FINANCIAL INSTITUTIONS INC
EXHIBIT 10.5 EMPLOYMENT AGREEMENT/COOPER
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>cooperempl.txt
<DESCRIPTION>EXHIBIT 10.5 EMPLOYMENT AGREEMENT/COOPER
<TEXT>
EX-10.5
(Exhibit 10.5)  Employment Agreement-Jon J. Cooper

                                                                  Amended 6/2001

                              EMPLOYMENT AGREEMENT


         This Employment Agreement (the "Agreement") is made and entered into as
of the 15th day of March, 2000, between WYOMING COUNTY BANK ("Employer"), a bank
chartered under the laws of New York having its principal office at 55 North
Main Street, Warsaw, New York 14569 and JON J. COOPER ("Executive"), an
individual residing at 3244 Dick Road, Warsaw, New York 14569.


         WHEREAS, Employer wishes to employ Executive in an executive capacity,
as its President, and Executive wishes to accept such employment on the terms
and conditions set forth herein;

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

         1. Effective Date; Term.

         1.1 Effective Date. This Agreement shall be effective commencing on the
date hereof (the "Effective Date").

         1.2 Initial Term. Employer employs Executive, and Executive accepts
such employment, for a three (3) year period commencing on the Effective Date
(the "Initial Term").

         1.3 Renewal Term. This Agreement will automatically renew for
successive three year terms (each a "Renewal Term") upon the expiration of the
Initial Term or a subsequent Renewal Term unless either party provides written
notice to the other at least ninety (90) days before the end of the Initial Term
or Renewal Term that such party does not intend to renew this Agreement upon the
expiration thereof.

         1.4 Termination. This Agreement may be terminated prior to the
expiration of the Initial Term or any Renewal Term as provided in Sections 4.1
and 4.4 of this Agreement (see Early Retired Employee).

         2. Scope of Employment.

         2.1 Position and Duties. During the term of this Agreement, Employer
shall employ Executive to serve as the President of Employer. In such capacity,
Executive shall perform such executive, administrative and operational duties as
may be assigned to Executive from time to time by the Board of Directors of
Employer, provided that such assignments are materially consistent with the
current job description.

         2.2 Exclusive Efforts. Executive agrees to serve Employer faithfully
and to the best of Executive's ability and to devote Executive's entire business
time, attention and efforts to the interests and business of Employer, its
subsidiaries and their affiliates.

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         2.3 Compliance with Laws. Executive agrees at all times to strictly
adhere to and perform all his duties in accordance with applicable laws, rules
and regulations and the written policies and procedures of Employer in effect
from time to time.

         3. Compensation, Benefits and Expenses.

         3.1 Base Salary. Except as otherwise provided in this Agreement, during
the period from the Effective Date through December 31, 2000 (the "First Year")
Employer shall pay to Executive a base salary at a rate of $164,300 per year
(the "Base Salary"). The Base Salary may be increased, in the sole discretion of
Employer, in a manner comparable to other senior executives, during the
remainder of the terms of this Agreement, but may not be decreased. Employer
shall pay the Base Salary to Executive in equal installments pursuant to
Employer's standard payroll policies and Executive's salary shall be subject to
such withholding or deductions as may be mutually agreed between Employer and
Executive or required by law.

         3.2 Bonus. In addition to the salary set forth in Section 3.1,
Executive may receive bonuses as follows:

         3.2.1 If the Employer meets or exceeds target performance factors
         pursuant to the Employer's Senior Management Incentive Compensation
         Plan, the Executive shall be paid a bonus which shall be determined by
         the Compensation Committee of the Board of Directors of Employer.

         3.2.2 The bonus earned by Executive each year during the term of this
         Agreement, if any, shall be paid to Executive in a lump sum promptly
         after the Employer's audited annual financial results are publicly
         disclosed.

         3.2.3 Payment of any bonus shall be subject to such withholding or
         deductions as may be mutually agreed between Employer and Executive or
         required by law.

