           Definitions. The following capitalized terms used herein have the following meanings:

“Agreement” means this Registration Rights Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Allowable Blackout Period” has the meaning set forth in Section 3.4 hereof.

“Automatic Shelf Registration Statement” means a registration statement on Form S-3 that has the meaning given to that term in Rule 462(e).

“Average Price” means the volume-weighted average price of the Common Stock on the New York Stock Exchange for the twenty (20) day trading period ending on and including the trading day immediately preceding the Event Date.

“Blackout Period” has the meaning set forth in Section 3.4 hereof.

“Board” means the board of directors of the Company.

“Business Day” means any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the State of New York.

“Commission” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

“Common Shares” means the shares of Common Stock issued to Investors pursuant to the Merger Agreement.

“Common Stock” means the $1.00 par value per share common stock of the Company.

“Company” has the meaning assigned to it in the introductory paragraph of this Agreement.

“Contractual Securities” means collectively, (i) securities of the Company which are subject to an Existing Contract and (ii) Registrable Securities.

1

“Contractual Securityholders” means all Persons that hold Contractual Securities.

“Default Trading Period” means the days on which the Common Stock is traded on the New York Stock Exchange during (i) in the case of the first Payment Date following an Event, the period commencing on the first trading day after the related Event Date and ending on the earlier of (x) the date on which the Event giving rise to such Event Date has been cured and (y) the trading day immediately preceding such Payment Date and (ii) in the case of any subsequent Payment Date, the period commencing on the immediately preceding Payment Date and ending on the earlier of (x) the date on which the Event has been cured and (y) the trading day immediately preceding such Payment Date.

“Effectiveness Period” has the meaning set forth in Section 3.2 hereof.

“Effective Time” has the meaning set forth in the Merger Agreement.

“Event” has the meaning set forth in Section 2.2 hereof.

“Event Date” has the meaning set forth in Section 2.2 hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Existing Contract” means any contract to which the Company is a party and in effect as of the date hereof, under which the Company may be required to register securities on the Registration Statement.

“Filing Deadline” has the meaning set forth in Section 2.1 hereof.

“Form S-3” means the registration statement on Form S-3 promulgated by the Commission under the Securities Act, as such form may be amended from time to time, or any similar registration form hereafter adopted by the Commission as a replacement thereto.

“Governmental Authority” means any federal, state, local or foreign government, executive official thereof, governmental or regulatory authority, agency or commission, including courts of competent jurisdiction, domestic or foreign.

“Indemnified Party” has the meaning set forth in Section 4.3 hereof.

“Indemnifying Party” has the meaning set forth in Section 4.3 hereof.

“Investors” has the meaning assigned to it in the introductory paragraph of this Agreement.

“Investor Representative” means, with respect to any Registrable Securityholder, such representative or representatives, if any, set forth on Schedule 1 hereto under the heading “Investor Representative” or as may be designated as such in the future by one or more of the Registrable Securityholders from time to time.

2

“Merger Agreement” means the Agreement and Plan of Merger, dated as of December 2, 2016, by and among the Company, Cohiba Merger Sub, LLC, Northeast Retirement Services, Inc., and the Stockholders’ Representative (as defined therein).

“Payment Date” has the meaning set forth in Section 2.2 hereof.

“Person” means an individual, a partnership (general or limited), a corporation, a limited liability company, an association, a joint stock company, Governmental Authority, a business or other trust, a joint venture, any other business entity or an unincorporated organization.

“Register,” “Registered” and “Registration” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” means all Common Shares, including any shares of Common Stock issued or issuable in respect of a stock split, distribution, anti-dilution adjustment or otherwise with respect to such Common Shares. Such securities shall cease to be Registrable Securities upon the earlier of the dates that: (a) such Common Shares are Transferred in accordance with the Registration Statement with respect to the sale of such Common Shares that is effective under the Securities Act; (b) such Common Shares are otherwise Transferred, new certificates for them not bearing a legend restricting further Transfer shall have been delivered by the Company and subsequent public distribution of them shall not require Registration under the Securities Act; (c) such Common Shares no longer are outstanding; or (d) such Common Shares are saleable under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 (including under Rule 144(c)(1) and Rule 144(i)(2)) and not subject to the volume restriction therein; provided, however, that if any of the Common Shares cease to be Registrable Securities by virtue of clause (d) above and Rule 144 subsequently becomes unavailable to permit the resale thereof, such shares shall once again be considered Registrable Securities.

