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

On September 12, 2012, the Management Development & Compensation Committee (the "Compensation Committee") of the Financial Institutions, Inc. Board of Directors (the "Board") agreed to pay Mr. John E. Benjamin an annual salary of $300,000 as compensation for his service as our Interim Chief Executive Officer. The salary is effective retroactive to August 27, 2012 and will continue in effect until such time as the Board determines. Mr. Benjamin will continue to receive director fees he would otherwise be entitled to receive for his service as a director and Chairman of the Board. The Board is continuing its search to identify qualified candidates to serve as our permanent Chief Executive Officer.

In addition, the Compensation Committee approved base salary adjustments for two of our executive officers, Richard J. Harrison, Executive Vice President and Chief Operating Officer, and Martin K. Birmingham, President and Chief of Community Banking. The compensation changes reflect compensation adjustments in light of their respective increased responsibilities after the leadership transition announced in August 2012. The Compensation Committee approved increases in Mr. Harrison's and Mr. Birmingham's base salaries to an annual rate of $275,000. These increases are effective retroactive to August 27, 2012.

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