         3.3 Incentive Stock Plan Benefits. During the period of his employment,
Executive shall be entitled to receive grants of options under any incentive
stock plan operated by Financial Institutions, Inc. ("FII") for its employees
and those of its subsidiaries, in such amounts as may be determined by the FII
Board of Directors or the FII Compensation Committee in a manner comparable to
other senior executives of FII.

         3.4 Fringe Benefits. During the period of his employment, Executive
shall be entitled to participate in FII's plans for the welfare and benefit of
its employees to the extent Executive satisfies the requirements provided in
such health plans, including health standards, and other qualifications for
participation. In the event Executive becomes a "Retired Early Employee" as
defined in subparagraph 4.4.1, or is terminated for reasons other than those set
forth in subparagraphs 4.1.3, 4.1.4, 4.1.6 or 4.1.7 health insurance and dental
benefits will be continued as if Executive continued to remain an employee for
the remainder of the Initial Term or Renewal Term then in effect, or until
Executive obtains a position offering comparable benefits, whichever occurs
first.

         3.5 Vacation and Holidays. During the term of this Agreement, Executive
shall accrue paid vacation in accordance with Employer's policies of four (4)
weeks per calendar year. Executive shall be entitled to take accrued vacation
days and paid holidays in accordance with

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Employer's policies applicable to its employees generally. Executive may not
carry forward vacation days from year to year.

         3.6 Expenses. During the term of this Agreement, Employer authorizes
Executive to incur reasonable and necessary out-of-pocket business expenses in
the course of performing his duties and rendering services hereunder in
accordance with Employer's policies with respect thereto, and Employer shall
reimburse Executive for all such expenses, provided (i) such expenses and the
purpose for which they were incurred, are in accordance with Employer's
policies, and (ii) Executive timely submits to Employer expense reports and
substantiation of the expenses in accordance with Employer's policies.

         3.7 Country Club Dues and Automobile Expenses. During the term of this
Agreement, Employer shall reimburse Executive for monthly membership dues at a
country club of Executive's choosing, and shall provide Executive with use of a
suitable automobile.

         4. Termination of Employment.

         4.1 Events of Termination. Executive's Employment by Employer shall
terminate at the expiration of the Initial Term or any Renewal Term provided
timely notice is given as provided in Section 1.3 and shall terminate prior to
the expiration of the then current term, if any of the following occur:

         4.1.1    the death of Executive;

         4.1.2    the date on which Executive is (i) determined to be
                  "permanently disabled" as defined under the disability
                  insurance policy covering Executive, or (ii) if Executive is
                  not covered by any such disability policy, Executive is
                  determined to be "totally disabled" by the Board of Directors
                  of Employer based upon the advice of a board certified
                  physician reasonably acceptable to Employer and Executive or
                  his legal representative, which may include a determination
                  that Executive is or may be unable, because of physical or
                  mental illness or incapacity or otherwise, to fulfill his
                  duties under this Agreement for six consecutive months

         4.1.3    the commission by Executive of, or the determination by the
                  Board of Directors, based on reasonable evidence of misconduct
                  as presented by a law enforcement agency, or as a result of an
                  internal or external audit or investigation, that the
                  Executive has committed (i) a criminal offense involving the
                  violation of state or federal law, (ii) a breach of fiduciary
                  duty, (iii) a material act of dishonesty, fraud or
                  misrepresentation, or (iv) any act of moral turpitude which
                  the Board of Directors determines has or may be reasonably
                  expected to have a material detrimental impact on Employer's
                  business or operations, or which may prevent, because of its
                  demonstrated or demonstrable effect on employees, regulatory
                  agencies or customers, Executive from effectively performing
                  his executive and other duties under this Agreement;

         4.1.4    Executive materially neglects to satisfactorily perform the
                  duties which Executive is required to perform under this
                  Agreement or performs such duties other than in good faith, as
                  determined by the Board of Directors. The Board will provide a
                  written notice to the Executive, specifying the unsatisfactory
                  performance and

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                  suggest what must be done to improve and maintain such
                  performance. The written notice will also specify the time
                  period (considered probationary period) given the Executive to
                  correct such conduct.

