TOMPKINS FINANCIAL CORP — Director's Dealing 2013

May 10, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2013-05-03

Reporting Person: ROMAINE STEPHEN S (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-03	Common Stock	A	5870	$40.60	Acquired	11619.3	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-03	Stock Appreciation Rights (SAR)	$40.60	A	6270	Acquired	2023-05-03	Common Stock (6270)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4660	Indirect
Common Stock	2771	Indirect

Footnotes

F1: Restricted Stock was 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.

F2: Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. SARs 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. When exercised, the SARs will be settled in Common Stock of the Company. The grant will expire ten years from the date of the grant.