EX-10.1
(Exhibit 10.1)

                          FINANCIAL INSTITUTIONS, INC.

                      1999 MANAGEMENT STOCK INCENTIVE PLAN

1. BACKGROUND AND PURPOSE

      Financial Institutions, Inc. (the "Company") hereby establishes the
Financial Institutions, Inc. 1999 Management Stock Incentive Plan (the "Plan").
The purpose of this Plan is to enable the Company and its subsidiaries to
attract and retain key employees and provide them with an incentive to maintain
and enhance the Company's longterm performance record. It is intended that this
purpose will best be achieved by granting eligible key employees incentive stock
options ("ISOs"), nonqualified stock options ("NQSOs"), stock appreciation
rights ("SARs") and restricted stock grants, individually or in combination,
under this Plan pursuant to the rules set forth in Sections 83, 162(m), 421 and
422 of the Internal Revenue Code, as amended from time to time.

2. ADMINISTRATION

      The Plan shall be administered by the Company's Compensation Committee
(the "Committee"). This Committee shall consist of at least two members of the
Company's Board of Directors all of whom shall, unless the Board determines
otherwise, be "outside directors" as this term is defined in Code Section 162(m)
and regulations thereunder and "non-employee directors" as this term is used in
Rule 16b-3, or any successor provision, promulgated pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and none of whom during
the twelve months prior to commencement of service on the Committee, or during
such service, has been granted or awarded any equity security or derivative
security of the Company pursuant to the Plan or, except as permitted by Rule
16b3 (c)(2)(i) of the Exchange Act, or any other plan of the Company. Subject to
the provisions of the Plan, the Committee shall possess the authority, in its
discretion, (a) to determine the employees of the Company to whom, and the time
or times at which, ISOs and/or NQSOs (ISOs and NQSOs are collectively referred
to as "options"), SARs and restricted stock grants (all four types of grants are
collectively referred to as "awards") shall be granted; (b) to determine at the
time of grant whether an award will be an ISO, a NQSO, a SAR, a restricted stock
grant or a combination of these awards and the number of shares to be subject to
each award; (c) to prescribe the form of the award agreements and any
appropriate terms and conditions applicable to the awards and to make any
amendments to such agreements or awards; (d) to interpret the Plan; (e) to make
and amend rules and regulations relating to the Plan; and (f) to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee's determinations shall be conclusive and binding. No member of the
Committee shall be liable for any action taken or decision made in good faith
relating to the Plan or any award granted hereunder.

3. ELIGIBLE EMPLOYEES

      Awards may be granted under the Plan only to employees of the Company and
its subsidiaries (which shall include all corporations of which at least fifty
percent of the voting stock is owned by the Company directly or through one or
more


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corporations at least fifty percent of the voting stock of which is so owned)
who have the capability of making a substantial contribution to the success of
the Company.

4. SHARES AVAILABLE

      The total number of shares of the Company's Common Stock (par value of
$.01 per share) available in the aggregate for awards under this Plan shall not
exceed ten percent (10%) of the number of issued shares of the Company's Common
Stock, including treasury shares. In addition, not more than 800,000 shares of
Common Stock shall be available for ISO awards during the term of the Plan.
Finally, the aggregate number of shares which may be issued under restricted
stock grants at any one time during the life of the Plan may not exceed three
percent (3%) of the number of issued shares, including treasury shares, of the
Company's Common Stock. Shares to be granted may be authorized and unissued
shares or may be treasury shares.

      The total number of shares covered by all awards granted under this Plan
to any one participant in any one calendar year may not exceed 300,000. The
Committee may issue awards in any combination it may choose provided that the
total shares under all such awards to any one participant does not exceed the
300,000 individual aggregate limit.

      If an award expires, terminates or is canceled without being exercised or
becoming vested, new awards may thereafter be granted under the Plan covering
such shares unless Rule 16b-3 provides otherwise. No award may be granted more
than 10 years after the effective date of the Plan.

5. TERMS AND CONDITIONS OF ISOS

      Each ISO granted under the Plan shall be evidenced by an ISO option
agreement in such form as the Committee shall approve from time to time, which
agreement shall conform with this Plan and contain the following terms and
conditions:

            (a) Exercise Price. The exercise price under each option shall equal
            the fair market value of the Common Stock at the time such option is
            granted, or, if there was no trading in such stock on the date of
            such grant, the closing price on the last preceding day on which
            there was such trading. If an option is granted to an officer or
            employee who at the time of grant owns stock possessing more than
            ten percent of the total combined voting power of all classes of
            stock of the Company (a "10-percent Shareholder"), the purchase
            price shall be at least 110 percent of the fair market value of the
            stock subject to the option.

