Deal values, assets, and deposits are as of the Announcement Date. Deals announced from 1996 to present.

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Deal Overview

Buyer:
Community Bank System, Inc.
Actual Acquirer:
Community Bank, NA
Target:
First Heritage Bank
Deal Type:
Bank & Thrift Company
Agreement Date:
1/6/2004
Announcement Date:
1/6/2004
Announced Deal Value ($ M):
73.88
Status:
Completed
Completion Date:
5/14/2004
Announced Deal Value Per Share ($ )
99.50

Consideration Breakout
Common Stock ($M) 62.6
Common Stock Issued 2,592,213

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 249.3 204.7
Price / Tangible Book (%) 249.3 204.7
Price / Earnings (x) 23.1 19.5
Price / Deposits (%) 33.77 30.52
Price / Assets (%) 25.65 22.98
Tangible Book Premium/ Deposits (%) 22.21 17.18
Deal Terms
Description of Consideration

CBU issued $85.00 in common stock for each share of First Heritage. Had CBU's price at closing been greater than $20.8250 and less than or equal to $28.175 it would have issued 4.082 shares for each First Heritage share.

Accounting Method Purchase
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 30,946
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 3,000
Minimum Termination Fee ($ 000) NA
Exchange Ratio (Common For Common) NA
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 6,934
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Janney Montgomery Scott LLC
Seller Yes Danielson Associates LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Bond Schoeneck & King PLLC
Seller Yes Cozen O'Connor
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