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: FULMER JAMES W (Director, Vice Chairman)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68495	Direct
Common Stock	25597	Indirect
Common Stock Drip	463	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (Right to Buy)	$35.7636	2014-05-03	Common Stock (11181)	11181	Direct
Incentive Stock Option (Right to Buy)	$38.5364	2016-01-23	Common Stock (7986)	7986	Direct
Incentive Stock Option (Right to Buy)	$37.2727	2017-11-29	Common Stock (4123)	4123	Direct
Non-qualified Stock Option (Right to Buy)	$35.7636	2014-05-03	Common Stock (2130)	2130	Direct
Non-qualified Stock Option (Right to Buy)	$38.5364	2016-01-23	Common Stock (4114)	4114	Direct
Non-qualified Stock Option (Right to Buy)	$37.2727	2017-11-29	Common Stock (6878)	6878	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: The stock option becomes exercisable in four annual installments commencing two years after the date of grant.

F2: The option becomes exercisable in six annual installments commencing two years after the date of the grant.

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

F4: The 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 12,923 shares of TMP stock held in the reporting person's 401K/ESOP 12,657 of which were previously reported as "Common Stock - 401K/ESOP" shares in Table I in the reporting person's Form 5 filed on February 7, 2011.