            (b) Duration of Option. Each option by its terms shall not be
            exercisable after the expiration of ten years from the date such
            option is granted. In the case of an option granted to a 10-percent
            Shareholder, the option by its terms shall not be exercisable after
            the expiration of five years from the date such option is granted.

            (c) Options Nontransferable. Each option by its terms shall not be
            transferable by the participant otherwise than by will or the laws
            of descent and distribution and shall be exercisable, during the
            participant's lifetime, only by the participant, the participant's
            guardian or the participant's legal representative. To the extent


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            required for the option grant and/or exercise to be exempt under
            Rule 16b-3, options (or the shares of Common Stock underlying the
            options) must be held by the participant for at least six months
            following the date of grant.

            (d) Exercise Terms. Each option granted under the Plan shall become
            exercisable pursuant to a vesting schedule established by the
            Committee at the time an option is granted. Options may be partially
            exercised from time to time during the period extending from the
            time they first become exercisable until the tenth anniversary
            (fifth anniversary for a 10-percent Shareholder) of the date of
            grant. The Committee may impose such other terms and conditions on
            the exercise of options as it deems appropriate to serve the
            purposes for which this Plan has been established.

            (e) Maximum Value of ISO Shares. No ISO shall be granted to an
            employee under this Plan or any other ISO plan of the Company or its
            subsidiaries to purchase shares as to which the aggregate fair
            market value (determined as of the date of grant) of the Common
            Stock which first become exercisable by the employee in any calendar
            year exceeds $100,000.

            (f) Payment of Exercise Price. An option shall be exercised upon
            written notice to the Company accompanied by payment in full for the
            shares being acquired. The payment shall be made in cash, by check
            or, if the option agreement so permits, by delivery of shares of
            Common Stock of the Company beneficially owned by the participant,
            duly assigned to the Company with the assignment guaranteed by a
            bank, trust company or member firm of the New York Stock Exchange,
            or by a combination of the foregoing. Any such shares so delivered
            shall be deemed to have a value per share equal to the fair market
            value of the shares on such date. For this purpose, fair market
            value shall equal the closing price of the Company's Common Stock on
            the listing exchange on the date the option is exercised, or, if
            there was no trading in such stock on the date of such exercise, the
            closing price on the last preceding day on which there was such
            trading.

                  With the approval of the Committee, the Company may loan to
            the participant a sum equal to an amount up to 100 percent of the
            purchase price of the shares so purchased, such loan to be evidenced
            by the execution and delivery of a promissory note. Interest shall
            be paid annually on the unpaid balance of the promissory note at
            such rate as shall be determined by the Committee. Such promissory
            note shall be secured by the pledge to the Company as collateral
            security of shares having an aggregate purchase price equal to or
            greater than the amount of the note. A participant shall have, as to
            such pledged shares, all rights of ownership, including dividend and
            voting rights, even though subject to the security interest of the
            Company. Such shares shall be released by the Company when the
            proportionate amount of the note secured thereby is repaid to the
            Company. All notes executed hereunder shall be payable at such times
            and in such amounts and shall contain such other terms as shall be
            designated by the Committee and stated in the option agreement.


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6. TERMS AND CONDITIONS FOR NQSOS

      Each NQSO granted under the Plan shall be evidenced by a NQSO option
agreement in such form as the Committee shall approve from time to time, which
agreement shall conform to this Plan and contain the same terms and conditions
as the ISO option agreement except that the 10-percent Shareholder restrictions
in Sections 5(a) and 5(b) and the maximum value of share rules of Section 5(e)
shall not apply to NQSO grants. To the extent an option initially designated as
an ISO exceeds the value limit of Section 5(e), it shall be deemed a NQSO and
shall otherwise remain in full force and effect.