“Registrable Securityholders” means, for so long as any such Person holds Registrable Securities, collectively, (i) the Investors, and (ii) any Person who or which has acquired Registrable Securities and who has complied with Section 7.8 hereof.

“Registrable Securityholder Indemnified Party” has the meaning set forth in Section 4.1 hereof.

“Registration Statement” has the meaning set forth in Section 2.1 hereof; provided, that such meaning shall include any such registration statement that has previously become effective under the Securities Act and relates to the resale of the Registrable Securities.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

3

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

“Rule 462(e)” means Rule 462(e) promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

“Section 4.8 Period” has the meaning set forth in Section 2.2 hereof.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Suspension Notice” has the meaning set forth in Section 3.4 hereof.

“Transfer” means to (a) directly or indirectly offer, sell, contract to sell, exchange, pledge or otherwise dispose of any Common Stock or other equity securities of the Company, (b) enter into any transaction which is designed to, or would reasonably be expected to, result in the disposition, whether by actual disposition or effective economic disposition due to cash settlement or otherwise, of Common Stock or other equity securities of the Company (including the filing or participation in the filing of a Registration Statement with the Commission), or (c) establish or increase a put equivalent position or liquidate or decrease a call equivalent position relating to Common Stock or other equity securities of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. “Transferred” and “Transferee” each have a correlative meaning.

“WKSI” means a registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities Act at the most recent eligibility determination date specified in paragraph (2) of that definition.

Article II.
SHELF REGISTRATION RIGHTS

Section 2.1           Effectiveness; Automatic Shelf Registration Statement. This Agreement shall become effective as of the Effective Time. On the day on which the Effective Time occurs, the Company shall cause to be filed an Automatic Shelf Registration Statement relating to the resale of the Registrable Securities by the Registrable Securityholders on a continuous basis pursuant to Rule 415 under the Securities Act (the “Registration Statement”). Any subsequently filed Registration Statement shall be an Automatic Shelf Registration Statement, provided that at the time such Registration Statement is filed, the Company is a WKSI. No Registrable Securityholder shall be named as an “underwriter” in any Registration Statement without such Registrable Securityholder’s prior written consent.

4

Section 2.2           Event; Liquidated Damages. If: (i) after the Effective Time, (A) a Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities (in the case of (A) and (B), other than during an Allowable Blackout Period), (ii) a Blackout Period exceeds the length or number, in each case individually or in the aggregate, of an Allowable Blackout Period, or (iii) during the period beginning on the six-month anniversary of the Effective Time and ending as of the expiration of the Effectiveness Period, and only in the event a Registration Statement is not available to sell all Registrable Securities, the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that the Company is not in compliance with Rule 144(c)(1) or Rule 144(i)(2) as a result of which the Registrable Securityholders who are not affiliates are unable to sell Registrable Securities without restriction under Rule 144 (or any successor thereto) (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i) or (iii), the date on which such Event occurs and for purposes of clause (ii) the date on which such Allowable Blackout Period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Registrable Securityholders may have hereunder or under applicable law, on each monthly anniversary of each such Event Date ending with the monthly anniversary immediately following the cure of the applicable Event (or if any such monthly anniversary is not a Business Day, then on the next Business Day) (each such monthly anniversary (or following Business Day), a “Payment Date”), the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty:

(x)          In the event that during the entirety of the applicable Default Trading Period, the 100 trading day period specified in Section 4.8 of the Merger Agreement remains in effect (such 100 trading day period, the “Section 4.8 Period”), an amount equal to: (A) 1.0% of the Average Price multiplied by (B) the number of Registrable Securities that both (I) were held by such Registrable Securityholder on the applicable Event Date and (II) would have been permitted to be sold during the applicable Default Trading Period in accordance with the trading limitation in Section 4.8 of the Merger Agreement (disregarding any right of a Registrable Securityholder to reallocate its pro rata portion of the aggregate trading limit to another Registrable Securityholder on any given trading day);

(y)          In the event that the Section 4.8 Period has expired prior to commencement of the applicable Default Trading Period, an amount equal to: (A) 1.0% of the Average Price multiplied by (B) the number of Registrable Securities that were held by such Registrable Securityholder on the applicable Event Date; provided, however, that if the applicable Event is cured prior to the latest possible end date of such Default Trading Period, the liquidated damages calculated under this clause (y) shall be prorated based upon the actual number of trading days in the Default Trading Period relative to the maximum number of trading days that could have occurred in such Default Trading Period if the Event had not been cured; and

