TOMPKINS FINANCIAL CORP — Director's Dealing 2012

Aug 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2012-08-29

Reporting Person: ROMAINE STEPHEN S (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-29	Common Stock	M	8785	$29.30	Acquired	12966	Direct
2012-08-29	Common Stock	F	7413	$38.71	Disposed	5553	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-29	Incentive Stock Option (Right to Buy)	$29.30	M	8785	Disposed	2012-09-30	Common Stock (8785)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4216	Indirect
Common Stock	2604	Indirect

Footnotes

F1: 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.

F2: Reflects all 401K/ISOP/ESOP allocations and dispositions since the filing of the reporting person's last ownership report.

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