TOMPKINS FINANCIAL CORP — Director's Dealing 2012

Aug 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2012-08-02

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
2012-08-02	Common Stock	M	3534	$29.30	Acquired	10244	Direct
2012-08-02	Common Stock	F	2703	$38.32	Disposed	7541	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-02	Incentive Stock Option (Right to Buy)	$29.30	M	3534	Disposed	2012-09-30	Common Stock (3534)	Direct

Footnotes

F1: Shares withheld for option cost.

F2: 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.

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