(z)          In the event that the Section 4.8 Period expires during the applicable Default Trading Period, an amount equal to the sum of:

5

(1)         (A) 1.0% of the Average Price multiplied by (B) the number of Registrable Securities that both (I) were held by such Registrable Securityholder on the applicable Event Date and (II) would have been permitted to be sold during the portion of the Default Trading Period during which the Section 4.8 Period is continuing in accordance with the trading limitation in Section 4.8 of the Merger Agreement (disregarding any right of a Registrable Securityholder to reallocate its pro rata portion of the aggregate trading limit to another Registrable Securityholder on any given trading day); and

(2)         (A) 1.0% of the Average Price, multiplied by (B) the number of Registrable Securities that were held by such Registrable Securityholder on the applicable Event Date, multiplied by (C) a fraction, the numerator of which is the actual number of trading days in the Default Trading Period following the expiration of the Section 4.8 Period and the denominator of which is the maximum number of total trading days that could have occurred in the Default Trading Period disregarding any earlier cure of the applicable Event.

The parties agree that notwithstanding anything to the contrary herein, no liquidated damages shall be payable (i) with respect to any period during which the Registrable Securities may be sold by non-affiliates without volume or manner of sale restrictions under Rule 144 and the Company was in compliance with the current public information requirements under Rule 144 (including under Rule 144(c)(1) and Rule 144(i)(2)), as determined by counsel to the Company (which may be in-house counsel) pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent and (ii) with respect to any period after the expiration of the Effectiveness Period, and in no event shall the aggregate amount of liquidated damages payable to a Registrable Securityholder exceed, in the aggregate, twelve percent (12%) of the Average Price multiplied by the number of Registrable Securities held by such Registrable Securityholder as of the Event Date. If the Company fails to pay any liquidated damages pursuant to this Section 2.2 in full within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of 1.0% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Registrable Securityholder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

Article III.
REGISTRATION PROCEDURES

Section 3.1           Copies. If, after the Effective Time, the Company intends to file any amendment or supplement to the Registration Statement or related prospectus, the Company shall, at least three (3) Business Days prior to such filing, furnish without charge to each Registrable Securityholder, and, if requested in writing by any Registrable Securityholder, such holders’ legal counsel, copies of each such amendment and supplement to the Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein). Each Registrable Securityholder shall have the opportunity to review and comment on any such amendment or supplement. The Company shall make available to the Registrable Securityholders each letter written by or on behalf of the Company to the Commission or the staff of the Commission (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), and each item of correspondence from the Commission or the staff of the Commission (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), in each case relating to the Registration Statement.

6

Section 3.2           Effectiveness Period. After the Registration Statement has become effective, and subject to any Blackout Periods, the Company shall use its reasonable best efforts to keep such Registration Statement effective until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement may be sold without volume or manner of sale restrictions under Rule 144, without the requirement for the Company to be in compliance with the current public information requirements under Rule 144 (including under Rule 144(c)(1) and Rule 144(i)(2)), as determined by counsel to the Company (which may be in-house counsel), or (ii) such time as all Registrable Securities covered by the Registration Statement have been publicly sold either pursuant to the Registration Statement in accordance with the plan of distribution set forth therein or pursuant to Rule 144 (the “Effectiveness Period”). The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and in compliance with the provisions of the Securities Act for the Effectiveness Period.

Section 3.3            Notification. After the filing of the Registration Statement and any amendment or supplement thereto, the Company shall promptly notify the Registrable Securityholders of such filing, and shall further notify the Registrable Securityholders promptly and confirm such advice in writing in all events within one (1) Business Day of the occurrence of any of the following: (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all commercially reasonable actions required to prevent the entry of such stop order or to remove it if entered); and (iii) any request by the Commission for (x) any amendment or supplement to the Registration Statement or any prospectus relating thereto or (y) a Suspension Notice.

