Summary of FINANCIAL INSTITUTIONS INC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 24, 2008 the Management Development & Compensation Committee ("Committee") of the Board of Directors of Financial Institutions, Inc. (Company"), in connection with the Company's management succession plan, entered into voluntary retirement agreements with two executives named in the Company's 2008 proxy statement. Key elements of the agreements approved by the Committee are as follows:

James T. Rudgers, Executive Vice President and Chief of Community Banking will retire effective June 30, 2009. The Company shall make one hundred and twenty
(120) equal monthly payments to Mr. Rudgers of $6,250, less required deductions and withholdings beginning with the first regular pay period of January 2010. Mr. Rudgers' participation in non-vested fringe benefits of the Company shall cease effective the date of retirement and he will also agree to the Company's non-compete covenants. In addition, Mr. Rudgers will provide consulting services to the Company for a two-year period beginning July 1, 2009 and the Company shall make twenty-four (24) equal monthly payments to Mr. Rudgers of $4,166.66 beginning with the first regular pay period of July 2009. A copy of the Voluntary Retirement Agreement between the Company and Mr. Rudgers is attached as Exhibit 10.1.

Ronald A. Miller, Executive Vice President and Chief Financial Officer will retire effective March 31, 2010. The Company shall make one hundred and twenty
(120) equal monthly payments to Mr. Miller of $5,500, less required deductions and withholdings beginning with the first regular pay period of October 2010. Mr. Miller's participation in non-vested fringe benefits of the Company shall cease effective the date of retirement. A copy of the Voluntary Retirement Agreement between the Company and Mr. Miller is attached as Exhibit 10.2.

Also attached as Exhibit 99.1 is press release announcing these actions.