Financial Institutions Inc. ▼

                      AGREEMENT AND PLAN OF REORGANIZATION


                                 BY AND BETWEEN


                         PROMISTAR FINANCIAL CORPORATION


                                       AND


                                 FNH CORPORATION




<PAGE>
                      AGREEMENT AND PLAN OF REORGANIZATION


                  THIS AGREEMENT AND PLAN OF REORGANIZATION, is made and entered
into as of this 24th day of February, 2001 (the "Reorganization  Agreement"), by
and between Promistar Financial  Corporation,  a  . . .

                       AGREEMENT AND PLAN OF MERGER


                       DATED AS OF NOVEMBER 2, 2000


                                  AMONG


                      FINANCIAL INSTITUTIONS, INC.,


                          FI SUBSIDIARY I, INC.


                                   AND


                        BATH NATIONAL CORPORATION



                       AGREEMENT AND PLAN OF MERGER


     AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 2,
2000, by and among FINANCIAL INSTITUTIONS, INC. ("Parent"), a New  . . .

<DESCRIPTION>EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS
<TEXT>
EX.3.2
(Exhibit 3.2)    Amended and Restated Bylaws


                                     BY-LAWS
                                       OF
                          FINANCIAL INSTITUTIONS, INC.


                                    ARTICLE I

                                  SHAREHOLDERS

         Section 1. Annual Meetings. The annual meeting of the shareholders for
the election of directors and the transaction of other business shall be held
each year on such day and at such hour as shall be fixed by the Board  . . .

                                  VALUATION OF
                          EMPLOYEE STOCK OWNERSHIP PLAN


                                  Prepared for:

                               First Reliance Bank

                            Florence, South Carolina


                                     As Of:
                                  March 1, 2002


                                  Prepared By:

                             Keller & Company, Inc.
                              555 Metro Place North
                                    Suite 524
                     . . .

                                                                  Amended 6/2001


                              EMPLOYMENT AGREEMENT


         This Employment Agreement (the "Agreement") is made and entered into as
of the 25th day of June 1999, between FINANCIAL INSTITUTIONS, INC. ("Employer"),
a bank holding company, chartered under the laws of New York, having its
principal office at 220 Liberty Street, Warsaw, New York 14569 and PETER G.
HUMPHREY ("Executive"), an individual residing at 230 W. Buffalo Street, Warsaw,
New York 14569.


         WHEREAS,  . . .

                                                                  Amended 6/2001
                              EMPLOYMENT AGREEMENT


         This Employment Agreement (the "Agreement") is made and entered into as
of the 15th day of April, 2001 between FINANCIAL INSTITUTIONS, INC. ("FII" or
"Employer"), a bank holding company chartered under the laws of New York having
its principal office at 220 Liberty Street, Warsaw, New York 14569 and JOHN R.
KOELMEL ("Executive"), an individual residing at 5576 Oakridge Drive, Hamburg,
New York, 14075.


          . . .

                                                                  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  . . .

                                                                  Amended 6/2001


                              EMPLOYMENT AGREEMENT


         This Employment Agreement (the "Agreement") is made and entered into as
of the 1st day of December, 2000, between THE NATIONAL BANK OF GENEVA
("Employer"), a bank chartered under the laws of New York having its principal
office at 2 Seneca Street, Geneva, New York 14456 and THOMAS L. KIME
("Executive"), an individual residing at 3784 Kime Beach Road, Geneva, New York
14456.


         WHEREAS, Employer wishes to employ  . . .

                                                                  Amended 6/2001


                              EMPLOYMENT AGREEMENT


         This Employment Agreement (the "Agreement") is made and entered into as
of the 1st day of May, 2001, between BATH NATIONAL BANK ("Employer"), a bank
chartered under the laws of New York having its principal office at 44 Liberty
Street, Bath, New York 14810 and DOUGLAS L. MCCABE ("Executive"), an individual
residing at 48 lake Street, Hammondsport, New York 14840.


         WHEREAS, Employer wishes to employ Executive in  . . .

                                                                  Amended 6/2001


                              EMPLOYMENT AGREEMENT


         This Employment Agreement (the "Agreement") is made and entered into as
of the 15th day of March, 2000, between FIRST TIER BANK & TRUST ("Employer"), a
bank chartered under the laws of New York having its principal office at 124
West State Street, Olean, New York 14760 and RANDOLPH C. BROWN ("Executive"), an
individual residing at 114 Bradley Drive, Olean, New York 14760.


WHEREAS, Employer wishes to employ Executive  . . .

