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

On June 30, 2009 Financial Institutions, Inc. ("Company") entered into an amendment to a Voluntary Retirement Agreement (the "Agreement") dated September 24, 2008 between it and James T. Rudgers, Executive Vice President and Chief of Community Banking of the Company. The amendment changes Mr. Rudgers retirement date from June 30, 2009 to September 30, 2009 and also provides employment conditions for the period July 1, 2009 through September 30, 2009. Mr. Rudgers will be paid $10,000 per month for July, August, and September 2009. The amendment also changes the period of time Mr. Rudgers will provide consulting services to the Company from a twenty-four month period beginning July 1, 2009 to a twenty-one month period beginning October 1, 2009. A copy of the amendment to the Agreement is attached as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment to Voluntary Retirement Agreement dated June 30, 2009 between Five Star Bank and James T. Rudgers

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