TOMPKINS FINANCIAL CORP — Director's Dealing 2012

May 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2012-05-29

Reporting Person: KLEIN GERALD J JR (EVP Pres&CEO Mahopac Natl Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-29	Common Stock	M	3787	$29.30	Acquired	9710	Direct
2012-05-29	Common Stock	F	3000	$36.98	Disposed	6710	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-29	Incentive Stock Option (Right to Buy)	$29.30	M	3787	Disposed	2012-09-30	Common Stock (3787)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2770	Indirect

Footnotes

F1: The stock option becomes exercisable in four annual installments commencing two years after the date of grant.

F2: Shares swapped to pay for option shares exercised.

F3: 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.

F4: Reflects all 401K/ESOP allocations and dispositions since the filing of the reporting person's last ownership report.

F5: Shares allocated to the reporting person's 401K/ESOP were reported in the Form 5 filed 2/15/2012 as being held directly. The ownership of those shares is now reflected as being held indirectly, and the reporting person's holdings in Column 5 of this report have been updated to reflect the nature of beneficial ownership of these shares.