X0303 4 2010-02-23 0 0000862831 FINANCIAL INSTITUTIONS INC FISI 0001349177 HAGI GEORGE DANIEL 220 LIBERTY STREET WARSAW NY 14569 0 1 0 0 Executive Vice President Common Stock 2010-02-23 4 A 0 2500 0.00 A 19504 D Common Stock 2010-02-23 4 A 0 3841 0.00 A 23345 D Represents a grant of restricted stock pursuant to the Company's 2009 Management Stock Incentive Plan. The award vests on February 23, 2014, subject to the participant's continued employment with the Company and subject to accelerated vesting upon the death of the participant. However, as long as the Company is a "TARP recipient," as defined under the Interim Final Rules, the award may become transferable only in 25% increments at the time of the Company's repayment of 25%, 50%, 75% and 100%, respectively, of the financial assistance it received under the U.S. Treasury's Capital Purchase Program, or as may be required to satisfy tax obligations incurred in connection with the vesting of the restricted shares. Represents a grant of restricted stock pursuant to the Company's 2009 Management Stock Incentive Plan. The award vests 50% on February 23, 2012 and 50% on February 23, 2013, subject to the acheivement of the Company's performance goals for the year, subject to the participants continued employment with the company and subject to accelerated vesting upon the death of the participant. However, as long as the Company is a "TARP recipient," as defined under the Interim Final Rules, the award may become transferable only in 25% increments at the time of the Company's repayment of 25%, 50%, 75% and 100%, respectively, of the financial assistance it received under the U.S. Treasury's Capital Purchase Program, or as may be required to satisfy tax obligations incurred in connection with the vesting of the restricted shares. Michael D. Grover for George D. Hagi 2010-02-25