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TOMPKINS FINANCIAL CORP Director's Dealing 2012

Feb 14, 2012

32217_dirs_2012-02-14_552fd055-5ef8-4736-887a-47ac4f6d7fe5.zip

Director's Dealing

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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: ROMAINE STEPHEN S (Director, President & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-12-31 Common Stock L 1316 Acquired 9854 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Incentive Stock Option (Right to Buy) $29.30 2012-09-30 Common Stock (8785) 8785 Direct
Incentive Stock Option (Right to Buy) $35.7636 2014-05-03 Common Stock (6658) 6658 Direct
Incentive Stock Option (Right to Buy) $38.5364 2016-01-23 Common Stock (7986) 7986 Direct
Incentive Stock Option (Right to Buy) $39.5545 2017-01-18 Common Stock (4805) 4805 Direct
Incentive Stock Option (Right to Buy) $37.2727 2017-11-29 Common Stock (57) 57 Direct
Non-qualified Stock Option (Right to Buy) $35.7636 2014-05-03 Common Stock (7718) 7718 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) $39.5545 2017-01-18 Common Stock (11696) 11696 Direct
Non-qualified Stock Option (Right to Buy) $37.2727 2017-11-29 Common Stock (16444) 16444 Direct
Stock Appreciation Rights (SAR) $41.7091 2019-09-17 Common Stock (22000) 22000 Direct
Stock Appreciation Rights (SAR) $37.00 2021-08-19 Common Stock (10500) 10500 Direct

Footnotes

F1: Shares acquired through profit sharing, 401K contributions and reinvestment of quarterly cash dividends.

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

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

F4: 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.

F5: Includes 3,300 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.