Section 3.4           Blackout Periods. Upon the happening of any event as a result of which (i) the prospectus included in the Registration Statement contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading or (ii) the Company files a post-effective amendment to the Registration Statement that is not an Automatic Shelf Registration Statement, the Company shall promptly notify the Registrable Securityholders (such notice, a “Suspension Notice”) and each Registrable Securityholder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such Registrable Securityholder is advised in writing by the Company that the use of the prospectus may be resumed (or the post-effective amendment has been declared effective, as applicable) and is furnished with a supplemented or amended prospectus (a “Blackout Period”); provided, however, that such postponement of sales of Registrable Securities by the Registrable Securityholders shall not exceed fifteen (15) days in the aggregate in any three-month period. A Blackout Period that does not violate any of the restrictions on Blackout Periods set forth herein is referred to in this Agreement as an “Allowable Blackout Period.” In no event shall any such notice under this Section 3.4 contain any information which would constitute material, non-public information regarding the Company, any of its subsidiaries or the Common Stock.

7

Section 3.5           Securities Laws Compliance. The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions (domestic or foreign) as the Registrable Securityholders included in the Registration Statement may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Registrable Securityholders to consummate, and the Company shall not knowingly take any action that would otherwise restrict, the disposition of the Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction. The Company represents and warrants that no Registration Statement (including any amendments or supplements thereto and Prospectuses contained therein) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading (except that the Company makes no representation or warranty with respect to information furnished to the Company by or on behalf of a Registrable Securityholder, any other security holder or any underwriters specifically for use therein).

Section 3.6           Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders, not later than March 31 of the calendar year following the effectiveness of any Registration Statement (provided, that if the Registration Statement is declared effective prior to March 31, 2017, such obligation shall relate to March 31, 2017) an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

Section 3.7           Confidentiality. The Company will hold in confidence and will not make any disclosure of non-public information concerning any Registrable Securityholder unless (i) disclosure of such information is reasonably necessary to comply with federal or state securities laws, rules, statutes or regulations, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in the Registration Statement or other public filing by the Company, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or Governmental Authority of competent jurisdiction or is otherwise required by applicable law or legal process, or (iv) such Registrable Securityholder consents to the form and content of any such disclosure.

Section 3.8           Free Writing Prospectuses. Each of the Registrable Securityholders shall not, and shall not permit any officer, manager, broker or any other person acting on behalf of such Registrable Securityholder to use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the Registration Statement, without the prior written consent of the Company.

8

Section 3.9           Obligation to Suspend Distribution. Upon receipt of any Suspension Notice from the Company, each Registrable Securityholder shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement for a reasonable period of time as set forth in Section 3.4 until such Registrable Securityholder receives notice that the supplemented or amended prospectus has been filed and, if so directed by the Company, each Registrable Securityholder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

Section 3.10         Registration Expenses. The Company shall bear all costs and expenses incurred in connection with the Registration Statement, and all expenses incurred in performing or complying with its other obligations under this Agreement, including, without limitation: (i) all registration, qualification and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses (including expenses of printing stock certificates and prospectuses); (iv) the Company's internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities, if any; (vi) Financial Industry Regulatory Authority fees; (vii) the fees and expenses of any special experts retained by the Company in connection with such Registration; (viii) transfer agent’s and registrar’s fees; (ix) cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto; (x) messenger, word processing, duplicating, telephone and delivery expenses incurred by the Company; and (xi) Securities Act liability insurance, if the Company purchases such insurance. The Company shall have no obligation to pay any selling commissions attributable to the Registrable Securities being sold by the holders thereof, which selling commissions shall be borne by such holders.

Section 3.11         Information. Each of the Registrable Securityholders shall provide such information as may reasonably be requested (based on the advice of counsel) by the Company, in connection with the preparation of any Registration Statement filed after the Effective Time, including amendments and supplements thereto. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement filed after the Effective Time, the Company shall notify each Registrable Securityholder of the information the Company requires from such holder if such holder elects to have any of its Registrable Securities included in the Registration Statement. The Company’s obligations under Article II hereof to file the Registration Statement and use its commercially reasonable efforts to have the Registration Statement declared effective and to maintain the effectiveness of the Registration Statement for the Effectiveness Period, with respect to each Registrable Securityholder, are conditioned on the receipt of such information, and to the extent any Registrable Securityholder has failed to provide the Company with such information, the Company's obligations with respect to such Registrable Securityholder (but not with respect to any other Registrable Securityholder) will be suspended (but not otherwise diminished) until such requested information has been provided to the Company.

