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: SPAIN JR WILLIAM D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-31	Phantom Stock	$	L	80	Acquired		Common Stock (80)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45186	Direct
Common Stock	84140	Indirect

Footnotes

F1: Adjustment to reclassify rabbi trust holding.

F2: Shares acquired through reinvestment of quarterly cash dividends.

F3: Each share of phantom stock is the economic equivalent of one share of common stock. Phantom stock represents deferred stock compensation under the Amended and Restated Retainer Plan for Eligible Directors of Tompkins Financial Corporation and its Wholly-Owned Subsidiaries. These shares are held in a rabbi trust pending distribution upon the occurrence of certain events specified in the Plan. The reporting person has no voting or investment power over the shares prior to such distribution.

F4: Includes 2,265 shares of phantom stock held in the rabbi trust referenced above that were previously reported as "Common Stock Drip" shares in Table I in the reporting person's Form 5 filed on February 14, 2011. The reporting person intends to report all such shares of phantom stock in Table II in future reports.