0001299933-12-001604 Sample Contracts

EXECUTIVE AGREEMENT
Executive Agreement • July 5th, 2012 • Financial Institutions Inc • National commercial banks • New York

This Executive Agreement (“Agreement”) is made and entered into as of the 2nd day of July, 2012 (“Effective Date”), between Financial Institutions, Inc. (“FII”), a bank holding company chartered under the laws of the State of New York, having its principal office at 220 Liberty Street, Warsaw, New York, 14569; and Kenneth V. Winn (the “Executive”), an individual residing at 259 Vollmer Parkway, Rochester, New York, 14623.

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AMENDED AND RESTATED EXECUTIVE AGREEMENT
Amended And • July 5th, 2012 • Financial Institutions Inc • National commercial banks • New York

This Amended and Restated Executive Agreement (“Agreement”) is made and entered into as of the 2nd day of July, 2012 (“Effective Date”), between Financial Institutions, Inc. (“FII”), 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 Peter G. Humphrey (the “Executive”), an individual residing at 1446 South Rd., Scottsville, New York, 14546.

Re: SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS
Financial Institutions Inc • July 5th, 2012 • National commercial banks • New York

Your employment with Five Star Bank (the “Company”) will end on June 30, 2012. This letter explains the separation benefits that the Company will make available to you and what you need to do to receive them.

AMENDED AND RESTATED EXECUTIVE AGREEMENT
Amended and Restated Executive Agreement • July 5th, 2012 • Financial Institutions Inc • National commercial banks • New York

This Amended and Restated Executive Agreement (“Agreement”) is made and entered into as of the 2nd day of July, 2012 (“Effective Date”), between Financial Institutions, Inc. (“FII”), a bank holding company chartered under the laws of the State of New York, having its principal office at 220 Liberty Street, Warsaw, New York, 14569; and Martin K. Birmingham (the “Executive”), an individual residing at 14 Northstone Rise, Pittsford, New York 14534.

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