TOMPKINS FINANCIAL CORP — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2012-02-01

Reporting Person: HARDIE JAMES R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	G	500	$40.53	Disposed	70108	Direct
2012-02-01	Common Stock	L	39	—	Acquired	70147	Direct
2012-02-01	Common Stock	G	500	$40.53	Disposed	69647	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Phantom Stock	$	L	50	Acquired		Common Stock (50)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
7% Convertible Trust Preferred	$	2039-03-31	Common Stock (18137.7)	750	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: Shares acquired through reinvestment of quarterly cash dividends.

F3: Bona fide gift to daughter.

F4: Bona fide gift to son.

F5: The Trust Preferred Securities were issued by Tompkins Capital Trust I, all of the common securities of which are owned by Tompkins Financial Corporation (TMP). The Trust Preferred Securities are convertible, at any time on or after April 15, 2019, into TMP Common Stock at a price of $41.35 per share or, if higher, the average of the closing prices of TMP Common Stock on the trading days in the calendar quarter preceding the date of conversion. The amount set out in Item #7 above uses the $41.35 conversion price.

F6: Includes 1.400 shares of phantom stock held in the rabbi trust referenced above that were previously reported as "Common Stock Drip" shares in Table I in the reporting person's Form 5 filed on February 9, 2011. The reporting person intends to report all such shares of phantom stock in Table II in future reports.

F7: Includes 608 shares of TMP stock held in the reporting person's 401K/ESOP that were previously reported as "Common Stock - 401K/ESOP" shares in Table I in the reporting person's Form 5 filed on February 9, 2011.