0001193125-12-453901 Sample Contracts

EXHIBIT A SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • November 6th, 2012 • Financial Institutions Inc • National commercial banks • New York

This Supplemental Executive Retirement Agreement (this “Agreement”) is made and entered into as of August __, 2012, by and between Financial Institutions, Inc. (“the Company”), a bank holding company chartered under the laws of the State of New York, and Peter G. Humphrey (the “Executive”).

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SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS
Separation Agreement and Release of All Claims • November 6th, 2012 • Financial Institutions Inc • National commercial banks • New York

This Separation Agreement and Release of all Claims (this “Agreement”) is entered into by and between Financial Institutions, Inc., a bank holding company chartered under the laws of the State of New York, having its principal office at 220 Liberty St., Warsaw, New York 14569, and its subsidiaries and affiliates (collectively referred to as the “Company”); and Peter G. Humphrey (the “Executive” or “you”), an individual residing at 1446 South Rd., Scottsville, New York, 14546.

AMENDMENT NO. 1 TO ASSIGNMENT, PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • November 6th, 2012 • Financial Institutions Inc • National commercial banks • New York

THIS AMENDMENT NO. 1 TO ASSIGNMENT, PURCHASE AND ASSUMPTION AGREEMENT, dated as of August 16, 2012 (this “Amendment”), is by and 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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