TOMPKINS FINANCIAL CORP — Director's Dealing 2013

May 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2013-05-23

Reporting Person: HYLAND ROSEMARY G. (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-23	Common Stock	M	1640	$35.77	Acquired	6110.85	Direct
2013-05-23	Common Stock	F	1640	$41.25	Disposed	4470.85	Direct
2013-05-24	Common Stock	M	1954	$35.77	Acquired	6424.85	Direct
2013-05-24	Common Stock	F	1954	$41.25	Disposed	4470.85	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-23	Incentive Stock Option (Right to Buy)	$35.77	M	1640	Disposed	2014-05-03	Common Stock (1640)	Direct
2013-05-24	Incentive Stock Option (Right to Buy)	$35.77	M	1954	Disposed	2014-05-03	Common Stock (1954)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1346.06	Indirect
Common Stock	1147.94	Indirect

Footnotes

F1: Includes 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.