FINANCIAL INSTITUTIONS INC
SEPARATION AGREEMENT AND RELEASE
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>d55779_ex10-1.txt
<DESCRIPTION>SEPARATION AGREEMENT AND RELEASE
<TEXT>
Exhibit 10.1

                        SEPARATION AGREEMENT AND RELEASE

IT IS HEREBY AGREED among FINANCIAL INSTITUTIONS, INC. (the "Company"), THE
NATIONAL BANK OF GENEVA (the "Bank"), and Thomas L. Kime ("Executive") that:

1.    Executive's employment with the Company and the Bank has ended effective
      February 13, 2003 (the "Termination Date").

2.    Beginning within eight days after the execution of this Agreement and
      Release (provided that if such date falls on a weekend or holiday, the
      first weekday thereafter on which the Company's offices are open for
      business), the Company will make 26 equal biweekly payments to Executive
      in the amount of $9,704.04, less standard payroll withholdings. This
      equals the sum of (a) the Base Salary Amount paid to Executive, and (b)
      the annual incentive compensation earned by the Executive for the most
      recent tax year ending before the Termination Date occurred. These
      severance payments will be made on the Company's normal pay weeks as a
      direct deposit or by check. The Company agrees to pay $52,062 in a lump
      sum, less appropriate withholding taxes, an amount which represents the
      Senior Management Incentive earned, and not yet paid, for the calendar
      year 2002. Executive may purchase the Bank vehicle, which has been
      provided for his use, for the book value of $19,486.62. The Company will
      pay Executive earned vacation of two days. The Executive will receive the
      401(k) additional Company match during the period in which severance
      payments are made, subject to the outcome of final plan testing. Regular
      pay (in the amount of $7,701.60) will be paid through February 13, 2003.
      Within 30 days of the Termination Date, the Executive may purchase any one
      or all of the split dollar policies by paying the Bank an amount equal to
      the aggregate premiums paid by the Bank as of December 31, 2002. The
      Executive will be offered continuation of his health and dental insurance
      (COBRA) at his expense. The qualifying event date is the Termination Date.
      The Executive's defined benefit pension calculation will be requested and
      forwarded to him upon receipt. The Executive may withdraw his 401(k)
      account balance if he so chooses and the Executive will be given the
      opportunity to convert his group term life insurance according to the
      terms of the plan.

3.    Executive may exercise his stock options that are vested as of the
      termination date. Vested options may be exercised at any time prior to the
      earlier of the expiration date or the expiration of 90 days from the date
      of termination as described in the Financial Institutions, Inc. Management
      Stock Incentive Plan. As provided in Paragraph 4.4.3 of that certain
      Employment Agreement between Executive and the Bank dated as of December
      1, 2000 and amended in June 2001 (the "Employment Agreement") and subject
      to applicable Company policies and procedures, Executive may elect to
      surrender to the Company his rights in any options held by him and, upon
      that surrender, be paid by the Company an amount in cash equal to the

<PAGE>

      spread between the exercise price of the options and the value of Company
      stock purchasable thereunder as of the Termination Date, as provided in
      more detail in the Employment Agreement.

4.    Immediately upon the Termination Date, Executive shall deliver to the
      Company or to the Bank, as directed by the Company, all copies of data and
      information, including, without limitation, all notes, reference
      materials, sketches, diagrams, reproductions, memoranda, documentation and
      notebooks, reports, computer programs, and all other materials and copies
      thereof (including computer disks and other electronic media) relating in
      any way to the business of the Bank and/or the Company in any way obtained
      by Executive during the period of his employment with the Bank and the
      Company and by his service as a director of the Bank and of the Company.
      The Bank's and the Company's property shall belong exclusively to the Bank
      and the Company and shall be delivered to the Company or to the Bank, as
      directed by the Company, immediately upon termination of Executive's
      employment with the Bank and the Company.