         4.1.5    the termination of Executive's employment by Employer during
                  the term of this Agreement for any reason without cause other
                  than pursuant to Sections 4.1.1, 4.1.2, 4.1.3 or 4.1.4;

         4.1.6    Executive's resignation or retirement; or

         4.1.7    the mutual consent to such termination in writing by Executive
                  and Employer.

         4.2 Time of Termination. Executive's employment with Employer shall
terminate immediately upon Executive's death, upon written notice of termination
from Employer or Executive upon the occurrence of an event specified in Sections
4.1.2, 4.1.3, 4.1.5 or 4.1.6, upon the expiration of the cure period specified
in Section 4.1.4, on the date specified in the agreement terminating Executive's
employment pursuant to Section 4.1.7, or upon expiration of the Initial Term or
a Renewal Term if timely notice is given pursuant to Section 1.3 (as applicable,
the "Termination Date"). Employer's and Employee's obligations under this
Agreement shall terminate upon such termination of employment without any
further action by the parties except to the extent specifically provided herein.

         4.3 Effect of Termination of Employment. Following the Termination
Date:

         4.3.1 Executive shall return all property of Employer as provided in
Section 6 of this Agreement;

         4.3.2 Executive's base salary shall cease to accrue;

         4.3.3 Subject to Section 4.4, the Board of Directors shall pay an
         appropriate bonus to Executive as his bonus or other incentive
         compensation for the period through the Termination Date computed
         consistently with the manner in which Executive's bonus or incentive
         compensation would have been determined for such period, as defined in
         Section 3.2, if Executive's employment had not terminated;

         4.3.4 Executive's participation in FII's benefit plans shall cease
         except as required by law, the terms of the plan(s) or as provided in
         subparagraph 3.4 of this Agreement;

         4.3.5 Executive shall cease to accrue vacation days and shall be paid
         for unused vacation time accrued in accordance with Employer's policies
         applicable to employees generally; and

         4.3.6 Executive shall submit any claims for reimbursement of business
         expenses incurred in accordance with Section 3.5 within the time period
         required under Employer's policies generally or Employer will not be
         obligated to reimburse such expenses.

         4.3.7 In the case of an Early Termination, the Employer shall have no
         further liability to Executive hereunder, except as explicitly stated
         in this Agreement, other than for earned but unpaid compensation and
         those benefits (accrued but unpaid) to which Executive is

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         entitled under this Agreement through the Termination Date, including
         termination in the cases listed in Section 3.4, continued fringe
         benefits as provided in such Section 3.4.

         Upon Termination of Employment, for any reason, all split dollar
         insurance policies in effect on the Executive's life will terminate.
         The Executive shall have the right, under the terms of the split dollar
         agreement, to purchase the policies by paying to the Corporation an
         amount as defined in Article 7.1 of the Split Dollar Agreement.

         4.3.8 If, during the term of this Agreement, the Executive is
         terminated for reasons other than those set forth in subparagraphs
         4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.6 or 4.1.7, Employer shall, during the
         one year period after the Termination Date, make equal monthly payments
         or a single lump sum payment to the Executive (which shall not be
         deemed base annual salary payments) in an amount such that the present
         value of all such payments, determined as of the Termination Date,
         equals the sum of (a) the Base Salary Amount paid to Executive, and (b)
         the annual incentive compensation earned by Executive for the most
         recent tax year ending before Termination Date occurred. It shall be at
         the discretion of the Compensation Committee, as to whether the payment
         is made as a single lump sum payment or equal monthly payments.

         4.4. Change of Control and Change of Authority

         4.4.1 Retired Early Employee. If a Change of Control and Change of
         Authority, as such terms are defined in subparagraph 4.4.7 below,
         occurs during the term of the Executive's employment under this
         Employment Agreement, either the Executive, on the one hand, or
         Employer, on the other, may elect by written notice, given to the other
         party or parties, at any time within twelve (12) months after such
         Change of Control and Change of Authority, to terminate the employment
         of the Executive by Employer, whereupon the Executive will become a
         "Retired Early Employee," and will be entitled to receive such payments
         as are provided hereafter in this Section 4.4. Such election and the
         termination of the Executive's employment shall become effective on the
         first day of the second calendar month commencing after delivery of the
         notice or on such earlier date as the Executive in his sole discretion
         may specify (the "Effective Date").

