Financial Institutions, Inc. Board of Directors
Executive, Nominating & Governance Committee Charter

August 2006

The Board of Directors has established the Executive, Nominating and Governance Committee (the “Committee”) to assist the Board of Directors (the “Board”) in strategic and governance matters for Financial Institutions, Inc. (“FII”) and its subsidiaries, including:

Executive Matters:

• Assisting the Board in its oversight responsibility for strategic planning, and merger, acquisition, branching and other business expansion proposals. 
• Acting on behalf of the Board on resolutions involving routine operational matters, and such other matters as are specifically delegated to the Committee by the Board, subject, in each case, to the limitations set forth in Section 9 of Article II of the FII By-Laws. 
• The Executive Committee will fulfill its roles as described below.

Nominating and Governance Matters:

• Identifying qualified individuals to become directors;

• Recommending to the Board qualified director nominees for election at the shareholders annual meeting,

• Determining membership on the Board committees;

• Recommending and monitoring the Corporate Governance Guidelines;

• Conducting annual self-evaluations of the board and the Committee and;

• Reporting  to the Board on the Chief Executive Officer (“CEO”) succession plan;

• Developing and administering orientation and development programs for directors.

COMMITTEE MEMBERSHIP
The Committee members shall be appointed, and may be replaced, by the Board.  The Committee shall consist of no fewer than three directors.  All members of the Committee shall meet the independence standards as specified in the Company’s corporate governance guidelines, SEC rules, and NASDAQ rules.  The Board shall appoint a Chairman and Vice Chairman of the Committee, which positions may be replaced by the Board from time to time.

MEETINGS
The Committee shall meet as often as necessary to carry out its responsibilities.  Any Committee member may request the Chairman of the Committee to call a meeting.  The Chairman of Committee shall report on any Committee meetings held at the next regularly scheduled Board meeting following the Committee meeting.

DUTIES and RESPONSIBILITIES
The following identify the specific areas and actions that the Committee is responsible for:

Executive Matters:

• The Committee shall exercise oversight over, and consultation with management about the strategic planning process for FII and its subsidiaries, including the selection and evaluation of independent consultants on strategic matters, as proposed by management.

• The Committee shall evaluate management’s capital plans, strategic plans and related proposals and make recommendations to the Board of Directors concerning such plans and proposals.

The Committee shall exercise oversight over, and consult with management about all business expansion proposals, which involve de novo branching, mergers, acquisitions, or major capital investments in business, including the selection and evaluation of independent consultants proposed by management with respect to any such proposal. The Committee shall evaluate all management’s business expansion proposals, including related financing requirements and an analysis of risk, and make recommendations to the Board of Directors concerning such proposals.

• Upon request of management at any time the Committee shall consider and act upon any matter deemed by the Chair to be a routine operational matter which requires Board of Directors approval.

• When specifically authorized by the Board of Directors the Committee shall , consider and act upon any matter presented to the Committee which is within the scope of the authorizing resolution.

Nominating and Governance Matters:

• The Committee shall seek qualified director prospects and shall recommend to the Board director nominees for election at the shareholders’ annual meeting.

• Prior to nominating an existing director for reelection to the Board, the Committee shall consider and review among other factors, the existing director’s
  
  
  • Board and committee meeting attendance and performance;
  • length of Board service;
  • experience, skills and contributions that the existing director brings to the Board; and
  • independence
    
    
• The Committee shall develop and administer programs for (i) the orientation of new directors; (ii) the continuing training of all directors on legal and regulatory compliance; and (iii) the continuing professional development of all directors.

• A director nominee shall meet the director qualifications specified in the  Corporate Governance Guidelines, including that the director nominee possess personal and professional integrity, has good business judgment, relevant experience and skills and will be an effective director in conjunction with the full board in collectively serving the long-term interests of the Company’s shareholders.

• The Committee shall have the sole discretion and authority to retain any search firm to assist in identifying director candidates, retain outside counsel and/or any other internal or external advisors and approve all related fees and retention terms.

• The Committee shall recommend to the Board for its approval directors to be appointed as members on each committee of the FII or subsidiary boards.  Prior to recommending the reappointment of a director to a board committee, the Committee shall review the existing director’s independence, if required, skills, Board committee meeting attendance, performance and contribution, and his or her fulfillment of committee responsibilities.  If a vacancy on a board committee occurs, the Committee shall recommend a director with relevant experience and skills, and who is independent, if required by the committee charter, to be appointed to fill the vacancy. 

• The Committee shall recommend to the Board for its approval the Corporate Governance Guidelines.  The Committee will review, when required because of developments in the law, and, in any event annually the Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.

• The Committee shall develop and recommend to the Board for its approval an annual self-evaluation process for each director and for the full Board that will be conducted and overseen by the Committee.  The Committee shall report to the full Board, following the end of each fiscal year, the results of the annual self-evaluation, including any comments from the self-evaluations.  However, any comments from the self-evaluations regarding individual directors shall be reported to the Chairman and CEO and if necessary, to the relevant committee chairman.

• The Committee shall make an annual report to the Board on emergency as well as expected CEO succession planning for FII and each subsidiary.  The Committee will work with the full Board to recommend and evaluate potential successors to each such CEO.  CEOs should at all times make available their recommendations and evaluations of potential CEO successors, along with a review of any development plans recommended for such individuals.

• Concerns that are expressed by staff of FII or its subsidiaries or FII Shareholders regarding matters (a) which are outside the scope of the FII Code of Ethics for CFO, Senior Financial Officers and CEO, and (b) which allege a violation by any director, officer or employee of FII or its subsidiaries of the Company’s Code of Business Conduct and Ethics shall be reported by the appropriate management officials to the Committee for review and investigation and the Committee shall recommend to the Board a plan to resolve each such incident.