On November 29, 2018, Michael D. Burneal notified Financial Institutions, Inc. that he will resign from his position as Senior Vice President and Senior Organizational Advisor and Facilities Manager effective December 31, 2018 (the Effective Date). In connection with his resignation, Mr. Burneal entered into a severance and settlement agreement and release with the Company's wholly-owned subsidiary, Five Star Bank (the Severance Agreement). Under the terms of the Severance Agreement, Mr. Burneal will receive his regular compensation and benefits through the Effective Date.