         4.4.2 Cash Payments. If the Executive should become a Retired Early
         Employee hereunder, Employer shall, during the period commencing on the
         Effective Date and ending two years thereafter (the "Pay-Out Period"),
         make equal monthly payments or a single lump sum payment to the
         Executive (which shall not be deemed base annual salary payments) in an
         amount such that the present value of all such payments, determined as
         of the Effective Date, equals the sum of two times the Base Salary
         Amount paid to Executive, as such term is defined in subparagraph 4.4.7
         below, plus the sum of the annual bonus earned by Executive, for the
         most recent two (2) tax years ending before the date on which the
         Change of Control and Change of Authority occurred. The Executive shall
         request the method of payment, however, it shall be at the discretion
         of the Compensation Committee, as to whether the payment is made as a
         single lump sum payment or equal monthly payments. The payment(s)
         provided for in subparagraph 4.3.8 do not apply to Retired Early
         Employees who receive cash payment(s) pursuant to this subparagraph.

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         If at any time during the Pay-Out Period the Compensation Committee of
         the Board in its sole discretion shall determine, upon application of
         the Retired Early Employee supported by substantial evidence, that the
         Retired Early Employee is then under a severe financial hardship
         resulting from (i) a sudden and unexpected illness or accident of the
         Retired Early Employee or any of his dependents (as defined in section
         152(a) of the Internal Revenue Code), (ii) loss of the Retired Early
         Employee's property due to casualty, or (iii) other similar
         extraordinary and unforeseeable circumstance arising as a result of
         events beyond the control of the Retired Early Employee, Employer shall
         make available to the Retired Early Employee, in one (1) lump sum, an
         amount up to but not greater than the present value of all monthly
         payments remaining to be paid to him in the Pay-Out Period, calculated
         as of the date of such determination by the Compensation Committee of
         the Board, for the purpose of relieving such severe financial hardship
         to the extent the same has not been or may not be relieved by (xi)
         reimbursement or compensation by insurance or otherwise, (xii)
         liquidation of the Retired Early Employee's assets (to the extent such
         liquidation would not itself cause severe financial hardship), or
         (xiii) distributions from other benefit plans. If (a) the lump sum
         amount thus made available is less than (b) the present value of all
         such remaining monthly payments, Employer shall continue to pay to the
         Retired Early Employee monthly payments for the duration of the Pay-Out
         Period, but from such date forward such monthly payments will be in a
         reduced amount such that the present value of all such reduced payments
         will equal the difference between (b) and (a), above. The Retired Early
         Employee may elect to waive any or all payments due him under this
         subparagraph.

         4.4.3 Acceleration of Stock Options. All options and other rights that
         Executive may hold to purchase or otherwise acquire Common Stock of FII
         shall immediately become vested and exercisable in full for the total
         number of shares that are or might become purchasable thereunder, in
         each case without further condition or limitation except the giving of
         notice of exercise and the payment of the purchase price thereunder
         (but without amendment of the plan under which they were issued). At
         his discretion, Executive may elect to surrender to Employer his rights
         in any such options and rights held by him and, upon that surrender,
         Employer shall pay him an amount in cash equal to the aggregate spread
         between the exercise prices of all those options and rights and the
         value of the Common Stock purchasable thereunder (or of any other
         security into which the Common Stock has been exchanged or converted)
         as of the date of the termination of employment, the value to be
         determined by the reported last sale price of the Common Stock or that
         other security (or the mean between the reported last bid and asked
         prices) on that date on NASDAQ (or, if it is not NASDAQ, on whatever
         may then be the principal exchange or quotation system on which the
         Employer's Common Stock or that other security is traded at that time).