7. TERMS AND CONDITIONS OF RESTRICTED STOCK GRANTS

      The Committee may, evidenced by such written agreement as the Committee
shall from time to time prescribe, grant to an eligible employee a specified
number of shares of the Company's Common Stock which shall vest only after the
attainment of the relevant restrictions described in Section 7(b) below
("restricted stock"). Such restricted stock shall have an appropriate
restrictive legend affixed thereto. A restricted stock grant shall be neither an
option nor a sale, but shall be subject to the following conditions and
restrictions:

      (a) Restricted stock may not be sold or otherwise transferred by the
      participant until ownership vests, provided however, to the extent
      required for the restricted stock grant to be exempt under Rule 16b-3, the
      restricted stock must be held by the participant for at least six months
      following the date of vesting.

      (b) Ownership shall vest only following satisfaction of one or more of the
      following criteria as the Committee may prescribe:

            (1)   the passage of two years, or such longer period of time as the
                  Committee in its discretion may provide, from the date of
                  grant.

            (2)   the attainment of performance-based goals established by the
                  Committee as of the date of grant. If the participant's
                  compensation is subject to the $1 million cap of Code Section
                  162(m), the Committee may establish such performance goals
                  based on one or more of the following targets:

                  o     total shareholder return

                  o     earnings per share growth

                  o     cash flow growth

                  o     return on equity and/or

                  If the participant's compensation is not subject to the $1
                  million cap of Code Section 162(m), the Committee may
                  establish the performance goal on the basis of the preceding
                  four targets or any other target it may from time to time deem
                  appropriate in its discretion.


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            (3)   any other conditions the Committee may prescribe, including a
                  non-compete requirement.

      (c) Unless the Committee shall determine otherwise with respect to
      participants whose compensation is not governed by Code Section 162(m),
      the Committee shall grant and administer all performance-based awards
      under (b)(2) above with the intent of meeting the criteria of Code Section
      162(m) for performance-based compensation. To this end, the outcome of all
      targeted goals shall be substantially uncertain on the date of grant; the
      goals shall be established no later than 90 days following the
      commencement of service to which the goals relate; the minimum period for
      attaining each performance goal shall be one year; and the Committee shall
      certify at the conclusion of the performance period whether the
      performance-based goals have been attained. Such certification may be made
      by noting the attainment of the goals in the minutes of the Committee's
      meetings.

      (d) Except as otherwise determined by the Committee, all rights and title
      to restricted stock granted to a participant under the Plan shall
      terminate and be forfeited to the Company upon failure to fulfill all
      conditions and restrictions applicable to such restricted stock.

      (e) Except for the restrictions set forth in this Plan and those specified
      by the Committee in any restricted stock agreement, a holder of restricted
      stock shall possess all the rights of a holder of the Company's Common
      Stock (including voting and dividend rights); provided, however, that
      prior to vesting the certificates representing such shares of restricted
      stock (and the amount of any dividends issued with respect thereto) shall
      be held by the Company for the benefit of the participant and the
      participant shall deliver to the Company a stock power executed in blank
      covering such shares. As the shares vest, certificates representing such
      shares shall be released to the participant. Until such time as the
      restricted shares vest, all dividends payable on such shares shall be
      reinvested in the Company's Common Stock, treated as restricted stock
      until the underlying restricted shares vest, and, upon such vesting,
      released to the participant. If the underlying shares do not vest, all
      shares purchased with the reinvested dividends shall be forfeited.

      (f) All other provisions of the Plan not inconsistent with this section
      shall apply to restricted stock or the holder thereof, as appropriate,
      unless otherwise determined by the Committee.

8. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

      The Committee may, in its discretion, award stock appreciation rights to
any eligible employee of the Company either independent of or related to ISOs or
NQSOs then being granted to him, or to be related to one or more such options
theretofore granted and at the time held unexercised by such employee.

      If an independent SAR is granted to a participant, it shall be exercisable
at such time and under such terms and conditions as may be set forth in the SAR
agreement. Upon exercise, the participant shall receive an amount (in cash or in
Common Stock, or a combination thereof, all in the sole discretion of the
Committee) equal to 100% of the excess of:


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      (a)   the fair market value per share of the Company's Common Stock on the
            date of exercise of such right, multiplied by the number of shares
            with respect to which the right is being exercised, over

      (b)   the aggregate option exercise price for such number of shares.

      If a SAR is granted in conjunction with an option, it shall entitle him to
receive payment from the Company in accordance with the following provisions,
the terms of the SAR agreement and such additional terms and conditions as the
Committee shall determine from time to time:

      (c)   A related SAR granted hereunder may be made part of an option at the
            time of grant of the option or at any time thereafter up to six
            months prior to the expiration of the option.

