<PAGE>
                                                                     EXHIBIT 4.1
NUMBER

[SEAL]

COMMON STOCK


SEE REVERSE FOR CERTAIN DEFINITIONS
 AND OTHER IMPORTANT INFORMATION

10579


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     SHARES
 **************
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[LOGO]

                          COMMUNITY BANK SYSTEM, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


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THIS CERTIFIES THAT                                            CUSIP 203607 10 6

0000011527                                                     **************
                                                               **************
                                                               **************
                                                               **************
                                                               **************
IS THE OWNER OF **************************                     **************

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          FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

                             [CERTIFICATE OF STOCK]

Community Bank System, Inc., hereinafter called the "company", transferable on
the books of the company by the holder hereof in person, or by duly authorized
attorney, upon the surrender of this certificate properly endorsed. This
certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.
In Witness Whereof, the company has caused this certificate to be signed by its
duly authorized officers with their facsimile signatures, and its seal to be
hereunto affixed.

Dated
10579001020 JOY

     COUNTERSIGNED AND REGISTERED
AMERICAN STOCK TRANSFER & TRUST COMPANY
           (NEW YORK, N.Y.)
                        TRANSFER AGENT AND REGISTRAR

BY


/s/                         /s/ Donna J. Drengel         /s/ Sanford A. Belden
------------------------    -----------------------      -----------------------
AUTHORIZED SIGNATURE        CORPORATE SECRETARY               PRESIDENT AND
                                                         CHIEF EXECUTIVE OFFICER


<PAGE>


                          COMMUNITY BANK SYSTEM, INC.

     THE COMPANY WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT
CHARGE A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND
RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF STOCK AUTHORIZED TO BE ISSUED BY
THE COMPANY. ANY SUCH REQUEST MAY BE DIRECTED TO THE TRANSFER AGENT NAMED ON
THE FACE HEREOF.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN  - as joint tenants with right
          of survivorship and not as
          tenants in common

UNIF GIFT MIN ACT -           Custodian
                    ----------------------------
                     (Cust)             (Minor)
                    under Uniform Gifts to Minors

                    Act...................  .....
                                   (State)
Additional abbreviations may also be used though not in the above list.


     For value received, ....................... hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
     IDENTIFYING NUMBER OF ASSIGNEE


NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.


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--------------------------------------- ........................................

 ................................................................................
Please print or typewrite name and address including postal zip code of assignee

 ................................................................................

 ................................................................................

 ..........................................................................Shares
of the Stock represented by the within Certificate, and do hereby irrevocably

constitute and appoint .........................................................

 ................................................................................
Attorney to transfer the said stock on the books of the within-named Company
with full power of substitution in the premises.


Dated -------------------------------------------


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Shareholder Signature


-------------------------------------------------
Shareholder Signature (if in joint tenant name)



Signature(s) Guaranteed:




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THE SIGNATURES SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCK BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.



Until the Separation Time (as defined in the Rights Agreement referred to
below), this certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement, dated as of February 21,
1995 (as such may be amended from time to time, the "Rights Agreement"),
between Community Bank System, Inc. (the "Company") and Community Bank,
National Association, as Rights Agent, the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Company. Under certain circumstances, as set
forth in the Rights Agreement, such Rights may be terminated, may be exchanged
for shares of Common Stock or other securities or assets of the Company, may
expire, may become void (if they are "Beneficially Owned" by an "Acquiring
Person" or an Affiliate or Associate thereof, as such terms are defined in the
Rights Agreement, or by any transferee of any of the foregoing) or may be
evidenced by separate certificates and may no longer be evidenced by this
certificate. The Company will mail or arrange for the mailing of a copy of the
Rights Agreement to the holder of this certificate without charge within five
days after the receipt of a written request therefor.