9

Section 3.12         Required Underwriter. If any Registrable Securityholder is required under applicable securities laws to be described in the Registration Statement as an underwriter, at the reasonable request of such Registrable Securityholder, the Company shall use its reasonable efforts to (i) make available for inspection by the Registrable Securityholders and any attorney, accountant or other professional retained by any Registrable Securityholder, all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any of them in connection with the Registration Statement, subject to prior receipt by the Company of any confidentiality agreements as the Company may reasonably request from the Registrable Securityholders and any attorney, accountant or other professional retained by any of the Registrable Securityholders, as applicable, and (ii) furnish to such Registrable Securityholder, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as such Registrable Securityholder may reasonably request (A) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering of securities such as the Common Shares, addressed to such Registrable Securityholder, and (B) an opinion, dated such date, of counsel representing the Company, including in-house counsel to the Company (as to matters typically opined on by in-house counsel), for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering of securities such as the Common Shares, addressed to such Registrable Securityholder.

Article IV.
INDEMNIFICATION AND CONTRIBUTION

Section 4.1           Indemnification by the Company. The Company agrees to indemnify and hold harmless to the fullest extent permitted by law each Registrable Securityholder, each of such Registrable Securityholder’s respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls a Registrable Securityholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Registrable Securityholder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages, liabilities or actions, whether joint or several, arising out of or based upon any untrue statement or allegedly untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act, the Exchange Act or other applicable federal, state, “blue sky” or common law or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with the Registration Statement. The Company shall promptly reimburse the Registrable Securityholder Indemnified Party for any legal and any other expenses reasonably incurred by such Registrable Securityholder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable to any Registrable Securityholder Indemnified Party in any such case to the extent that any such expense, loss, judgment, claim, damage, liability or action arises out of or is based upon (i) any untrue statement or allegedly untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such Registrable Securityholder Indemnified Party expressly for use therein or (ii) the use by such Person of any prospectus in violation of any stop order or other suspension of the Registration Statement of which the Company made such Person aware.

10

Section 4.2           Indemnification by the Registrable Securityholders. Each selling Registrable Securityholder hereby agrees to indemnify and hold harmless the Company, each of its directors and officers, and each other selling holder and each other person, if any, who controls another selling holder within the meaning of the Securities Act, against any losses, judgments, claims, damages, liabilities or actions, whether joint or several, insofar as such losses, judgments, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, judgment, claim, damage, liability or action. Notwithstanding anything to the contrary contained herein, each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such indemnification obligation.

Section 4.3           Conduct of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, judgment, claim, damage, liability or action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the “Indemnifying Party”) in writing of the loss, judgment, claim, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding. No Indemnified Party shall, without the prior written consent of the Indemnifying Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding for which it is seeking indemnity hereunder.

11

Section 4.4           Contribution.

(a)          If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, judgment, claim, damage, liability or action referred to herein, then the Company and each Registrable Securityholder whose Registrable Securities are included in the Registration Statement (including, for this purpose, any contribution made by or on behalf of such Registrable Securityholder), shall contribute to the loss, judgment, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Company and the Registrable Securityholders in connection with the actions or omissions which resulted in such loss, judgment, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or such Registrable Securityholder and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(b)          The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined on a pro rata basis or by any other method of allocation which does not take account of the equitable considerations referred to in Section 4.4(a).

(c)          The amount paid or payable by an Indemnified Party as a result of any loss, judgment, claim, damage, liability or action referred to in Section 4.4(a) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4(c), no Registrable Securityholder shall be required to contribute, in the aggregate, any amount in excess of the dollar amount by which the net proceeds actually received by such holder from the sale of Registrable Securities that gave rise to such contribution obligation exceeds the amount of any damages that such Registrable Securityholder has otherwise been required to pay under Section 4.2 by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. This Section 4.4 is intended to supersede any right to contribution under the Securities Act, the Exchange Act or otherwise.

12

Article V.
RULE 144 REPORTING

Section 5.1           Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the Registrable Securityholders may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. The foregoing shall in no way reduce the rights of Registrable Securityholders hereunder. The Company agrees at its cost and expense to use its reasonable best efforts to: (i) make and keep available current public information about the Company in compliance with Rule 144(c)(1) and Rule 144(i)(2) under the Securities Act; (ii) file with the Commission in a timely manner all reports and other documents the Company may be required to file under the Exchange Act; and (iii) furnish to each Registrable Securityholder, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of the Exchange Act.

