TOMPKINS FINANCIAL CORP — Director's Dealing 2011

Oct 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2011-01-03

Reporting Person: BATTAGLIA PAUL J. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-03	Phantom Stock	$	A	143	Acquired		Common Stock (143)	Direct
2011-04-08	Phantom Stock	$	A	144	Acquired		Common Stock (144)	Direct
2011-07-08	Phantom Stock	$	A	156	Acquired		Common Stock (156)	Direct
2011-10-06	Phantom Stock	$	A	167	Acquired		Common Stock (167)	Direct

Footnotes

F1: Each share of phantom stock is the economic equivalent of one share of common stock. Phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries. These shares are held in a rabbi trust pending distribution upon the occurrence of certain events specified in the Plan. The reporting person has no voting or investment power over the shares prior to such distribution.

F2: Includes 44 shares of phantom stock held in the rabbi trust referenced in note (1) above that were previously reported as "Common Stock Drip" shares in Table I in the reporting person's Form 5 filed on February 10, 2011. The reporting person intends to report all such shares of phantom stock in Table II in future reports. Also includes 10 shares acquired pursuant to dividend reinvesment with respect to such phantom stock pursuant to the issuer's Dividend Reinvestment and Stock Purchase and Sale Plan since the date of the last report filed by the reporting person and held in the rabbi trust.