EX-10.13











Financial Institutions, Inc.

Stock Ownership Requirements

Amended October 27, 2010




Purpose



Financial Institution Inc.’s (FII) Stock Ownership Requirements align the interests of
Executives and Directors (“participants”) with the interests of shareholders and further promotes
FII’s commitment to sound corporate governance.



II. Participation



FII’s Stock Ownership Requirements apply to the following positions:




	 	•	 	President and Chief Executive Officer;






	 	•	 	Chief Financial Officer






	 	•	 	Chief Risk Officer






	 	•	 	Non-employee Directors of Financial Institutions, Inc.






	 	•	 	Other Company executives as determined by the Management, Development & Compensation
(MD&C) Committee of the FII Board of Directors.





III. Determination of Requirements



FII’s Stock Ownership Requirements are determined as a multiple of the Executive’s base salary,
and in the case of a non-employee Director, a flat dollar amount, and then converted to a fixed
number of shares. Individual requirements are established for each participant as follows:




	(1)	 	The executive’s base salary is multiplied by the appropriate multiple:






	 	•	 	2.0x for President/Chief Executive Officer






	 	•	 	1.0x for Other Company Executives






That product is divided by FII’s prior 365-day average closing common stock price as reported by
NASDAQ. That amount is then rounded to the nearest 500 shares.



(2) Non-Employee Director of FII




	 	•	 	$100,000






This amount is divided by FII’s prior 365-day average closing common stock price as reported by
NASDAQ. That amount is then rounded to the nearest 500 shares.



These requirements have been established using the Executive’s October 2010 base salary and
the average FII closing stock price for the period from November 1,, 2009 through October 31, 2010,
Executives and Directors who become subject to the Stock Ownership Requirements in the future will
have their individual requirement established based upon their base salary, or dollar amount in
effect for Directors, at the time they become subject to the Requirements and FII’s average closing
common stock price for the prior 365-day period. Once established, a participant’s required amount
does not change as a result of changes in his or her base salary or fluctuations in FII’s common
stock price.



IV. Counting Shares Owned



Stock that counts towards satisfaction of FII’s Stock Ownership Requirements includes:




	 	•	 	Shares owned outright by the executive or his or her immediate family members residing
in the same household;






	 	•	 	Stock held in FII’s 401(k) Retirement Savings Plan;






	 	•	 	Shares acquired upon stock option exercises;






	 	•	 	Shares held in trust. (Due to the complexities of trust accounts, requests to include
            shares held in trust must be submitted in writing to the Director of Human Resources. The
Director of Human Resources will review the request with the Chairman and Chief Executive
Officer and the MD&C Committee will make the final decision.)






	 	•	 	Other types of stock grants that may be issued by FII.





V. Compliance with the Guidelines



Participants are required to achieve their Stock Ownership Requirement within five years, e.g. by
October 31, 2015, in the case of participants subject to the requirements at October 27, 2010. If a
participant’s Stock Ownership Requirement increases because of a change in title, a five-year
period to achieve the incremental requirement begins in January following the year of the title
change. Until the requirement is achieved, the participant is required to retain at least 75% of
net shares delivered through FII’s Management and Directors’ Stock Incentive Plans. Net shares
refer to those that remain after shares are sold or netted to satisfy the participants’ withholding
taxes. Until the requirement is achieved, shares that were acquired by an executive before he or
she became subject to the Stock Ownership Requirements may only be disposed of for an exclusion
purpose set forth below in this Section V and only upon compliance with the procedures set forth
therein.



Once achieved, ownership of the required amount must be maintained for as long as the individual is
subject to the Stock Ownership Guidelines.



Transferability of stock options does not exempt the participant from the ownership requirements.
The donee will be subject to the same retention requirement until the ownership requirement is
achieved.



At the discretion of the Management, Development & Compensation Committee exclusions can apply to
the retention requirement. The existence of exclusions does not, however, affect the requirement
that the participant must meet his or her Stock Ownership Requirement within the five-year period.



To be excluded from the retention requirement for any purpose, the participant must submit a form
that is available from the Human Resources Department. This request must include the reason for the
exclusion, current status with respect to the Stock Ownership Requirements and a description of the
stock transactions for which the exclusion is being requested. The Director of Human Resources will
review the request with members of FII’s Management, Development & Compensation Committee, who will
make the final decision. Once the Stock Ownership Requirement is achieved, the retention ratio no
longer applies unless the participant’s ownership falls below the requirement, at which point the
retention requirement will be reinstated.



VI. Reporting



Participants are required to sign an attestation when they are in compliance with their Stock
Ownership Requirement. Any participant who has not signed and returned his or her attestation is
subject to the retention requirement. In addition, any participant who has satisfied his or her
Stock Ownership Requirement must immediately notify the Human Resources Department if at any
subsequent time his or her ownership of FII stock falls below the required amount.



VII. Hardship



There may be instances in which the Stock Ownership Requirements would place a severe hardship on
the participant or prevent the participant from complying with a court order, such as in the case
of a divorce settlement. It is expected that these instances will be rare. In these instances, the
participant must submit a request in writing to the Director of Human Resources that summarizes the
circumstances and describes the extent to which an exemption from the Stock Ownership Requirements
is being requested. The Director of Human Resources will review the request with members of FII’s
Management, Development & Compensation Committee who will make the final decision. If the request
is granted in whole or in part, the Director of Human Resources will in consultation with the
participant develop an alternative stock ownership plan that reflects both the intention of these
Executive Stock Ownership Requirements and the participant’s individual circumstances.



VIII. Administration



This Stock Ownership Requirements Plan is administered and interpreted by the Management,
Development & Compensation Committee of Financial Institutions, Inc.