0001299933-06-005005 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 28th, 2006 • Financial Institutions Inc • National commercial banks

This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of 20 , is made between Financial Institutions, Inc. (the “Company”) and the above-named individual (the “Participant”) to record the granting of Restricted Stock on (the “Date of Grant”) to the Participant pursuant to the Financial Institutions, Inc. 1999 Management Stock Incentive Plan (the “Plan”) by the Company’s Compensation Committee (the “Committee”) pursuant to Section 2 of the Plan.

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NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant To The FINANCIAL INSTITUTIONS, INC. MANAGEMENT STOCK INCENTIVE PLAN
Non-Qualified Stock Option Agreement • July 28th, 2006 • Financial Institutions Inc • National commercial banks

This NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made as of , 2006 between Financial Institutions, Inc. (the “Company”), and the above-named individual, an employee of the Company or one of its subsidiaries (the “Employee”), to record the granting of a non-qualified stock option pursuant to the Company’s Management Stock Incentive Plan (the “Plan”).

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