TOMPKINS FINANCIAL CORP — Director's Dealing 2011

Feb 9, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2010-12-31

Reporting Person: HARDIE JAMES R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-15	Common Stock - 401k/esop	L	42.6	—	Acquired	608	Direct
2010-11-15	Common Stock Drip	L	45.9	—	Acquired	1400	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	71000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
7% Convertible Trust Preferred	$	2039-03-31	Common Stock (18137.7)	750	Direct

Footnotes

F1: Shares acquired through profit sharing and reinvestment of quarterly cash dividends.

F2: Shares acquired through deferral of retainer and/or meeting attendance fees, and reinvestment of quarterly cash dividends.

F3: The Trust Preferred Securities were issued by Tompkins Capital Trust I, all of the common securities of which are owned by Tompkins Financial Corporation (TMP). The Trust Preferred Securities are convertible, at any time on or after April 15, 2019, into TMP Common Stock at a price of $41.35 per share or, if higher, the average of the closing prices of TMP Common Stock on the trading days in the calendar quarter preceding the date of conversion. The amount set out in Item #7 above uses the $41.35 conversion price.