**Conditional Approval #497**

**November 2001**

October 9, 2001 By facsimile: 315.422.3598

and regular mail.

George J. Getman, Esq.

Bond, Schoeneck & King, L.L.P.

One Lincoln Center

Syracuse, New York 13201-1355

Re: Application by Community Bank, National Association (\"Community
Bank\"), Canton, New

York, to purchase certain assets and assume certain liabilities of 36
branches of Fleet National

Bank (\"Fleet\"), Providence, Rhode Island.

Control No.: 2001 NE 02 037 Charter No.: 8531

Dear Mr. Getman:

This is to inform you that today, the Office of the Comptroller of the
Currency (OCC) conditionally approved the above-referenced purchase and
assumption.

This approval was granted based on a thorough review of all information
available, including commitments and representations made in the
application, the purchase and assumption agreement, and those of your
representatives.

This approval is also subject to the following condition:

 • Community Bank shall comply with the agreement between Community Bank
and the

Department of Justice dated October 4, 2001.

Please note that the above conditions to this approval are conditions
"imposed in writing by the agency in connection with the granting of any
application or other request" within the meaning of 12 USC 1818. As
such, the conditions are enforceable under 12 USC 1818.

George J. Getman, Esq.

Bond, Schoeneck & King, L.L.P.

October 9, 2001

Page 2

Based upon the OCC's investigation and the bank's representations, we
found that approval of the proposed transaction was consistent with the
Community Reinvestment Act. In addition, the OCC determined that the
legal, policy and procedural requirements for this proposal were
satisfied.

We will not issue a letter certifying consummation of the transaction
until this Office has been first furnished with the following documents
executed in the original:

1\) the purchase and assumption agreement with articles of association
for the resulting bank

attached; and,

2\) a secretary's certificate for each institution, certifying that a
majority of the board

of directors has agreed to the purchase and assumption.

As a reminder, this Office must be advised in writing 10 days in advance
of the desired effective date for the purchase and assumption so that
the OCC may issue the necessary certification letter. The effective date
must follow the applicable Department of Justice injunction period and
any other required regulatory approval.

If the purchase and assumption is not consummated within one year from
the approval date, the approval shall automatically terminate, unless
the OCC grants an extension of the time period. A separate letter is
enclosed requesting your opinion on how we handled your application. We
would appreciate your response so we may improve our service.

This conditional approval, and the activities and communications by OCC
employees in connection with the filing, do not constitute a contract,
express or implied, or any other obligation binding upon the OCC, the
U.S., any agency or entity of the U.S., or an officer or employee of the
U.S., and do not affect the ability of the OCC to exercise its
supervisory, regulatory and examination authorities under applicable law
and regulations. The foregoing may not be waived or modified by any
employee or agent of the OCC or the U.S.

In the event of questions, please contact Licensing Analyst Gabriel
Butler at 212.790.4055. Please include the application control number in
all correspondence.

Sincerely,

/s/ APD

Anthony P. DosSantos

Licensing Manager