         4.4.4 Life Insurance Policies. Employer shall repay any policy loans
         previously taken on the Employer's insurance policies on Executive's
         life (provided that the directors of Employer were given written notice
         promptly after the making of any such loans which were made while
         Executive was the president and chief executive officer of Employer),
         and then shall transfer to Executive any and all of its right, title,
         and interest in and to all Employer life insurance policies on
         Executive's life (and upon that transfer, Executive shall be deemed to
         have released Employer from any and all obligations it then owes to him
         to maintain and pay premiums on those policies, all other provisions of
         any


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         agreements under which those policies were agreed to be maintained,
         however, to remain in effect).

                  Upon termination of employment, all split dollar policies in
         effect on the Executive's life will terminate. The Executive shall have
         the right, under the terms of the split dollar agreement, to purchase
         the policies by paying to the Corporation an amount as defined in
         Article 7.1 of the Split Dollar Agreement.

         4.4.5 Death of Retired Early Employee. If the Retired Early Employee
         dies before receiving all monthly payments payable to him under
         subparagraph 4.4(b), above, Employer shall pay to the Retired Early
         Employee's estate, one (1) lump sum payment in an amount equal to the
         present value of all such remaining unpaid monthly payments, determined
         as of the date of death of the Retired Early Employee. If the Retired
         Early Employee was receiving health insurance and dental benefits
         pursuant to paragraph 3.4 hereof at the time of death, employer shall
         continue to provide such health insurance and dental benefits to the
         dependents of the deceased Retired Early Employee for the duration
         specified in paragraph 3.4, if the Retired Early Employee had not died.

         4.4.6 Indemnification of Executive. In the event a Change of Control
         and Change of Authority occurs, Employer shall indemnify Executive for
         all reasonable legal fees and expenses subsequently incurred by
         Executive through legal counsel approved in advance by Employer [(which
         approval shall not be unreasonably withheld)] in seeking to obtain or
         enforce any right or benefit provided under this Employment Agreement,
         including but not limited to the rights and benefits provided under
         this Section 4.4 and whether or not Executive has become a Retired
         Early Employee hereunder, provided, however, that such right to
         indemnification will not apply if and to the extent that a court of
         competent jurisdiction shall determine that any such fees and expenses
         have been incurred as a result of Executive's bad faith or willful
         misconduct [or if such a court dismisses the action seeking to enforce
         the right or benefit for failure to state a claim]. Indemnification
         payments payable hereunder by Employer shall be made not later than
         thirty (30) days after a request for payment has been received from
         Executive with such evidence of indemnifiable fees and expenses as
         Employer may reasonably request.

         4.4.7 Definitions.

                  (i) The "Base Salary Amount" for purpose of this Paragraph 4.4
         shall equal the annual compensation payable by Employer to Executive
         and includable by Executive in gross income for the most recent year
         ending before the date on which the Change of Control and Change of
         Authority occurred.

                  (ii) A "Change of Control" shall be deemed to have occurred if

                                    (A) any individual corporation (other than
                           FII), partnership, trust, association, pool,
                           syndicate, or any other entity or any group of
                           persons acting in concert becomes the beneficial
                           owner, as that concept is defined in Rule 13d-3
                           promulgated by the Securities and Exchange Commission
                           under the Securities Exchange Act of 1934, as the
                           result of any one or more securities transactions
                           (including gifts and stock repurchases but excluding
                           transactions described in subdivision (B),


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                           following), of securities of FII possessing twenty
                           percent (20%) or more of the voting power for the
                           election of directors of such entity,

                                    (B) there shall be consummated any
                           consolidation, merger or stock-for-stock exchange
                           involving FII or the securities of FII in which the
                           holders of voting securities of FII immediately prior
                           to such consummation own, as a group, immediately
                           after such consummation, voting securities of FII
                           (or, if FII does not survive such transaction voting
                           securities of the corporation surviving such
                           transaction) having less than fifty percent (50%) of
                           the total voting power in an election of directors of
                           FII (or such other surviving corporation), excluding
                           securities received by any members of such group
                           which represent disproportionate percentage increases
                           in their shareholdings vis-a-vis the other members of
                           such group,

                                    (C) "approved directors" shall constitute
                           less than a majority of the entire Board of
                           Directors, with "approved directors" defined to mean
                           the members of the Board of Directors of Employer as
                           of the date of this Agreement and any subsequently
                           elected members who shall be nominated or approved by
                           a majority of the approved directors on the Board
                           prior to such election, or

                                    (D) there shall be consummated any sale,
                           lease, exchange or other transfer (in one transaction
                           or a series of related transactions, excluding any
                           transaction described in subdivision (B), above), of
                           all, or substantially all, of the assets of FII to a
                           party which is not controlled by or under common
                           control with FII.