                              EMPLOYMENT AGREEMENT


         This Employment Agreement (the "Agreement") is made and entered into as
of the 22nd day of October, 2001, between FINANCIAL INSTITUTIONS, INC.
("Employer" or "FII"), a financial holding company formed under the laws of New
York having its principal office at 220 Liberty Street, Warsaw, New York 14679
and PATRICK C. BURKE ("Executive"), an individual residing at 1432 Clover
Street, Brighton, New York 14610.


WHEREAS, Employer wishes to employ Executive in an executive capacity, as
President  . . .

      This Employment Agreement (the "Agreement") is made and entered into as of
the 1st day of May , 2001, between Bath National Bank ("Employer"), a bank
chartered under the laws of New York having its principal office at 44 Liberty
Street, Bath, New York 14810 and Douglas L. McCabe ("Executive"), an individual
residing at 48 Lake Street, Hammondsport, New York 14840.

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,  . . .

EMPLOYMENT AGREEMENT
(Jeff Clarke; President and Chief Executive Officer)

EMPLOYMENT AGREEMENT (the �Agreement�) dated September 26, 2006 by and between TDS Investor (Bermuda) Ltd. (the �Company�) and Jeff Clarke (the �Executive�).

The Company desires to employ Executive and to enter into an agreement embodying the terms of such employment;

Executive desires to accept such employment and enter into such an agreement;

In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as  . . .

FLEXIBLE PREMIUM

VARIABLE ANNUITY B

Issued Through

SEPARATE ACCOUNT VA Q

by

TRANSAMERICA LIFE INSURANCE COMPANY

Prospectus

                , 2003

This flexible premium deferred annuity policy has many investment choices. There is a separate account that currently offers various underlying fund portfolios. There is also a fixed account, which offers interest at rates that are guaranteed by Transamerica Life Insurance Company (Transamerica). You can choose any combination of these investment choices. You bear the entire investment risk for all amounts you put in the separate account.

This prospectus and the underlying fund portfolio prospectuses give you important information about the policies and the underlying fund portfolios. Please read them carefully before you invest and keep them for future reference.

If you would like more information about the Flexible Premium Variable Annuity-B, you can obtain a free copy of the Statement of Additional Information (SAI) dated             , 2003. Please call us at (800) 525-6205 or write us at: Transamerica Life Insurance Company, Attention: Customer Care Group, 4333 Edgewood Road NE, Cedar Rapids, Iowa, 52499-0001. A registration statement, including the SAI, has been filed with the Securities and Exchange Commission (SEC) and the SAI is incorporated herein by reference. More information about the variable annuity can be reviewed and copied at the SECs Public Reference Room in Washington, D.C. You may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site (http://www.sec.gov) that contains the prospectus, the SAI, material incorporated by reference, and other information. The table of contents of the SAI is included at the end of this prospectus.

Please note that the policies and the separate account investment choices:

The Securities and Exchange Commission has not approved or disapproved these securities, or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Table of Contents

PORTFOLIOS ASSOCIATED WITH THE SUBACCOUNTS

AEGON/Transamerica Series Fund, Inc. Service Class

Subadvised by Banc One Investment Advisors Corporation

AEGON Bond

Subadvised by Fred Alger Management, Inc.

Alger Aggressive Growth

Subadvised by BlackRock Advisors, Inc.

BlackRock Mid Cap Growth

Subadvised by Capital Guardian Trust Company

Capital Guardian Global

Capital Guardian Value

Subadvised by Clarion CRA Securities, L.P.

Clarion Real Estate Securities

Subadvised by The Dreyfus Corporation

Dreyfus Mid Cap

Subadvised by Federated Investment Counseling

Federated Growth & Income

Subadvised by Janus Capital Management LLC

Janus Growth

Subadvised by Jennison Associates LLC

Jennison Growth

Subadvised by MFS Investment Management

MFS High Yield

Subadvised by Pacific Investment Management Company LLC

PIMCO Total Return

Subadvised by T. Rowe Price Associates, Inc.

T. Rowe Price Equity Income

T. Rowe Price Small Cap

Subadvised by Third Avenue Management LLC

Third Avenue Value

Subadvised by Transamerica Investment Management, LLC

Transamerica Equity

Transamerica Growth Opportunities

Transamerica U.S. Government Securities

AIM Variable Insurance Funds Series II

Managed by A I M Advisors, Inc.

AIM V.I. Blue Chip Fund

AIM V.I. Core Equity Fund

AIM V.I. Government Securities Fund

AIM V.I. International Growth Fund

AllianceBernstein Variable Products Series Fund, Inc. Class B

Managed by Alliance Capital Management L.P.

