TOMPKINS FINANCIAL CORP — Director's Dealing 2013

Jul 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2013-07-05

Reporting Person: HAYNES CARL E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-05	Phantom Stock	$	A	89.7	Acquired		Common Stock (89.7)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4835.6	Direct

Footnotes

F1: Includes shares acquired through reinvestment of quarterly dividends.

F2: 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.

F3: Includes shares acquired through deferral of retainer and/or meeting attendance fees, and reinvestment of quarterly cash dividends.