                  (iii) A "Change of Authority" shall be deemed to have occurred
         if upon the occurrence of a Change in Control, Executive, without
         his/her written consent, is required by Employer to accept any
         demotion, loss of title, or office, reduction in his annual
         compensation or benefits, or relocation of his principal place of
         employment by more than 25 miles from its location immediately prior to
         the Change in Control; provided, however, that Executive may consent in
         writing to any such demotion, loss, reduction or relocation.

         5. Confidentiality; Inventions.

         5.1 Confidential Information. Executive has and will have access to and
participate in the development of or be acquainted with confidential or
proprietary information and trade secrets related to the business of Employer,
its subsidiaries and any affiliates (collectively, the "Companies"), including
but not limited to (i) business plans, software programs, operating plans,
marketing plans, financial reports, operating data, budgets, wage and salary
rates, pricing strategies and information, terms of agreements with suppliers or
customers and others, customer lists, reports, correspondence, tapes, disks,
tangible property and specifications owned by or used in the Companies'
businesses; (ii) operating strengths and weaknesses of the Companies' officers,
directors, employees, agents, suppliers and customers, and/or (iii) information
pertaining to future developments such as, but not limited to, research and
development, software development or enhancement, future marketing plans or
ideas, and plans or ideas for new services or products, (iv) all information
which is learned or developed by Executive in the

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course and performance of his duties under this Employment Agreement, including
without limitation, reports, information and data relating to the Employer's
acquisition strategies, and (v) other tangible and intangible property which is
used in the business and operations of the Companies but not made publicly
available (i) through (v) are, collectively, (the "Confidential Information").

         5.2 Treatment of Confidential Information; Confidentiality Agreements.
Executive shall not, directly or indirectly, disclose, use or make known for his
or another's benefit any Confidential Information of the Companies or use such
Confidential Information in any way except in the best interests of the
Companies in the performance of Executive's duties under this Agreement. In
addition, to the extent that Employer has entered into a confidentiality
agreement with any other person or entity Executive agrees to comply with the
terms of such confidentiality agreement and to be subject to the restrictions
and limitations imposed by such confidentiality agreements as if he was a party
thereto.

         5.3 Inventions. Executive shall promptly disclose both orally and in
writing to Employer all discoveries, ideas, software, developments, discoveries,
designs, improvements, innovations and inventions (collectively referred to
herein as "Inventions"), whether patentable or not, either relating to the
existing or contemplated business, products, services, plans, processes, or
procedures of Employer, or suggested by or resulting from Executive's work at
Employer, or resulting wholly or in part from the use of Employer's time,
material, facilities or ideas, which Executive made or conceived or may make or
conceive, whether or not during working hours, alone or with others, at any time
during the term of this Agreement or within one year thereafter, and Executive
agrees that all such inventions shall be the exclusive property of the Employer.

         5.4 Assignment of Inventions. Executive hereby assigns to Employer all
his rights and interests in and to all such inventions and all patents,
copyrights, trademarks or other types of intellectual property protection which
may be obtained on them, in this and all foreign countries. At Employer's
expense, but without charge to it, Executive agrees to execute, acknowledge and
deliver to Employer any specific assignments to any such inventions or other
relevant documents and to take any such further action as may be considered
necessary by Employer at any time to obtain or defend letters patent in any and
all countries, to obtain documents relating to registration, ownership or
transfer of copyrights, to vest title in such inventions in Employer or its
assigns, or to obtain for Employer any other legal protection for such
inventions.

         5.5 Survival of Obligations. The obligations of Executive under this
Section 5 shall survive the termination of Executive's employment and the
expiration or termination of this Agreement.

