Item 8.01 Other Events.

On November 28, 2012, Financial Institutions, Inc. issued a press release announcing the declaration of a cash dividend of $0.16 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 January 2, 2013 to shareholders of record on December 17, 2012. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release issued by Financial Institutions, Inc. on November 28, 2012.

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