EX-4.1






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	NUMBER CPP-1

	 	7,503 SHARES






Incorporated under the laws of the State of New York




	 	 	 	 	 
	50,000,000 Shares $0.01 Par Value

	 	FINANCIAL INSTITUTIONS, INC.
	 	210,000 Shares $100.00 Par Value
	Common Stock

	 	Total Authorized Issue 50,210,000 Shares
	 	Preferred Stock






THIS CERTIFIES THAT: UNITED STATES DEPARTMENT OF THE TREASURY is the owner of




**Seven Thousand Five Hundred Three** fully paid and non-assessable Shares




of Fixed Rate Cumulative Perpetual Preferred Stock, Series A of

FINANCIAL INSTITUTIONS, INC.




Transferable only on the books of the Corporation by the holder hereof in person or by

duly authorized Attorney upon surrender of this Certificate properly endorsed.




In Witness Whereof, the said Corporation has caused this Certificate to be signed

by its duly authorized officers and to be sealed with the Seal of the Corporation

this 23rd  day of December A.D. 08






	 	 	 
	/s/ Ronald A. Miller

	 	/s/ Peter G. Humphrey
	Ronald A. Miller, Secretary

	 	Peter G. Humphrey, President






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THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.



THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTION, OR OTHER SPECIAL RIGHTS OF EACH
CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to

	applicable laws or regulations. Additional abbreviations may also be used though not in the list.
	 	 	 	 	 	 	 	 
	TEN COM	 	 	 	- as tenants in common	 	UNIF GIFT MIN ACT	 	 	 	- ____________Custodian______________ (Minor)
	TEN ENT	 	 	 	- as tenants by the entireties	 	 	 	under Uniform Gifts to Minors Act _________________________(State)	 	 
	JT TEN	 	 	 	- as joint tenants with right of survivorship	 	UNIF TRF MIN ACT	 	 	 	- ____________Custodian______________ (Minor)
	 	 	 	 	and not as tenants in common	 	 	 	under _____________________ (State) Uniform Transfers to Minors Act	 	 
	For value received, the undersigned hereby sells, assigns and transfers unto
	 	 	 	 	 	 	 	PLEASE INSERT SOCIAL SECURITY OR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	OTHER IDENTIFYING NUMBER OF ASSIGNEE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE	 	 	 	 	 	 	 	 	 	 
	
 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Shares
	represented by the within Certificate, and hereby irrevocably constitutes and appoints
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Attorney to transfer the
	
 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	said
	 	

	shares on the books of the within-named Corporation with full power of substitution in the premises.
	 	 	 	 	 	 	 	 	 	 
	Dated,

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	
 
	 	 	 	In presence of
	 	

	 	

	 	

	 	

	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 	 	NOTICE: The signature to this assignment must correspond with the
	 	 	 	 	 	 	 	 	 	 	name as written upon the face of the certificate in every particular
	 	 	 	 	 	 	 	 	 	 	without alteration or enlargement, or any change whatever.	 	 







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