on April 6 toldactivist shareholder Clover Group it might agree to add "one mutually agreeabledirector candidate."

The move ismeant to avoid a proxy contest with the 5.5% stakeholder, which had earlier announceda plan to nominate JohnnyGuerry and Terry Philen to the Warsaw, N.Y.-based company's board.

According toa proxy statement filed April 8, the investor group has yet to respond to the offer.

Financial Institutions'annual shareholder meeting is on June 3.