0001299933-10-000865 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 1st, 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.

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 1st, 2010 • Financial Institutions Inc • National commercial banks

This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of , 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.

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