      (d)   Such related SAR will entitle the holder to elect to receive, in
            lieu of exercising the option to which it relates, an amount (in
            cash or in Common Stock, or a combination thereof, all in the sole
            discretion of the Committee) equal to 100% of the excess of:

            (1)   the fair market value per share of the Company's Common Stock
                  on the date of exercise of such right, multiplied by the
                  number of shares with respect to which the right is being
                  exercised, over

            (2)   the aggregate option exercise price for such number of shares.

      (e)   Such related SAR will be exercisable only to the extent that it has
            a positive value and the option to which it relates is exercisable,
            except that no SAR shall be exercisable during the first six (6)
            months after the date of its grant.

      (f)   Upon exercise of a related SAR, the option (or portion thereof) with
            respect to which such right is exercised shall be surrendered and
            shall not thereafter be exercisable.

      (g)   The exercise of a related SAR will reduce the number of shares
            purchasable pursuant to the related option and available under the
            Plan to the extent of the number of shares with respect to which the
            right is exercised.

9. GENERAL RESTRICTION ON ISSUANCE OF STOCK CERTIFICATES

      The Company shall not be required to deliver any certificate upon the
grant, vesting or exercise of any award or option until it has been furnished
with such opinion, representation or other document as it may reasonably deem
necessary to insure compliance with any law or regulation of the Securities and
Exchange Commission or any other governmental authority having jurisdiction
under this Plan. Certificates delivered upon such grant or exercise may bear a
legend restricting transfer absent such compliance. Each award shall be subject
to the requirement that, if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of the shares
subject to such award upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in


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connection with, the granting of such awards or the issue or purchase of shares
thereunder, such awards may not vest or be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee in
the exercise of its reasonable judgment.

10. IMPACT OF TERMINATION OF EMPLOYMENT

      (a) Options

      If the employment of a participant terminates by reason of the
participant's disability or death, any option may be exercised, in the case of
disability, by the participant or, in the case of death, the participant's
designated beneficiary (or personal representative if there is no designated
beneficiary) at any time prior to the earlier of the expiration date of the
option or the expiration of one year after the date of disability or death, but
only if, and to the extent that the participant was entitled to exercise the
option at the date of disability or death. If the employment of a participant
terminates on account of retirement, all of the participant's outstanding
options shall become immediately vested and these options together with
previously vested but unexercised options may be exercised prior to the earlier
of the expiration date of the option or the expiration of 13 months from the
date of retirement. For this purpose, "retirement" means any termination of
employment on or after a participant is entitled to receive an early retirement
benefit under any defined benefit pension plan maintained by the Company or an
affiliate in which the participant has any accrued benefit. If the participant
does not have an accrued benefit in any such plan, "retirement" means the
participant's termination of employment on or after he has reached age 55. Upon
termination of the participant's employment for any reason other than
retirement, disability or death, all nonvested options held by the participant
shall be forfeited and any options that are vested on the date of termination
may be exercised prior to the earlier of the expiration date of the option or
the expiration of 90 days from the date of termination. An option that remains
exercisable after the expiration of three months from termination of employment
shall be treated as a NQSO after three months even if it would have been treated
as an ISO if exercised within three months of termination. Notwithstanding the
foregoing, an option may not be exercised after retirement if the Committee
reasonably determines that the termination of employment of such participant
resulted from willful acts, or failure to act, by the participant detrimental to
the Company or any of its subsidiaries.

      (b) SARs

            A participant or, in the event of his death, his beneficiary, may
      exercise SARs under the same circumstances and according to the same terms
      and conditions as apply to the exercise of options following termination
      of employment.

      (c) Restricted Stock Grants

            (i) Passage of Time Vesting. If a participant has been awarded
      restricted stock whose vesting is conditioned solely on the passage of
      time, any termination of employment for any reason, shall result in the
      forfeiture of all restricted stock awards that were not vested prior to
      the termination of employment except as otherwise provided by the
      Committee.