Article VI.
TERMINATION; MERGERS AND RECAPITALIZATIONS

Section 6.1           Termination. This Agreement shall terminate with respect to any Registrable Securityholder (but not with respect to any other Registrable Securityholder) on the date on which such Registrable Securityholder no longer owns any Registrable Securities. This Agreement will terminate on the date on which there are no Registrable Securities outstanding. Notwithstanding the foregoing, (i) the provisions of Section 2.2 (with respect to any accrued obligation to pay liquidated damages thereunder, as well as any interest thereon) and Article IV shall survive any termination of this Agreement and (ii) to the extent any shares of Common Stock that have ceased to be Registrable Securities once again become Registrable Securities in accordance with the proviso at the end of the definition of “Registrable Securities,” then this Agreement shall be revived and once again effective.

Section 6.2           Mergers and Recapitalizations.

(a)          The Company shall not, directly or indirectly, effect a change of control or reorganization event of the Company in which the Company shall not be the surviving entity unless the proposed surviving entity shall, prior to effecting a change of control or reorganization event of the Company, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to “Registrable Securities” shall be deemed to be references to the securities that the Registrable Securityholders would be entitled to receive in exchange for Registrable Securities under the terms of any such agreement to effect a change of control or reorganization event of the Company; provided, however, that the provisions of this Section 6.2 shall not apply in the event of any merger, consolidation, or reorganization in which the Company is not the surviving corporation if all the Registrable Securityholders are entitled to receive in exchange for their Registrable Securities consideration consisting solely of (A) cash, (B) securities of the acquiring corporation that may be immediately sold to the public without registration under the Securities Act, or (C) a combination of the consideration described in both clauses (A) and (B).

13

(b)          If, and as often as, there is any change in the Common Stock by way of a stock split, combination, stock dividend, reclassification, or the like, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby to the Registrable Securityholders with respect to the Registrable Securities shall not be diminished or adversely affected.

Article VII.
MISCELLANEOUS

Section 7.1           Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the parties hereunder may be freely assigned or delegated by such parties in conjunction with and to the extent of any Transfer of Registrable Securities by any Registrable Securityholder, subject to Section 7.8. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and their transferees. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto, other than (i) permitted successors and assigns and (ii) Indemnified Parties.

Section 7.2           Notices. All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered by hand, by facsimile or electronic transmission, by email, by registered or certified mail, postage pre-paid, or by courier or overnight carrier, to the Persons at the addresses set forth below (or at such other address as may be provided hereunder), and shall be deemed to have been delivered as of the date so delivered, provided that any delivery by facsimile, electronic transmission or email is confirmed by courier or overnight carrier:

To the Company:

Community Bank System, Inc.

5790 Widewaters Parkway

DeWitt, New York 13214

Fax: (315) 445-7347

Email: Joe.Getman@communitybankna.com

Attention: General Counsel

14

Copy to Counsel (which shall not constitute notice):

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Fax: (212) 504-6666

Email: Andrew.Alin@cwt.com

Attention: Andrew P. Alin

To a Registrable Securityholder:

To the person or department listed in the address of such Registrable Securityholder set forth under such Registrable Securityholder’s name on Schedule 1 hereto (or the address of such Registrable Securityholder or designee as such Registrable Securityholder shall designate in writing from time to time), with a copy to (which shall not constitute notice) the address listed under the address of such Registrable Securityholder on Schedule 1 hereto, as applicable.

Section 7.3           Investor Representative. If any Registrable Securityholder has designated an Investor Representative, such Investor Representative shall be entitled to exercise any of the rights hereunder of such Registrable Securityholder, including the making of any request or demand hereunder (or responding to any demand or request made by the Company) on behalf of such Registrable Securityholder and the Registrable Securityholder shall be bound by any such action (or inaction) taken (or failed to be taken) on its behalf.

Section 7.4           Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

Section 7.5           Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes.

Section 7.6           Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

15

Section 7.7           Modifications and Amendments. This Agreement can be modified or amended only with the prior written consent of the Company and the Registrable Securityholders holding a majority of the Registrable Securities then outstanding.

Section 7.8           Joinder. Prior to any Transfer to any transferee, such transferee must become bound to this Agreement and all of the rights, duties and obligations set forth herein by executing a joinder to this Agreement in a form reasonably satisfactory to the Company.

Section 7.9           Titles and Headings. Titles and headings of articles and sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

Section 7.10         Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the parties to this Agreement may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

Section 7.11         Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to any applicable conflicts of law principles that would result in the application of the laws of another jurisdiction.