AllianceBernstein Technology Portfolio

Davis Variable Account Fund, Inc.

Managed by Davis Selected Advisors, L.P.

Davis Value Portfolio

Dreyfus Variable Investment Fund Service Class

Managed by The Dreyfus Corporation

Dreyfus VIFSmall Company Stock Portfolio

Federated Insurance Series

Managed by Federated Investment Capital Company

Federated American Leaders Fund II

Federated Capital Income Fund II

Federated High Income Bond Fund II

Federated Quality Bond Fund II

First American Insurance Portfolios Inc. Class IB Shares

Managed by US Bancorp Asset Management

First American International Portfolio

First American Mid Cap Growth Portfolio

First American Small Cap Growth Portfolio

First American Technology Portfolio

Franklin Templeton Variable insurance Products Trust Class 2

Managed by Franklin Advisers, Inc.

Franklin Small Cap Fund

Managed by Franklin Mutual Advisers, LLC

Franklin Growth & Income Securities Fund

Mutual Shares Securities Fund

Managed by Templeton Asset Management Ltd.

Templeton Developing Markets Securities Fund

Managed by Templeton Investment Counsel LLC

Templeton Foreign Securities Fund

Janus Aspen Series Service Shares

Managed by Janus Capital Management LLC

Janus Aspen Capital Appreciation Portfolio

Janus Aspen International Growth Portfolio

Janus Aspen Mid Cap Growth Portfolio

Liberty Variable Investment Trust Class A Shares

Managed by Columbia Management Advisers, Inc.

Colonial Small Cap Value Fund, Variable Series

Liberty Select Value Fund, Variable Series

FLEXIBLE PREMIUM VARIABLE ANNUITY - E

Issued Through

SEPARATE ACCOUNT VA QNY

by

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY

Prospectus

                                                 , 2003

This flexible premium deferred annuity policy has many investment choices. There is a separate account that currently offers various underlying fund portfolios. There is also a fixed account, which offers interest at rates that are guaranteed by Transamerica Financial Life Insurance Company (Transamerica). You can choose any combination of these investment choices. You bear the entire investment risk for all amounts you put in the separate account.

This prospectus and the underlying fund portfolio prospectuses give you important information about the policies and the underlying fund portfolios. Please read them carefully before you invest and keep them for future reference.

If you would like more information about the Flexible Premium Variable Annuity - E, you can obtain a free copy of the Statement of Additional Information (SAI) dated                     , 2003. Please call us at (800) 525-6205 or write us at: Transamerica Financial Life Insurance Company, Attention: Customer Care Group, 4333 Edgewood Road NE, Cedar Rapids, Iowa, 52499-0001. A registration statement, including the SAI, has been filed with the Securities and Exchange Commission (SEC) and the SAI is incorporated herein by reference. More information about the variable annuity can be reviewed and copied at the SECs Public Reference Room in Washington, D.C. You may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site (http://www.sec.gov) that contains the prospectus, the SAI, material incorporated by reference, and other information. The table of contents of the SAI is included at the end of this prospectus.

Please note that the policies and the separate account investment choices:

The Securities and Exchange Commission has not approved or disapproved these securities, or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Table of Contents

PORTFOLIOS ASSOCIATED WITH THE SUBACCOUNTS

AEGON/Transamerica Series Fund, Inc. Service Class

AEGON Bond

Alger Aggressive Growth

BlackRock Mid Cap Growth

Capital Guardian Global

Capital Guardian Value

Clarion Real Estate Securities

Dreyfus Mid Cap

Federated Growth & Income

Janus Growth

Jennison Growth

MFS High Yield

PIMCO Total Return

T. Rowe Price Equity Income

T. Rowe Price Small Cap

Third Avenue Value

Transamerica Equity

Transamerica Growth Opportunities

Transamerica U.S. Government Securities

AIM Variable Insurance Funds Series II

AIM V.I. Blue Chip Fund

AIM V.I. Core Equity Fund

AIM V.I. Government Securities Fund

AIM V.I. International Growth Fund

AllianceBernstein Variable Products Series Fund, Inc. Class B

AllianceBernstein Technology Portfolio

Davis Variable Account Fund, Inc.

Davis Value Portfolio

Dreyfus Variable Investment Fund Service Class

Dreyfus VIF - Small Company Stock Portfolio

The flexible premium deferred variable annuity policy offered by Transamerica Life Insurance Company (Transamerica, we, us, or our) provides a way for you to invest on a tax-deferred basis in the following investment choices: various subaccounts of the separate account and the fixed account of Transamerica. The policy is intended to accumulate money for retirement or other long-term investment purposes.