         6. Return of Employer's Property. Immediately upon the Termination
Date, Executive shall deliver to Employer all copies of data, information and
knowledge, including, without limitation, all notes, reference materials,
sketches, diagrams, reproductions, memoranda, documentation and records
incorporating or reflecting any Confidential Information, documents,
correspondence, notebooks, reports, computer programs, names of full-time and
part-time employees and consultants, and all other materials and copies thereof
(including computer disks and other electronic media) relating in any way to the
business of Employer in any way obtained by Executive during the period of his
employment with Employer, along with any automobile

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provided by Employer for Executive's use (the "Employer's Property"). The
Employer's Property shall belong exclusively to the Employer and shall be
delivered to the Employer immediately upon termination of Executive's employment
with the Employer, for whatever reason said termination occurs. The obligations
of Executive under this Section 6 shall survive the termination of Executive's
employment and the expiration or termination of this Agreement.

         7. Non-competition and Non-solicitation.

         7.1 Non-competition. During the term of this Agreement and during the
period for which Executive is entitled to receive compensation after the
termination of this Agreement pursuant to subparagraphs 4.3.8 or 4.4.2,
regardless of whether such compensation is paid in a lump sum rather than
monthly payments, Employee shall not engage, anywhere within New York State,
whether directly or indirectly, as principal, owner, officer, director, agent,
employee, consultant or partner, in the management of a bank holding company,
commercial bank, savings bank, credit union or any other financial services
provider that competes with FII, its subsidiaries or its products or programs
("Restricted Activities"), provided that the foregoing shall not restrict
Executive from engaging in any Restricted Activities which Employer directs
Executive to undertake or which Employer otherwise expressly authorizes. The
foregoing shall not restrict Executive from owning less than 5% of the
outstanding capital stock of any company which engages in Restricted Activities,
provided that Executive is not otherwise involved with such company as an
officer, director, agent, employee or consultant

         7.2 Scope and Breach of Non-Competition. Subject to Executive's
continuing compliance with the provisions of Section 7.1, Executive may be a
principal, owner, officer, director, agent, consultant or partner, of any
corporation, partnership or other entity. The foregoing provisions of Section
7.1 shall not be held invalid because of the scope of the territory covered, the
actions restricted thereby, or the period of time such covenant is operative. In
the event of a breach or threatened breach by the Executive of Section 7.1,
Employer shall be entitled to a temporary restraining order and an injunction
restraining Executive from the commission of such breach. Nothing herein shall
be construed as prohibiting Employer from pursuing any other remedies available
to it for such breach or threatened breach, including the recovery of money
damages.

         7.3 Non-solicitation. During the term of this Agreement and for a two
(2) year period following the Termination Date, Executive shall not, directly or
indirectly, without the written consent of Employer: (i) recruit or solicit for
employment any employee of Employer or FII or encourage any such employee to
leave their employment with Employer or FII, or (ii) solicit, induce or
influence any customer, supplier, lessor or any other person or entity which has
a business relationship with Employer or FII to discontinue or reduce the extent
of such relationship with Employer or FII.

         7.4 In the event that the Executive breaches any of the provisions of
paragraphs 7.1,7.2, or 7.3, the cash payments provided for by subparagraphs
4.3.8 or 4.4.2 shall cease immediately. Executive shall have no further
entitlement to receive cash payments pursuant to subparagraphs 4.3.8 or 4.4.2
and Employer shall have no further liability for such payments after the date of
Executive's breach.

         7.5 The Executive and the Employer believe that the restrictions and
covenants in this section are reasonable and enforceable under the
circumstances. However, if any one or more of

                                       10
<PAGE>

the provisions in this section shall, for any, reason be held to be excessively
broad as to time, duration, geographic scope, activity, or subject, it shall be
construed by limiting and reducing it so as to be enforceable to the extent
compatible with law and with the Executive's and the Employer's intentions as
stated herein.

         7.6 Survival of Obligations. The obligations of Executive and Employer
under this Section 7 shall survive the termination of Executive's employment and
the expiration or termination of this Agreement.