Section 7.12         Waiver of Trial by Jury. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT ANY PARTY MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY PROCEEDING, LITIGATION OR COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. IF THE SUBJECT MATTER OF ANY LAWSUIT IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY TO THIS AGREEMENT SHALL PRESENT AS A NONCOMPULSORY COUNTERCLAIM IN ANY SUCH LAWSUIT ANY CLAIM BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHERMORE, NO PARTY TO THIS AGREEMENT SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL CANNOT BE WAIVED.

16

Section 7.13         Exclusive Jurisdiction. Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if under applicable law, exclusive jurisdiction over such matters is vested in the Federal courts, any Federal court located in the State of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Court of Chancery or, to the extent required by law, in such Federal court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (d) waives, to the fullest extent permitted by law, (x) any claim that such party is not personally subject to the jurisdiction of any such court, (y) any claim that such party and such party’s property is immune from any legal process issued by any such court and (z) the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to service of process in the manner provided for notices in Section 7.2. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by law.

Section 7.14         Construction. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any provision of this Agreement. This Agreement shall be deemed to have been drafted by both the Company and the Registrable Securityholders and shall not be construed against either party as the principal draftsperson hereof. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder and any applicable common law, unless the context requires otherwise. The word “including” shall mean including, without limitation, and is used in an illustrative sense rather than a limiting sense. Terms used with initial capital letters will have the meanings specified applicable to singular and plural forms for all purposes of this Agreement. Reference to any gender will be deemed to include all genders and neutral form.

Section 7.15         No Piggyback on Registrations. Neither the Company nor any of its security holders (other than the Contractual Securityholders) may include securities of the Company in a Registration Statement hereunder other than the Contractual Securities.

[Remainder of page intentionally left blank; signature page follows.]

17

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf as of the day and year first above written.

THE COMPANY:
COMMUNITY BANK SYSTEM, INC.
By:	/s/ Mark Tryniski
	Name:	Mark Tryniski
	Title:	President and Chief Executive Officer
INVESTOR:
EASTHAMPTON SAVINGS BANK
By:	/s/ Matthew S. Sosik
	Name:	Matthew S. Sosik
	Title:	President and Chief Executive Officer
INVESTOR:
CEDRIC CORPORATION
By:	/s/ Stephen P. Costello
	Name:	Stephen P. Costello
	Title:	President
INVESTOR:
1851 CORPORATION
	subsidiary of Baycoast Bank
By:	/s/ James F. Wallace
	Name:	James F. Wallace
	Title:	Treasurer
INVESTOR:
BOLT INC.
By:	/s/ Walter J. Dwyer
	Name:	Walter J. Dwyer
	Title:	President

Signature Page to Registration Rights Agreement

INVESTOR:
1196 CORPORATION
By:	/s/ William Parent
	Name:	William Parent
	Title:	President & Chief Executive Officer
INVESTOR:
By:	/s/ Kenneth G.Y. Grant
	Name:	Kenneth G.Y. Grant
INVESTOR:
MARLBORO-HUDSTON, INC.
By:	/s/ Richard K. Bennett
	Name:	Richard K. Bennett
	Title:	President & Chief Executive Officer
INVESTOR:
MIDDLESEX SAVINGS BANK
By:	/s/ Brian D. Stewart
	Name:	Brian D. Stewart
	Title:	EVP & Chief Financial Officer
INVESTOR:
AVIDIA BANK
By:	/s/ Mark R. O’Connell
	Name:	Mark R. O’Connell
	Title:	President & Chief Executive Officer
INVESTOR:
PEOPLE’S UNITED FINANCIAL, INC.
By:	/s/ Michael J. Ciborowski
	Name:	Michael J. Ciborowski
	Title:	Senior Vice President, Treasurer

Signature Page to Registration Rights Agreement

INVESTOR:
WATERTOWN SAVINGS BANK
By:	/s/ Ronald D. Dean
	Name:	Ronald D. Dean
	Title:	Chief Executive Officer
INVESTOR:
By:	/s/ Thomas Forese Jr.
	Name:	Thomas Forese Jr.
INVESTOR:
FLORENCE SAVINGS EAGLES INC.
FLORENCE BANK
By:	/s/ Kevin R. Day
	Name:	Kevin R. Day
	Title:	Treasurer
INVESTOR:
EASTERN BANK
By:	/s/ Richard E. Holbrook
	Name:	Richard E. Holbrook
	Title:	Chairman & Chief Executive Officer
INVESTOR:
BERKSHIRE BANK
By:	/s/ Michael Daly
	Name:	Michael Daly
	Title:	Chief Executive Officer
INVESTOR:
WSB DEVELOPMENT
COUNTRY BANK FOR SAVINGS
By:	/s/ Paul F. Scully
	Name:	Paul F. Scully
	Title:	President & Chief Executive Officer