5.    For twelve (12) months following execution of this Agreement, Executive
      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 or operation of a bank holding
      company, commercial bank, savings bank, credit union or any other
      financial services provider that competes with the Company, the Bank, any
      of the Company's other subsidiaries or their products or programs as of
      the date of this Agreement ("Restricted Activities"), provided that the
      foregoing shall not restrict Executive from engaging in any Restricted
      Activities which Company directs Executive to undertake or which Company
      otherwise expressly authorizes, and provided further that this provision
      shall not prevent Executive from continuing to serve as a director of
      Finger Lakes Fire & Casualty Insurance Company. 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. Payments referenced in Paragraph
      2 above shall cease and be forfeited upon any breach by Executive of this
      provision.

6.    For a period of 18 months following the termination date, Executive shall
      not, directly or indirectly, (i) recruit or solicit for employment any
      employee of the Company or any of its subsidiaries, or encourage any such
      employee to leave their employment with the Company or any of its
      subsidiaries, or (ii) solicit, induce or influence any customer, supplier,
      lessor or any other person or entity which has a business relationship
      with the Company, or any of its subsidiaries, to discontinue or reduce the
      extent of such relationship with the Company or any of its subsidiaries.

7.    In consideration of the payments provided pursuant to Paragraph 2 hereof,
      Executive fully and completely releases the Company, the Bank and their
      respective officers, directors, employees, agents, successors, parents and
      subsidiaries ("the Company Released Parties") and, in consideration of the
      benefits conferred in this Agreement, the Company and the Bank fully and
      completely release Executive and his agents,

<PAGE>

      successors and assigns (the "Executive Released Party"), from any and all
      rights, claims, liabilities, demands, and causes of action of any kind, in
      law or in equity, which (with respect to the Company Released Parties)
      Executive, his heirs, executors, legal representatives, designated
      beneficiaries and assigns, ever had, now have, or hereafter can, shall, or
      may have against the Company Released Parties and (with respect to the
      Executive Released Party) which the Company or the Bank, their officers,
      directors, employees, agents, parent companies, successors and assigns,
      ever had, now have, or hereafter can, shall or may have against the
      Executive Released Party, for or by reason of any matter, thing, or cause
      whatsoever from the beginning of time until the date of this Agreement and
      Release, arising from or in connection with Executive's employment with
      the Bank or Company or the termination thereof, including, but not limited
      to any claims or rights, which could be asserted under any severance
      policy issued by the Company or the Bank, any claims under Title VII of
      the Civil Rights Act of 1964, as amended, the Family and Medical Leave
      Act, the Age Discrimination in Employment Act, as amended, the Employee
      Retirement Income Security Act, the Fair Labor Standards Act, the New York
      Human Rights Law, the New York Labor Law, or any other federal, state, or
      local civil rights statute, ordinance, rule, or regulation, claims for
      back pay, claims for front pay, claims for severance, pension or fringe
      benefits, claims for interest, claims for attorneys' fees and costs,
      claims for wrongful discharge or unjust dismissal, claims for breach of
      promise, claims for constructive discharge, claims for retaliation, claims
      for defamation, claims for injury to reputation, claims for intentional
      infliction of emotional distress, claims for breach of any alleged oral,
      written, or implied contract, including but not limited to the Employment
      Agreement, claims for humiliation, claims for pain and suffering, claims
      for compensatory or punitive damages, claims for harassment, or claims for
      injunctive relief. Notwithstanding the forgoing, this release shall not
      extend to any claim Executive may have based on criminal conduct of the
      Company Released Parties or to any claim the Company or the Bank may have
      based on criminal conduct of the Executive Released Party. This release
      shall not impair the rights or obligations of the parties pursuant to this
      Agreement.

8.    In further consideration of the payments provided pursuant to Paragraph 2,
      Executive specifically agrees not to commence any legal action against the
      Company, the Bank or their officers, directors, employees, agents or
      successors arising out of or in connection with Executive's employment
      with the Bank and the Company or the termination thereof, and the Company
      and the Bank, and their officers, directors, employees, agents or
      successors, in consideration of the benefits conferred under this
      Agreement, specifically agree not to commence any legal action against the
      Executive, or his agents, successors and assigns arising out of or in
      connection with Executive's employment with the Bank and the Company or
      the termination thereof. This provision is not intended to prevent the
      enforcement of any party's rights under this Agreement.

