EX-10.2
(Exhibit 10.2)

                          FINANCIAL INSTITUTIONS, INC.

                      1999 DIRECTORS' STOCK INCENTIVE PLAN

            Financial Institutions, Inc. hereby establishes the Financial
Institutions, Inc. 1999 Directors' Stock Incentive Plan (the "Plan") as follows:

1. PURPOSE

The purpose of the Plan is to enable Financial Institutions, Inc. (the "Company)
to attract and retain outside directors and provide them with an incentive to
maintain and enhance the Company's long term performance record. It is intended
that this purpose will best be achieved by granting eligible directors
nonqualified stock options ("options" or "awards") under this Plan pursuant to
the rules set forth in Section 83 of the Internal Revenue Code, as amended from
time to time.

2. ADMINISTRATION

The Plan shall be administered by the Company's Board of Directors (the
"Board"). Subject to the provisions of the Plan, the Board shall possess the
authority, in its discretion, (a) to prescribe the form of the stock option
agreements, including any appropriate terms and conditions applicable to these
awards, and to make any amendments to such agreements or awards; (b) to
interpret the Plan; (c) to make and amend rules and regulations relating to the
Plan; and (d) to make all other determinations necessary or advisable for the
administration of the Plan. The Board's determinations shall be conclusive and
binding. No member of the Board shall be liable for any action taken or decision
made in good faith relating to the Plan or any award granted hereunder.

3. ELIGIBLE DIRECTORS

Members of the Board of Directors of the Company and the directors of its
subsidiaries who, in either case, are not also employees of the Company or its
subsidiaries are eligible to participate in this Plan.

4. SHARES AVAILABLE

An aggregate of 500,000 shares of the Common Stock (par value $.01 per share) of
the Company (subject to substitution or adjustment as provided in Section 8
hereof) shall be available for the grant of awards under the Plan. Such shares
may be authorized and unissued shares. If an option expires, terminates or is
cancelled without being exercised, new options may thereafter be granted
covering such shares. No award may be granted more than ten years after the
effective date of the Plan.

5. TERMS AND CONDITIONS OF OPTIONS

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

            (a) Number of Shares. As soon as administratively practicable on or
            following the Company's initial public offering and following the
            date of each annual meeting of shareholders thereafter, each
            newly-elected or continuing eligible director of the Company shall
            receive an option to purchase shares of the Company's Common Stock.
            An eligible director


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            of the Company who begins Board service on a date other than the
            date of an annual meeting of shareholders shall receive a pro rata
            grant to cover the partial year remaining to the date of the next
            annual meeting of shareholders. The number of shares subject to such
            option shall be 1000 multiplied by a fraction (not to exceed 1.0),
            the numerator of which is the number of full or partial months in
            the period commencing on the first day of the month following the
            new Board member's appointment and ending on the next annual meeting
            of shareholders and the denominator of which is twelve. Any
            fractional share shall be rounded up to the next highest whole
            number of shares.

            An eligible director of a subsidiary of the Company shall be granted
            such number of options at such times and under such terms and
            conditions consistent with the subsequent provisions of this Plan as
            the Compensation Committee of Company's Board of Directors, or the
            full Board, may in its sole discretion determine to grant. The
            number of such options as may be granted and their terms and
            conditions need not be uniform among the directors of the different
            subsidiaries or among the directors on a single subsidiary board.

            (b) 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.

            (c) 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.

            (d) 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.

            (e) Exercise Terms. Each option granted under the Plan shall become
            exercisable pursuant to a vesting schedule set forth in the option
            agreement. Options may be partially exercised from time to time
            during the period extending from the time they first become
            exercisable until the tenth anniversary of the date of grant.

            (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 registered in the name of 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.

6. GENERAL RESTRICTION ON ISSUANCE OF STOCK CERTIFICATES

The Company shall not be required to deliver any certificate upon the grant of
any award, the exercise of an option or the satisfaction of any condition with
respect to any award 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


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authority having jurisdiction under this Plan. Certificates delivered upon such
grant, exercise or satisfaction of any condition may bear a legend restricting
transfer absent such compliance. Each award shall be subject to the requirement
that, if at any time the Board 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 connection with, the granting of such award or the issue or
purchase of shares thereunder, such award may not be granted or 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 Board of Directors in the exercise of its reasonable judgment.

7. TERMINATION OF EMPLOYMENT

If a director dies, either before or after termination as a director, resigns
from the Board as a result of a conflict of interest or is removed from the
Board for cause, any option may be exercised by the director or by the
director's personal representative, as the case may be, at any time prior to the
earlier of the expiration date of the option or the first anniversary of the
director's date of death, resignation or removal but only if, and to the extent
that, the director was entitled to exercise the option at the date of death,
resignation or removal. If a director's employment as a director terminates for
any reason other than death, resignation due to a conflict or removal for cause,
option rights shall continue to vest in accordance with the terms of the option
agreement without regard to the termination of employment and may be exercised
by the director pursuant to the terms of that agreement.

8. 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 shares set forth
in options 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.

9. NO EMPLOYMENT RIGHTS

The Plan and any awards granted under the Plan shall not confer upon any
director any right with respect to continuance as a director of the Company, nor
shall they interfere in any way with any right the Company may have to terminate
the director's position as a director at any time.

10. RIGHTS AS A SHAREOWNER

The recipient of any option under the Plan shall have no rights as a shareowner
with respect thereto unless and until certificates for shares of Common Stock
are issued to the recipient.

11. AMENDMENT AND DISCONTINUANCE

This Plan may be amended, modified or terminated by the shareholders of the
Company or by the Company's Board of Directors, provided that Plan provisions
relating to the amount, price and timing of awards may not be amended more than
once every six months other than to comport with changes in the Internal Revenue
Code or the regulations thereunder and provided further that the Board may not,
without approval of the shareowners, materially increase the benefits accruing
to participants under the Plan, increase the maximum number of shares as to
which awards may be granted


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under the Plan, change the minimum exercise price, change the class of eligible
persons, extend the period for which options may be granted or exercised, or
withdraw the authority to administer the Plan from the Board or a Committee of
the Board. Notwithstanding the foregoing, to the extent permitted by law, the
Board may amend the Plan without the approval of shareowners, 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 director to whom any option shall
theretofore have been granted, adversely affect the rights of such director
under such option.

12. 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 options shall become immediately vested and exercisable unless
directed otherwise by a resolution of the Board 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
Board approval and after written notice to the Company within 60 days after the
change in control, or during the period beginning on the third business day and
ending 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 Board) 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

            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 Securities Exchange Act of 1934, as amended (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 Board on the date hereof (the
      "Incumbent Board") cease for any reason to constitute at least a majority


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      thereof, provided that any person becoming a director subsequent to the
      date hereof whose election, or nomination for election by the Company's
      shareowners, 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.

13. 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.

14. DEFINITIONS

Any terms or provisions used herein which are defined in Section 83 of the
Internal Revenue Code as amended, or the regulations thereunder or corresponding
provisions of subsequent laws and regulations in effect at the time options are
made hereunder, shall have the meanings as therein defined.

15. GOVERNING LAW

To the extent not inconsistent with the provisions of the Internal Revenue Code
that relate to nonqualified stock options and stock grants, this Plan and any
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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