TOMPKINS FINANCIAL CORP — Director's Dealing 2012

Feb 15, 2012

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Stock	L	384	—	Acquired	8358	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (Right to Buy)	$29.30	2012-09-30	Common Stock (7321)	7321	Direct
Incentive Stock Option (Right to Buy)	$35.7636	2014-05-03	Common Stock (5262)	5262	Direct
Incentive Stock Option (Right to Buy)	$38.5364	2016-01-23	Common Stock (7260)	7260	Direct
Incentive Stock Option (Right to Buy)	$39.5545	2017-01-18	Common Stock (7942)	7942	Direct
Incentive Stock Option (Right to Buy)	$37.2727	2017-11-29	Common Stock (1438)	1438	Direct
Non-qualified Stock Option (Right to Buy)	$35.7636	2014-05-03	Common Stock (1927)	1927	Direct
Non-qualified Stock Option (Right to Buy)	$39.5545	2017-01-18	Common Stock (308)	308	Direct
Non-qualified Stock Option (Right to Buy)	$37.2727	2017-11-29	Common Stock (9563)	9563	Direct
Stock Appreciation Rights (SAR)	$41.7091	2019-09-17	Common Stock (11000)	11000	Direct
Stock Appreciation Rights (SAR)	$37.00	2021-08-19	Common Stock (5250)	5250	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 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.

F6: Includes 2,435 shares of TMP stock held in the reporting person's 401K/ESOP, 2,051 of which were previously reported as "Common Stock - 401K/ESOP" shares in Table I in the reporting person's Form 5 filed on February 15, 2011.