         8. Miscellaneous.

         8.1 Remedies. Each of the parties hereto shall have all rights and
remedies set forth in this Agreement. All remedies hereunder are cumulative and
are not exclusive of any other remedies provided by law or any other agreement
or contract to which such person is a party. Each party shall be entitled to
enforce such rights specifically (without the requirement of posting a bond or
other security), to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights granted by law. Without limiting
the generality of the foregoing, Executive specifically agrees that any breach
or threatened breach of Sections 5, 6 or 7 would cause irreparable injury to
Employer, that money damages would not provide an adequate remedy to Employer,
and that Employer shall accordingly have the right and remedy (i) to obtain an
injunction prohibiting Executive from violating or threatening to violate such
provisions, (ii) to have such provisions specifically enforced by any court of
competent jurisdiction, and (iii) to require Executive to account for and pay
over to Employer all compensation, profits, monies, accruals, increments or
other benefits derived or received by Executive as the result of any
transactions constituting a breach of such provisions.

         8.2 Entire Agreement; Amendments and Waivers. This Agreement (including
the schedule hereto) represents the entire understanding and agreement between
the parties hereto with respect to the subject matter hereof and can be amended,
supplemented or changed, and any provision hereof can be waived, only by a
written instrument making specific reference to this Agreement signed by the
party against whom enforcement of any such amendment, supplement, modification
or waiver is sought. The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. No
failure on the part of any party to exercise, and no delay in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of such right, power or remedy by such party
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.

         8.3 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York without reference to its
principles of conflicts of law.

         8.4 Notices. All notices, demands, solicitations of consent or
approval, and other communications hereunder shall be in writing and shall be
delivered personally, mailed, sent by telefax or sent by recognized commercial
courier (e.g., Federal Express). If delivered personally, such notice shall be
deemed to be given when delivered to the intended recipient. If delivered by
mail, such notice shall be deemed to be given five (5) days after having been
deposited in the United States mail so addressed, with postage thereon prepaid.
If delivered by telefax, such notice shall be deemed given when transmission of
the notice is complete to the telefax number

                                       11
<PAGE>

of the other party. If delivered by recognized commercial carrier, such notice
shall be deemed given one (1) day after having been delivered to a recognized
commercial carrier for overnight delivery. All such notices shall be addressed
to the address set forth in the preamble to this Agreement or to such other
address which such party shall have given to the other party for such purpose by
notice hereunder.

         8.5 Captions. The headings used in this Agreement are intended for
reference purposes only and shall not control or affect in any manner the
meaning or interpretation of any of the provisions of is Agreement.

         8.6 Severability. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of the
remaining provisions of this Agreement, and this Agreement shall be construed in
all respects as if such invalid or unenforceable provision were omitted. All
provisions of this Agreement shall be enforced to the full extent permitted by
law.

         8.7 Interpretation. The parties acknowledge and agree that: (i) each
party and its counsel reviewed and negotiated the terms and provisions of this
Agreement and have contributed to its revision; (ii) the rule of construction to
the effect that any ambiguities are resolved against the drafting party shall
not be employed in the interpretation of this Agreement; and (iii) the terms and
provisions of this Agreement shall be construed fairly as to all parties hereto,
regardless of which party was generally responsible for the preparation of this
Agreement.

         8.8 Counterparts. This Agreement may be executed in any number of
copies, each of which shall be deemed an original, and all of which together
will be deemed one and the same instrument.

         8.9 Successors and Assigns. All covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind, and
inure to the benefit of the respective successors and permitted assigns of the
parties hereto whether so expressed or not. Neither party shall transfer or
assign this Agreement or any of their rights or obligations hereunder, whether
by operation of law or otherwise, without the prior written consent of the other
party hereto. Any attempted transfer or assignment of this Agreement or any
rights or obligations hereunder in violation of this provision shall be void ab
initio.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.

                                                     WYOMING COUNTY BANK



By:/s/Peter G. Humphrey                     By:  /s/Jon J. Cooper
-----------------------------------         ------------------------------------
          Peter G. Humphrey                              Jon J. Cooper
           President & CEO                              President & CEO
     Financial Institutions, Inc.

</TEXT>
</DOCUMENT>
