CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
FINANCIAL INSTITUTIONS, INC.
Under Section 805 of the Business Corporation Law
The undersigned, being the President of Financial Institutions, Inc. does hereby certify that:
1. The name of the corporation is FINANCIAL INSTITUTIONS, INC. (the “Corporation”).
2. The Certificate of Incorporation was filed by the New York Department of State on September 15, 1931.
3. The Certificate of Incorporation is hereby amended to establish and designate a class of preferred stock
and to set forth the designation and number of shares of such series, and the voting and other powers, preferences
and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the
shares of such series.
Paragraph FOURTH (b) is added to the Certificate of Incorporation and shall read in its entirety as
“(b) Part 1. Designation and Number of Shares There is hereby established out of the authorized and unissued
shares of Class A Preferred Stock of the Corporation a series of preferred stock designated as the “Fixed Rate
Cumulative Perpetual Preferred Stock, Series A” (the “ Designated Preferred Stock ”). The authorized number of
shares of Designated Preferred Stock shall be Seven Thousand Five Hundred Three (7,503) shares.
Part 2. Standard Provisions .
Section 1. General Matters . Each share of Designated Preferred Stock shall be identical in all respects to
every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual,
subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of
Designations. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior
to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any
dissolution, liquidation or winding up of the Corporation.
Section 2. Standard Definitions . As used h