8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 30, 2009

Financial Institutions, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

New York	0-26481	16-0816610
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
220 Liberty Street, Warsaw, New York		14569
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 585-786-1100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 30, 2009 Financial Institutions, Inc. ("Company") entered into an amendment to a Voluntary Retirement Agreement (the "Agreement") dated September 24, 2008 between it and James T. Rudgers, Executive Vice President and Chief of Community Banking of the Company. The amendment changes Mr. Rudgers retirement date from June 30, 2009 to September 30, 2009 and also provides employment conditions for the period July 1, 2009 through September 30, 2009. Mr. Rudgers will be paid $10,000 per month for July, August, and September 2009. The amendment also changes the period of time Mr. Rudgers will provide consulting services to the Company from a twenty-four month period beginning July 1, 2009 to a twenty-one month period beginning October 1, 2009. A copy of the amendment to the Agreement is attached as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment to Voluntary Retirement Agreement dated June 30, 2009 between Five Star Bank and James T. Rudgers

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Financial Institutions, Inc.
July 1, 2009	By:	Ronald A. Miller
		Name: Ronald A. Miller
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Amendment to Voluntary Retirement Agreement dated June 30, 2009 between Five Star Bank and James T. Rudgers

EX-10.1

AMENDMENT TO VOLUNTARY RETIREMENT AGREEMENT

This AMENDMENT TO VOLUNTARY RETIREMENT AGREEMENT (“Amendment”) amends the terms of the VOLUNTARY RETIREMENT AGREEMENT (the “Agreement”) executed on September 24, 2008, by and between FIVE STAR BANK (“FSB”) and JAMES T. RUDGERS (“Executive”).

WHEREAS, Executive is currently employed by FSB as Chief of Community Banking;

WHEREAS, Executive and FSB executed the Agreement on September 24, 2008, to establish and clarify their respective rights and obligations arising from the retirement of Executive;

WHEREAS, pursuant to the Agreement, Executive is obligated to retire on June 30, 2009;

WHEREAS, Executive and FSB wish to continue Executive’s employment in a part-time capacity after June 30, 2009;

WHEREAS, Exhibit B to the Agreement sets forth a Consulting Agreement (“Consulting Agreement”), which obligated Executive to provide certain services in the capacity of an independent contractor to Financial Institutions Inc. (“FII”) from the period of July 1, 2009 through June 30, 2011;

NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants herein contained, Executive and FSB hereby agree to amend the Agreement as follows:

1. Paragraph 1 of the Agreement shall be amended to replace such paragraph in its entirety with the following:

Effective June 30, 2009, Executive shall continue employment with FSB as a part-time employee, and such part-time employment shall continue through September 30, 2009. Until September 30, 2009, and as condition for receiving benefits under this Agreement, Executive agrees to provide continuous services to FSB on such special projects that are specified by FSB’s Chairman and Vice-Chairman. The parties agree that the services provided by Executive during this period are not expected to entail more than one day of work per week. Executive’s salary for these continued services shall be a monthly amount agreed to by Executive and FSB. Executive’s participation in all FSB fringe benefits shall cease effective September 30, 2009. On September 30, 2009, Executive shall retire as an employee of FSB.

2. Paragraph 4 of the Agreement is amended by replacing each reference to “June 30, 2009” with “September 30, 2009”.

3. Paragraph 13 of the Agreement is amended by replacing the reference to “June 30, 2009” with “September 30, 2009”.

4. Paragraph 2 of the Consulting Agreement, attached as Exhibit B to the Agreement, is amended by replacing the reference to “July 1, 2009” with “October 1, 2009”.

5. If any provision of this Amendment is held to be illegal, void or unenforceable, such provisions shall have no effect upon, and shall not impair the legality or enforceability of, any other provision of this Amendment or the Agreement.

6. This Amendment is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, representatives, successors and assigns.

7. Nothing herein is intended to alter Executive’s status as an at-will employee.

8. This Amendment shall become effective immediately upon its execution.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment.

/s/ James T. Rudgers	/s/ Peter G. Humphrey Pres & CEO
JAMES T. RUDGERS	FIVE STAR BANK
Date: 6/30/09	Date:6/30/2009