EX-10.17



 Exhibit 10.17 
 FINANCIAL INSTITUTIONS, INC. 
 2009 MANAGEMENT STOCK INCENTIVE PLAN

 2013 PERFORMANCE PROGRAM 
 AWARD CERTIFICATE 
 Financial Institutions, Inc., a New York financial
holding company (the “Company”), hereby grants to the Participant as of the Award Date set forth below, a restricted stock award to receive the Number of Shares (the “Shares”) as set forth below (the “Award”). Each
Share subject to the Award consists of a share of restricted stock issued under the 2009 Management Stock Incentive Plan (the “Plan”), which become earned and vested in accordance with the provisions of the 2013 Performance Program Master
Agreement (the “Master Agreement”). 
  

			
	Award Date:	  	 ̈
		
	 Participant:
	  	 ̈
		
	 Number of Shares:
	  	 ̈
		
	 Award Period
	  	The three-year period beginning on January 1, 2013 and ending on December 31, 2015

 Subject to the provisions of the Master Agreement, the table below sets forth the Percentage of Shares subject to the
Award that shall become Earned Shares based on achievement of the applicable Performance Requirement during the applicable Measurement Period. The Earned Shares, if any, shall become Vested Shares on the last day of the Service Period set forth
below based on continuous service to the Company through the Service Period. 
  

							
	 Percentage of Shares
	  	 Performance Requirement
	  	Measurement Period	  	Service Period
	 [50]
	  	Earnings Per Share	  	January 1, 2013 through
December 31, 2013	  	January 1, 2013 through
December 31, 2015
				
	 [50]
	  	 Relative Total
 Shareholder Return
	  	January 1, 2013 through
December 31, 2015	  	January 1, 2013 through
December 31, 2015

 The Payout Percentage below sets forth the percentage of Shares that become Earned Shares based on achievement of the
applicable Performance Requirement at threshold, target and maximum levels of performance. 
  

													
	Payout Percentage:	  	Threshold	 	 	Target	 	 	Maximum	 
		  	 	[40	]% 	 	 	[80	]% 	 	 	[100	]% 








 The Award is subject to the terms and conditions set forth in this Award Certificate, the
Plan and the Master Agreement. All terms and provisions of the Plan and the Master Agreement, as the same may be amended from time to time, are incorporated and made part of this Award Certificate. If any provision of this Award Certificate is in
conflict with the terms of the Plan or the Master Agreement, then the terms of the Plan or the Master Agreement, as applicable, shall govern. All capitalized terms used in this Award Certificate and not defined herein shall have the meanings
assigned to them in the Plan or the Master Agreement. The Participant hereby expressly acknowledges receipt of a copy of the Plan and the Master Agreement. 
 (signature page immediately follows) 







 IN WITNESS WHEREOF, the parties have executed this Award Certificate as of the Award Date.

  

			
	FINANCIAL INSTITUTIONS, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


 The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this
Award Certificate, the Master Agreement and the Plan. 
  

	
	  

	PARTICIPANT









 SCHEDULE A 
 STOCK POWER 
 FOR VALUE RECEIVED, the undersigned does hereby sell, assign
and transfer to Financial Institutions, Inc. (the “Company”), [            ] shares of the Company’s common stock represented by Certificate No.
[            ]. The undersigned authorizes the Secretary of the Company to transfer the stock on the books of the Company in the event that either: (a) any shares are forfeited under
the terms of the Company’s 2013 Performance Program Master Agreement (the “Master Agreement”); or (b) any shares are transferred to the Company in satisfaction of the withholding obligations of the undersigned as provided in the
Plan and the Master Agreement. 
  

	
	Dated:
	
	  

	 PARTICIPANT