0001299933-10-000206 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT Pursuant to the FINANCIAL INSTITUTIONS, INC.
Restricted Stock Award Agreement • January 19th, 2010 • 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. 2009 Management Stock Incentive Plan (the “Plan”) by the Company’s Compensation Committee (the “Committee”) pursuant to Section 2 of the Plan. This award is being made solely for services the Participant performed in 2009.

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