9.    Executive agrees that the contents of this Agreement and the consideration
      therefore shall be kept confidential and shall not be disclosed to any
      person or entity except Executive's spouse, his attorney, and
<PAGE>

      his accountant or tax advisor, who in turn shall be advised of this
      confidentiality provision and their responsibilities under it. Executive
      also may disclose the terms of this Agreement and the consideration
      therefore to any federal, state, and/or local taxing authority in
      connection with an audit of his tax returns involving the consideration
      provided for in this settlement or as otherwise required by law, including
      without limitation securities laws disclosure requirements. The Company
      and the Bank agree that the contents of this Agreement and the
      consideration therefore shall be kept confidential and shall not be
      disclosed to any person or entity except the members of the boards of
      directors of the Company and the Bank, senior management of the Company
      and the Bank, and legal counsel and auditors employed by the Company and
      the Bank. The Company and the Bank may also disclose the terms of this
      Agreement and the consideration therefore to any regulatory agency with
      jurisdiction over either the Company or the Bank, or as otherwise required
      by law, including without limitation securities laws disclosure
      requirements. Executive shall keep in confidence and not disclose any
      Confidential Information, as defined in paragraph 5.1 of the Employment
      Agreement (the "Confidential Information").

10.   Executive agrees that he will not make to any other person or entity any
      statement, whether oral or written, that directly or indirectly impugns
      the integrity of or reflects negatively on the Company or any of its
      subsidiaries or that denigrates, disparages or results in detriment to the
      Company or any of its subsidiaries or any of their respective officers,
      directors, employees, or agents, provided, however, that this shall not
      apply to discussions with the boards of directors of the Company or the
      Bank, regulatory agencies with jurisdiction over the Company or the Bank
      or to any communication that is required by law. The Company and the Bank
      agree that they will not make to any person or entity any statement,
      whether oral or written, that directly or indirectly impugns the integrity
      of or reflects negatively on the Executive or that denigrates, disparages
      or results in detriment to the Executive, provided, however, that this
      shall not apply to internal board discussions within the Company or the
      Bank or to discussions with regulatory agencies with jurisdiction over the
      Company or the Bank.

11.   For twelve (12) months following execution of this Agreement, Executive
      shall fully cooperate and assist with the current examination or
      subsequent examinations of the Bank conducted by the Office of the
      Comptroller of the Currency ("OCC") or other regulatory authorities having
      jurisdiction over the Company or the Bank, including attendance at
      meetings and production of notes and records that may be in Executive's
      possession. Executive shall also fully cooperate with and assist the
      Company and the Bank in any internal investigations or audits of the Bank
      and in developing revised policies and procedures for use at the Bank. To
      the extent requested by management of the Company or the Bank, Executive
      shall make himself available to provide reasonable consultative assistance
      to the Company or the Bank.

<PAGE>

12.   Executive, the Company and the Bank contemplate a complete and final end
      to their employment relationship. The payments made by the Company under
      this Agreement are in full satisfaction of all obligations of the Company
      and the Bank under the Employment Agreement or otherwise.

13.   The invalidity of any provision of this Agreement shall not affect the
      validity of any other provision thereof.

14.   This Agreement may be executed in counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same instrument.

15.   Executive shall be given an opportunity to review and comment upon those
      certain internal and external communications prepared by the Company and
      its consultants that are scheduled to be disseminated on the date of this
      Agreement announcing the retirement of Executive (the "Communications
      Plan"). Executive acknowledges that he has had an opportunity to review
      and comment upon the Communications Plan in its draft form.