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            (ii) Performance-Based Vesting. If a participant has been awarded
      restricted stock whose vesting is based solely on the attainment of
      performance-based goals or partly on the attainment of performance-based
      goals and partly on the passage of time, any termination of employment
      except death, disability or retirement on or after age 62 (or early
      retirement after age 55) shall result in the forfeiture of all restricted
      stock awards that were not vested prior to the termination of employment.
      A participant who terminates employment on account of death, disability or
      retirement may, if the performance-based criteria are eventually attained,
      be awarded (or, in the event of death, the participant's designated
      beneficiary or personal representative if there is no designated
      beneficiary shall be awarded) up to a pro rata portion of the restricted
      shares based on the participant's length of service as of his or her
      termination of employment over the length of the award period ending on
      the date the performance-based criteria are satisfied (or the passage of
      time would have been satisfied, if later, for an award based in part on
      performance goals and in part on the passage of time). The Committee shall
      have the discretion whether to grant a full pro rata portion of the
      restricted shares, a lesser portion or no shares at all under this
      subsection (c)(ii).

      (d) Acts Not Constituting Termination of Employment.

            Unless otherwise determined by the Committee, an authorized leave of
      absence shall not constitute a termination of employment for purposes of
      this Plan. In addition, participants who transfer employment within the
      Financial Institutions group of companies shall not be considered to have
      terminated employment. Any such transferred participants shall remain
      eligible to exercise previously granted options and to vest in restricted
      stock awards in accordance with their terms as if no termination occurred
      and shall be eligible to receive additional awards pursuant to the terms
      of employment with their new employer.

      (e) Effect on Outstanding Loans

            If employment of the participant terminates for any reason other
      than disability, retirement or death, any unpaid balance remaining on any
      promissory note used in the purchase of stock shall become due and payable
      upon not less than three months' notice from the Company, which notice may
      be given at any time after such termination; provided, however, that,
      unless the note has an earlier due date, such unpaid balance on such
      promissory note shall become due and payable five years from the date of
      such termination. In the case of termination due to death, any unpaid
      balance remaining on such note on the date of death shall become due and
      payable one year from such date.


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11. ADJUSTMENT OF SHARES

      In the event of any change in the Common Stock of the Company by reason of
any stock dividend, stock split, recapitalization, reorganization, merger,
consolidation, splitup, combination, or exchange of shares, or rights offering
to purchase Common Stock at a price substantially below fair market value, or of
any similar change affecting the Common Stock, the number and kind of shares
authorized under Section 4, the number and kind of shares which thereafter are
subject to an award under the Plan and the number and kind of unexercised
options and unvested shares set forth in awards under outstanding agreements and
the price per share shall be adjusted automatically consistent with such change
to prevent substantial dilution or enlargement of the rights granted to, or
available for, participants in the Plan.

12. WITHHOLDING TAXES

      All cash payments upon the exercise of SARs are subject to the customary
federal, state and/or local income and employment taxes to which compensation
payments are subject. Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan, or whenever restricted stock
vests, the Company shall have the right to require the recipient to remit to the
Company an amount sufficient to satisfy any federal, state and/or local income
and employment withholding tax requirements prior to the delivery of any
certificate or certificates for such shares or to take any other appropriate
action to satisfy such withholding requirements. Notwithstanding the foregoing,
subject to such rules as the Committee may promulgate and compliance with any
requirements under Rule 16b-3, the recipient may satisfy such obligation in
whole or in part by electing to have the Company withhold shares of Common Stock
from the shares to which the recipient is otherwise entitled.

13. NO EMPLOYMENT RIGHTS

      The Plan and any awards granted under the Plan shall not confer upon any
participant any right with respect to continuance as an employee of the Company
or any subsidiary, nor shall they interfere in any way with the right of the
Company or any subsidiary to terminate the participant's position as an employee
at any time.

14. RIGHTS AS A SHAREHOLDER

      The recipient of any option under the Plan shall have no rights as a
shareholder with respect thereto unless and until certificates for the
underlying shares of Common Stock are issued to the recipient. The recipient of
a restricted stock grant shall have all rights of a shareholder except as
otherwise limited by the terms of this Plan.

15. AMENDMENT AND DISCONTINUANCE

      This Plan may be amended, modified or terminated by the Committee or by
the shareholders of the Company, except that the Committee may not, without
approval of the shareholders, materially increase the benefits accruing to
participants under the Plan, increase the maximum number of shares as to which
awards may be granted under the Plan, change the basis for making
performance-based awards for participants whose compensation is subject to
Section 162(m), change the minimum exercise price of options, change the class
of eligible persons, extend the period


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for which awards may be granted or exercised, or withdraw the authority to
administer the Plan from the Committee or a committee of the Committee
consisting solely of outside directors unless the Board determines that inside
directors may serve on the Committee. Notwithstanding the foregoing, to the
extent permitted by law, the Committee may amend the Plan without the approval
of shareholders, to the extent it deems necessary to cause the Plan to comply
with Securities and Exchange Commission Rule 16b3 or any successor rule, as it
may be amended from time to time. Except as required by law, no amendment,
modification, or termination of the Plan may, without the written consent of a
participant to whom any award shall theretofore have been granted, adversely
affect the rights of such participant under such award.

