Item 8.01 Other Events.

On May 21, 2009, Financial Institutions, Inc. issued a press release announcing the declaration of a cash dividend of $0.10 per common share. The Company also announced dividends of $0.75 per share on Series A 3% Preferred Stock and $2.12 per share on Series B-1 8.48% Preferred Stock. All dividends are payable on July 2, 2009 to shareholders of record on June 15, 2009.

The full text of the press release is included herein as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release issued by Financial Institutions, Inc. on May 21, 2009.

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