Signature Page to Registration Rights Agreement

INVESTOR:
BROOKLINE SECURITIES CORP.
By:	/s/ Carl M. Carlson
	Name:	Carl M. Carlson
	Title:	President
INVESTOR:
BSSB CORP.
By:	/s/ Peter B. Alden
	Name:	Peter B. Alden
	Title:	President
INVESTOR:
TNOP, INC.
By:	/s/ Thomas W. Senecal
	Name:	Thomas W. Senecal
	Title:	President
INVESTOR:
MERRIMAC INDUSTRIES, INC.
By:	/s/ David E. Wallace
	Name:	David E. Wallace
	Title:	President & Chief Executive Officer
INVESTOR:
By:	/s/ Christopher Hulse
	Name:	Christopher Hulse
INVESTOR:
POLO ENTERPRISES, INC.
By:	/s/ Peter G. Brown
	Name:	Peter G. Brown
	Title:	President

Signature Page to Registration Rights Agreement

INVESTOR:
REAL PROPERTY SERVICES, INC.
By:	/s/ Richard E. Holbrook
	Name:	Richard E. Holbrook
	Title:	Chairman & Chief Executive Officer

Signature Page to Registration Rights Agreement

Schedule 1

Investors

Investor	Address for Notice under Section 7.2	Investor Representative
1196 Corporation	Blue Hills Bank, 1196 River Street, Hyde Park, MA 02136	William Parent
1851 Corp.	BayCoast Bank, P.O. Box 1311, Fall River, MA 02721	Nicholas M. Christ
Avidia Bank	42 Main Street, Hudson, MA 01749	Mark O’Connell
Berkshire Bank	24 North Street, Pittsfield, MA 01201	Michael P. Daly
BOLT, Inc.	North Middlesex Savings Bank, P.O. Box 469, Ayer, MA 01432	Walter Dwyer
Brookline Securities Corp.	Brookline Bank, 131 Clarendon Street, Boston, MA 02116	Paul A. Perrault
BSSB Corp	Baystate Savings Bank, 28-30 Franklin Street, Worcester, MA 01608	Peter B. Alden
Cedric Corporation	Bank of Canton, 490 Turnpike Street, Canton, MA 02021	Stephen P. Costello
Eastern Bank	265 Franklin Street, Boston, MA 02110	James Fitzgerald
Easthampton Savings Bank	P.O. Box 351, Easthampton,  MA 01027	Matthew Sosik
Florence Savings Eagles, Inc.	Florence Savings Bank, P.O. Box 60700, Florence, MA 01062	John F. Heaps, Jr.
Marlbro-Hudston, Inc.	Marlborough Savings Bank, P.O. Box 19, Marlborough, MA 01752	Richard K. Bennett
Merrimac Industries, Inc.	Lowell Five Cent Savings Bank, P.O. Box 440, Lowell, MA 01852	David E. Wallace

S-1

Middlesex Savings Bank	P.O. Box 5210, Westborough, MA 01580	Michael G. McAuliffe
People's United Financial, Inc.	850 Main Street, Bridgeport, CT 06604	Michael Ciborowski
Polo Enterprises, Inc.	Dedham Institution for Savings, P.O. Box 9107, Dedham, MA 02026	Peter Brown
Real/Property, Inc.	Eastern Bank, 265 Franklin Street, Boston, MA 02110	James Fitzgerald
TNOP, Inc.	PeoplesBank, 330 Whitney Avenue, Holyoke, MA 01040	Thomas W. Senecal
Watertown Savings Bank	60 Main Street, Watertown, MA 02472	Ronald D. Dean
WSB Development Corp	Country Bank for Savings, 75 Main Street, Ware, MA 01082	Paul F. Scully
Thomas Forese, Jr.	5 Martin Louis Way, Stoneham, MA 02180	Thomas Forese, Jr.
Kenneth G. Y. Grant	16 Williams Terrace, Swampscott, MA 01907	Kenneth G. Y. Grant
Christopher Hulse	10 Enon Road, Wenham, MA 01984	Christopher Hulse

S-2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 29, 2016 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Community Bank System, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Buffalo, New York

February 3, 2017