<PAGE>

      EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN GIVEN AT LEAST 21 DAYS IN WHICH TO
CONSIDER SIGNING THIS SEPARATION AGREEMENT AND RELEASE. HE FURTHER ACKNOWLEDGES
THAT HE HAS HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS
CHOICE. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS CAREFULLY READ AND FULLY
UNDERSTANDS ALL THE PROVISIONS OF THIS AGREEMENT AND RELEASE AND THAT HE IS
ENTERING INTO THIS AGREEMENT AND RELEASE VOLUNTARILY AND KNOWINGLY, WITHOUT
DURESS OR COERCION, AND WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES
AND THE RIGHTS RELINQUISHED HEREUNDER. EXECUTIVE FURTHER ACKNOWLEDGES THAT THE
CONSIDERATION HE IS RECEIVING IN EXCHANGE FOR EXECUTING THIS AGREEMENT AND
RELEASE IS OF VALUE TO HIM AND IS GREATER THAN THAT TO WHICH HE MAY HAVE BEEN
ENTITLED IN THE ABSENCE OF THIS AGREEMENT AND RELEASE. EXECUTIVE FURTHER
ACKNOWLEDGES THAT HE HAS NOT RELIED UPON ANY REPRESENTATION OR STATEMENT,
WRITTEN OR ORAL, NOT SET FORTH IN THIS AGREEMENT AND RELEASE; THAT THIS
AGREEMENT AND RELEASE SETS FORTH THE ENTIRE AGREEMENT BETWEEN EXECUTIVE,
NATIONAL BANK OF GENEVA AND FINANCIAL INSTITUTIONS, INC.; AND THAT THIS
AGREEMENT AND RELEASE MAY NOT BE CHANGED ORALLY.

      EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS THE RIGHT TO REVOKE THIS
AGREEMENT WITHIN SEVEN DAYS AFTER SIGNING IT. EXECUTIVE FURTHER ACKNOWLEDGES
THAT THIS AGREEMENT AND RELEASE WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL
AFTER THE SEVEN-DAY PERIOD REFERRED TO ABOVE HAS EXPIRED.

      WITNESS MY SIGNATURE THIS 13TH DAY OF FEBRUARY, 2003.

                                                      /s/ Thomas L. Kime 2/13/03
                                                      --------------------------
                                                          THOMAS L. KIME

STATE OF NEW YORK               )`
COUNTY OF ONTARIO               )       ss:

         On February 13, 2003, before me came THOMAS L. KIME, to me personally
known and known to me to be the same person described herein and who executed
the foregoing SETTLEMENT AGREEMENT AND RELEASE, and he duly acknowledged to me
that he executed the same.


      /s/ Maureen L. Cooley
      ---------------------
          Notary Public


<PAGE>


                                              FINANCIAL INSTITUTIONS, INC.

                                              By:      /s/ Peter G. Humphrey
                                                       -------------------------
                                              Title:   Chairman, President & CEO
                                                       -------------------------

STATE OF NEW YORK )
COUNTY OF WYOMING               )       ss:

On this 13th day of February, 2003, before me personally came Peter G. Humphrey,
to me known and known to me to be the President & CEO of FINANCIAL INSTITUTIONS,
INC., the corporation described in and which executed the above SETTLEMENT
AGREEMENT AND RELEASE.

     /s/ Maureen F. Cooley
     ---------------------
         Notary Public


                                                  NATIONAL BANK OF GENEVA

                                                  By:      /s/ Peter G. Humphrey
                                                           ---------------------
                                                  Title:   Chairman of Board
                                                           ---------------------

STATE OF NEW YORK )
COUNTY OF WYOMING               )       ss:

On this 13th day of February, 2003, before me personally came Peter G. Humphrey,
to me known and known to me to be the Chairman of Board of NATIONAL BANK OF
GENEVA, the corporation described in and which executed the above SETTLEMENT
AGREEMENT AND RELEASE.

       /s/ Maureen F. Cooley
       ---------------------
           Notary Public



</TEXT>
</DOCUMENT>