16. CHANGE IN CONTROL

            (a) Notwithstanding other provisions of the Plan, in the event of a
change in control of the Company (as defined in subsection (c) below), all of a
participant's restricted stock awards shall become immediately vested to the
same extent as if all restrictions had been satisfied and all options shall
become immediately vested and exercisable, unless directed otherwise by a
resolution of the Committee adopted prior to and specifically relating to the
occurrence of such change in control.

            (b) In the event of a change in control each participant holding an
exercisable option (i) shall have the right at any time thereafter during the
term of such option to exercise the option in full notwithstanding any
limitation or restriction in any option agreement or in the Plan, and (ii) may,
subject to Committee approval and after written notice to the Company within 60
days after the change in control, or, if the participant is an officer subject
to Section 16 of the Exchange Act and to the extent required to exempt the
transaction under Rule 16b-3, during the period beginning on the third business
day and ending on the twelfth business day following the first release for
publication by the Company after such change of control of a quarterly or annual
summary statement of earnings, which release occurs at least six months
following grant of the option, whichever period is longer, receive, in exchange
for the surrender of the option or any portion thereof to the extent the option
is then exercisable in accordance with clause (i), an amount of cash equal to
the difference between the fair market value (as determined by the Committee) on
the date of surrender of the Common Stock covered by the option or portion
thereof which is so surrendered and the option price of such Common Stock under
the option.

            (c) For purposes of this section, "change in control" means:

      1) there shall be consummated

            i. any consolidation or merger of the Company in which the Company
            is not the continuing or surviving corporation or pursuant to which
            any shares of the Company's common stock are to be converted into
            cash, securities or other property, provided that the consolidation
            or merger is not with a corporation which was a whollyowned
            subsidiary of the Company immediately before the consolidation or
            merger; or

            ii. any sale, lease, exchange or other transfer (in one transaction
            or a series of related transactions) of all, or substantially all,
            of the assets of the Company; or


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      2) the shareholders of the Company approve any plan or proposal for the
      liquidation or dissolution of the Company; or

      3) any person (as such term is used in Sections 13(d) and 14(d) of the
      Exchange Act) shall become the beneficial owner (within the meaning of
      Rule 13d3 under the Exchange Act), directly or indirectly, of 20% or more
      of the Company's then outstanding common stock, provided that such person
      shall not be a wholly owned subsidiary of the Company immediately before
      it becomes such 20% beneficial owner; or

      4) individuals who constitute the Company's Board of Directors on the date
      hereof (the "Incumbent Board") cease for any reason to constitute at least
      a majority thereof, provided that any person becoming a director
      subsequent to the date hereof whose election, or nomination for election
      by the Company's shareholders, was approved by a vote of at least three
      quarters of the directors comprising the Incumbent Board (either by a
      specific vote or by approval of the proxy statement of the Company in
      which such person is named as a nominee for director, without objection to
      such nomination) shall be, for purposes of this clause (d), considered as
      though such person were a member of the Incumbent Board.

17. EFFECTIVE DATE

      The effective date of the Plan shall be the date this Plan is approved by
the affirmative vote of the owners of a majority of the Company's outstanding
shares of Common Stock.

18. DEFINITIONS

      Any terms or provisions used herein which are defined in Sections 83,
162(m), 421, or 422 of the Internal Revenue Code as amended, or the regulations
thereunder or corresponding provisions of subsequent laws and regulations in
effect at the time awards are made hereunder, shall have the meanings as therein
defined.

19. GOVERNING LAW

      To the extent not inconsistent with the provisions of the Internal Revenue
Code that relate to awards, this Plan and any award agreement adopted pursuant
to it shall be construed under the laws of the State of New York.


Dated: May 11, 1999                    FINANCIAL INSTITUTIONS, INC.


                                       By: /s/ Peter G. Humphrey
                                           ---------------------
                                           Peter G. Humphrey


                                       Title: President & CEO

Date of Shareholder Approval: May 27, 1999


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