0001193125-12-106634 Sample Contracts

ASSIGNMENT, PURCHASE AND ASSUMPTION AGREEMENT by and between FIRST NIAGARA BANK, NATIONAL ASSOCIATION and FIVE STAR BANK JANUARY 19, 2012
Assignment, Purchase and Assumption Agreement • March 9th, 2012 • Financial Institutions Inc • National commercial banks • New York

This ASSIGNMENT, PURCHASE AND ASSUMPTION AGREEMENT, dated as of January 19, 2012, is between First Niagara Bank, National Association, a national banking association with its principal office in Buffalo, New York (“Assignor”), and Five Star Bank, a New York State chartered bank with its principal office in Warsaw, New York (“Purchaser”).

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PURCHASE AND ASSUMPTION AGREEMENT by and among FIRST NIAGARA BANK, NATIONAL ASSOCIATION and FIVE STAR BANK JANUARY 19, 2012
Purchase and Assumption Agreement • March 9th, 2012 • Financial Institutions Inc • National commercial banks • New York

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of January 19, 2012, is between First Niagara Bank, National Association, a national banking association with its principal office in Buffalo, New York (“Seller”), and Five Star Bank, a New York State chartered bank with its principal office in Warsaw, New York (“Purchaser”).

RESTRICTED STOCK AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC.
Restricted Stock Award Agreement • March 9th, 2012 • Financial Institutions Inc • National commercial banks • New York

This RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of [ ], is made between Financial Institutions, Inc. (the “Company”) and the above-named individual (the “Participant”) to record the grant to the Participant by the Company’s Management Development and Compensation Committee (the “Committee”) of an award of restricted stock (the “Award”) on the Date of Grant set forth above pursuant to Section 7 of the Financial Institutions, Inc. 2009 Management Stock Incentive Plan (the “Plan”).

FINANCIAL INSTITUTIONS, INC.
Master Agreement • March 9th, 2012 • Financial Institutions Inc • National commercial banks • New York

This 2012 Performance Program Master Agreement (this “Master Agreement”) relating to a grant (the “Award”) of restricted stock of Financial Institutions, Inc. (the “Company”), dated as of the Award Date set forth in the Award Certificate, is made by and between the Company and each Participant pursuant to the Financial Institutions, Inc. 2009 Management Stock Incentive Plan (the “Plan”). The Award Certificate is included with and made part of this Master Agreement. In this Master Agreement and each Award Certificate, unless the context otherwise requires, words and expressions shall have the meanings given to them in the Plan, except as herein defined.

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