This policy currently offers subaccounts that are listed in Section 3. Each subaccount invests exclusively in shares of one of the underlying funds. The policy value may depend on the investment experience of the selected subaccounts. Therefore, you bear the entire investment risk with respect to all policy value in any subaccount. You could lose the amount that you invest.

The fixed account offers an interest rate that Transamerica guarantees.

The policy, like all deferred annuity policies, has two phases: the accumulation phase and the income phase. During the accumulation phase, earnings accumulate on a tax-deferred basis and are taxed as ordinary income when you take them out of the policy. The income phase occurs when you annuitize and begin receiving regular annuity payments from your policy. The money you can accumulate during the accumulation phase will largely determine the payments you receive during the income phase.

You can buy a nonqualified policy with $5,000 or more, and a qualified policy with $1,000 or more, under most circumstances. You can add as little as $50 at any time during the accumulation phase.

You can allocate your premium payments to one or more of the following underlying fund portfolios described in the underlying fund prospectuses:

Asset Allocation Conservative Portfolio Service Class

Asset Allocation Growth Portfolio Service Class

Asset Allocation Moderate Portfolio Service Class

Asset Allocation Moderate Growth Portfolio Service Class

Alger Aggressive Growth Service Class

American Century Income & Growth Service Class

American Century International Service Class

BlackRock Global Science & Technology Opportunities Service Class

BlackRock Mid Cap Growth Service Class

Capital Guardian Global Service Class

Capital Guardian U.S. Equity Service Class

Capital Guardian Value Service Class

Clarion Real Estate Securities Service Class

Great Companies America^SM Service Class

Great Companies Technology^SM Service Class

Janus Balanced (A/T) Service Class

Janus Growth (A/T) Service Class

Jennison Growth Service Class

J.P. Morgan Enhanced Index Service Class

Marsico Growth Service Class

MFS High Yield Service Class

PBHG Mid Cap Growth Service Class

PBHG/NWQ Value Select Service Class

PIMCO Total Return Service Class

Salomon All Cap Service Class

Templeton Great Companies Global

Transamerica Convertible Securities Service Class

Transamerica Equity Service Class

5

Table of Contents

Transamerica Growth Opportunities Service Class

Transamerica Money Market Service Class

Transamerica U.S. Government Securities Service Class

T. Rowe Price Equity Income Service Class

T. Rowe Price Growth Stock Service Class

T. Rowe Price Small Cap Service Class

Van Kampen Active International Allocation Service Class

Van Kampen Asset Allocation Service Class

Van Kampen Emerging Growth Service Class

AIM V.I. Basic Value Fund Series II

AIM V.I. Capital Appreciation Fund Series II

AllianceBernstein Growth & Income Portfolio Class B

AllianceBernstein Premier Growth Portfolio Class B

Janus Aspen Mid Cap Growth Portfolio Service Shares

Janus Aspen Worldwide Growth Portfolio Service Shares

MFS New Discovery Series Service Class

MFS Total Return Series Service Class

Fidelity VIP Contrafund Portfolio Service Class 2

Fidelity VIP Equity-Income Portfolio Service Class 2

Fidelity VIP Growth Portfolio Service Class 2

Fidelity VIP Mid Cap Portfolio Service Class 2

Fidelity VIP Value Strategies Portfolio Service Class 2

As of May 1, 2003, new policy owners may only invest in the Service Class subaccounts of AEGON/Transamerica Series Fund, Inc. The Initial Class subaccounts of the AEGON/Transamerica Series Fund, Inc. are only available to owners that purchased the policy before May 1, 2003. The Service Class of the AEGON/Transamerica Series Fund, Inc. has a Rule 12b-1 Plan (and higher expenses) and the Initial Class does not.

Depending upon their investment performance, you can make or lose money in any of the subaccounts.

You can also allocate your premium payments to the fixed account.

We currently allow you to transfer money between any of the investment choices during the accumulation phase. We reserve the right to impose a $10 fee for each transfer in excess of 12 transfers per policy year and to impose restrictions and limitations on transfers.

The value of the policy will vary up or down depending upon the investment performance of the subaccounts you choose. We provide past performance information in Appendix A and in the SAI. This data does not indicate future performance.

No deductions are made from premium payments at the time you buy the policy so that the full amount of each premium payment is invested in one or more of your investment choices.

We may deduct a surrender charge of up to 5% of premium payments surrendered within five years after the premium is paid. We will calculate surrender charges by taking the earnings, if any, out before premium payments.

