Financial Institutions, Inc.
Stock Ownership Requirements
Amended December 14, 2005
Financial Institution Inc.’s (FII) Stock Ownership Requirements align the interests of Executives and Directors
(“participants”) with the interests of shareholders and further promotes FII’s commitment to sound corporate
FII’s Stock Ownership Requirements apply to the following positions:
III. Determination of Requirements
FII’s Stock Ownership Requirements are determined as a multiple of the Executive’s base salary, and in the case
of a non-employee Director, a flat dollar amount, and then converted to a fixed number of shares. Individual
requirements are established for each participant as follows:
These requirements have been established using the Executive’s January 1, 2005 base salary and the average
FII closing stock price for the period from January 1, 2004 through December 31, 2004, Executives and
Directors who become subject to the Stock Ownership Requirements in the future will have their individual
President and Chief Executive Officer;
Chief Financial Officer
Chief of Community Banking
Chief Risk Officer
Non-employee Directors of Financial Institutions, Inc.
Other Company executives as determined by the Management, Development & Compensation (MD&C)
Committee of the FII Board of Directors.
(1) The executive’s base salary is multiplied by the appropriate multiple:
1.0x for President/Chief Executive Officer
$50,000 for all other positions in Salary Ranges 20 and above.
That product is divided by FII’s prior 365-day average closing common stock price as reported by
NASDAQ. That amount is then rounded to the nearest 1,000 shares.
(2) Non-Employee Director of FII
This amount is divided by FII’s prior 365-day average closing common stock price as reported by NASDAQ.
That amount is then rounded to the nearest