ARROW FINANCIAL CORP — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARROW FINANCIAL CORP (AROW)
CIK: 0000717538
Period of Report: 2012-01-31

Reporting Person: MURPHY JOHN J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	M	10763	$22.06	Acquired	57494	Direct
2012-01-31	Common Stock	F	9223	$27.01	Disposed	48271	Direct
2012-02-01	Common Stock	S	1500	$26.36	Disposed	46771	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	Empl.Stock Opt. (Right to Buy)	$22.06	M	10763	Disposed	2012-12-18	Common Stock (10763)	Direct

Footnotes

F1: Includes 8,792 shares surrendered by reporting person to issuer to pay the exercise price of the derivative security and 431 shares withheld by the issuer to satisfy withholding tax liabilities related to the exercise.

F2: The sale price for all 1,500 shares sold was $26.36.