Full surrenders, partial surrenders, and transfers from a guaranteed period option of the fixed account may also be subject to an excess interest adjustment, which may increase or decrease the amount you receive. This adjustment may also apply to amounts applied to an annuity payment option from a guaranteed period option of the fixed account prior to the end of the guaranteed period option.

6

Table of Contents

We deduct daily mortality and expense risk fees and administrative charges at an annual rate of 0.85% from the assets in each subaccount during the income phase and 1.25% during the accumulation phase.

During the accumulation phase, we deduct an annual service charge of no more than $35 from the policy value on each policy anniversary and at the time of surrender. The charge is waived if either the policy value or the sum of all premium payments, minus all partial surrenders, is at least $50,000.

Upon total surrender, payment of a death benefit, or when annuity payments begin, we will deduct state premium taxes, if applicable, which currently range from 0% to 3.50%.

If you elect the Initial Payment Guarantee when you annuitize, there is a daily fee equal to an annual rate of 1.25% of the daily net asset value in the subaccounts.

If you elect the Additional Death Distribution, there is an annual fee during the accumulation phase of 0.25% of the policy value.

The value of the net assets of the subaccounts will reflect the management fee and other expenses incurred by the underlying fund portfolios.

You can generally take out $500 or more anytime during the accumulation phase (except under certain qualified policies). You may generally take free of surrender charges each year:

Amounts surrendered in excess of this free amount may be subject to a surrender charge and excess interest adjustment. You may also have to pay income tax and a tax penalty on any money you take out.

The gains in the policy are the amount equal to the policy value, minus the sum of all premium payments, reduced by all prior partial surrenders deemed to be from premium.

If you have policy value in the fixed account, you may take out any cumulative interest credited free of excess interest adjustments.

Access to amounts held in qualified policies may be restricted or prohibited.

Surrenders are not generally permitted during the income phase unless you elect the Life with Emergency Cash^SM annuity payment option.

The policy allows you to receive income under one of several annuity payment options. You may choose from fixed payment options, variable payment options, or a combination of both. If you select a variable payment option, the dollar amount of your payments may go up or down. However, the Initial Payment Guarantee is available as an optional rider and it guarantees a minimum amount for each payment.

If the annuitant dies before the income phase begins, then a death benefit will become payable.

Naming different persons as owner and annuitant can affect to whom amounts will be paid. Use care when naming owners, annuitants and beneficiaries, and consult your agent if you have questions.

The death benefit is the greater of the policy value or cash value.

If the owner is not the annuitant, no death benefit is paid if the owner dies.

NON-QUALIFIED STOCK OPTION AGREEMENT
Pursuant To The
FINANCIAL INSTITUTIONS, INC.
MANAGEMENT STOCK INCENTIVE PLAN

Number of Shares:      

Exercise Price
per Share:      

This NON-QUALIFIED STOCK OPTION AGREEMENT (the ?Agreement?) is made as of      , 2006 between Financial Institutions, Inc. (the ?Company?), and the above-named individual, an employee of the Company or one of its subsidiaries (the  . . .

PREMIER ASSET BUILDER VARIABLE ANNUITY

Issued by

TRANSAMERICA LIFE INSURANCE COMPANY

Supplement dated November 3, 2003

to the

Prospectus dated May 1, 2003

Living Benefits Rider

You may elect to purchase the optional living benefits rider which provides you with a guaranteed minimum accumulation benefit and a guaranteed minimum withdrawal benefit. The living benefits rider is available during the accumulation phase but it will not be issued if the annuitant is age 81 or older. The maximum issue age may be lower if required by state law.  . . .

As filed with the Securities and Exchange Commission on October 29, 2003

Registration No. 333-76230

811-10617

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C 20549

RETIREMENT INCOME BUILDER BAI

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.     

Post-Effective Amendment No.  4

and

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No.  5

Separate  . . .

                           TERM LOAN CREDIT AGREEMENT

                          Dated as of December 15, 2003

                                     between

                 MANUFACTURERS AND TRADERS TRUST COMPANY ("M&T")

                                       and

                      FINANCIAL INSTITUTIONS, INC. ("FII")

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

SECTION I DEFINITIONS .....................................................    1

      1.1     . . .

                           TERM LOAN CREDIT AGREEMENT

                          Dated as of December 15, 2003

                                     between

                 MANUFACTURERS AND TRADERS TRUST COMPANY ("M&T")

                                       and

                      FINANCIAL INSTITUTIONS, INC. ("FII")

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

SECTION I DEFINITIONS .....................................................    1

      1.1     . . .

Washington, D.C. 20004-2404

Table of Contents

Title of Securities Being Registered:

Flexible Premium Variable Annuity Policies

It is proposed that this filing will become effective: