TOMPKINS FINANCIAL CORP — Director's Dealing 2012

Feb 15, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2011-12-31

Reporting Person: HARTZ GREGORY J (EVP, Pres.&CEO Tompkins Trust)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Stock	L	2	—	Acquired	44	Indirect
2011-12-31	Common Stock	L	603	—	Acquired	5910	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock Drip	14	Indirect
Common Stock Drip	14	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (Right to Buy)	$35.6818	2013-09-16	Common Stock (1997)	1997	Direct
Incentive Stock Option (Right to Buy)	$35.7636	2014-05-03	Common Stock (2996)	2996	Direct
Incentive Stock Option (Right to Buy)	$38.5364	2016-01-23	Common Stock (6050)	6050	Direct
Incentive Stock Option (Right to Buy)	$39.5545	2017-01-18	Common Stock (8250)	8250	Direct
Incentive Stock Option (Right to Buy)	$37.2727	2017-11-29	Common Stock (2150)	2150	Direct
Non-qualified Stock Option (Right to Buy)	$37.2727	2017-11-29	Common Stock (8851)	8851	Direct
Stock Appreciation Rights (SAR)	$41.7091	2019-09-17	Common Stock (11000)	11000	Direct
Stock Appreciation Rights (SAR)	$37.00	2021-08-19	Common Stock (5250)	5250	Direct

Footnotes

F1: Shares acquired through reinvestment of quarterly cash dividends.

F2: Shares acquired through profit sharing, 401K contributions and reinvestment of quarterly cash dividends.

F3: The stock option becomes exercisable in four annual installments commencing two years after the date of grant.

F4: The stock option becomes exercisable in six annual installments commencing two years after the date of grant.

F5: Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. SARs have a seven year vesting schedule with 0% vesting in year one, 17% vesting in years two through six, and 15% vesting in year seven. When exercised, the SARs will be settled in Common Stock of the Company. The grant will expire ten years from the date of the grant.

F6: Includes 1,650 shares of Restricted Stock granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. Restricted Stock grants have a seven year vesting schedule with 0% vesting in year one, 17% vesting in years two through six, and 15% vesting in year seven. The grant will expire ten years from the date of the grant.

F7: Includes 3,456 shares of TMP stock held in the reporting person's 401K/ESOP, 2,853 of which were previously reported as "Common Stock - 401K/ESOP" shares in Table I in the reporting person's Form 5 filed on February 15, 2011.

F8: Includes 804 shares of TMP stock held in the reporting person's IRA that were previously reported as "Common Stock - IRA".