TOMPKINS FINANCIAL CORP — Director's Dealing 2012

May 3, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2012-04-24

Reporting Person: HYLAND ROSEMARY G. (SVP, Human Resources)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1511	Direct
Common Stock	2607	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (Right to Buy)	$35.77	2014-05-03	Common Stock (3594)		Direct
Incentive Stock Option (Right to Buy)	$38.54	2016-01-23	Common Stock (3630)		Direct
Incentive Stock Option (Right to Buy)	$37.28	2017-11-29	Common Stock (3300)		Direct
Stock Appreciation Rights (SAR)	$41.71	2019-09-17	Common Stock (1760)		Direct
Stock Appreciation Rights (SAR)	$37.00	2021-08-19	Common Stock (1300)		Direct

Footnotes

F1: Includes 608 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.

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.