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TOMPKINS FINANCIAL CORP Director's Dealing 2012

May 25, 2012

32217_dirs_2012-05-25_d54a1d6e-4044-45ac-940a-a44d80d4b3bd.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2012-05-25

Reporting Person: FETSKO FRANCIS M (EVP, COO, CFO & Treasurer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-25 Common Stock M 8785 $29.30 Acquired 13221 Direct
2012-05-25 Common Stock F 6946 $37.06 Disposed 6044 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-05-25 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 4669 Indirect

Footnotes

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

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

F3: 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.