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TOMPKINS FINANCIAL CORP Director's Dealing 2014

Feb 7, 2014

32217_dirs_2014-02-07_a2c94ac5-ace9-4c75-810a-005280b9ece0.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2013-12-31

Reporting Person: KLEIN GERALD J JR (EVP Pres&CEO Mahopac Bank)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 10238 Direct
Common Stock 740 Indirect
Common Stock 2445 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Incentive Stock Option (Right to Buy) $35.7636 2014-05-03 Common Stock (5262) 5262 Direct
Incentive Stock Option (Right to Buy) $38.5364 2016-01-23 Common Stock (7260) 7260 Direct
Incentive Stock Option (Right to Buy) $39.5545 2017-01-18 Common Stock (7942) 7942 Direct
Incentive Stock Option (Right to Buy) $37.2727 2017-11-29 Common Stock (1438) 1438 Direct
Non-qualified Stock Option (Right to Buy) $39.5545 2017-01-18 Common Stock (308) 308 Direct
Non-qualified Stock Option (Right to Buy) $37.2727 2017-11-29 Common Stock (9563) 9563 Direct
Stock Appreciation Rights (SAR) $41.7091 2019-09-17 Common Stock (11000) 11000 Direct
Stock Appreciation Rights (SAR) $37.00 2021-08-19 Common Stock (5250) 5250 Direct
Stock Appreciation Rights (SAR) $40.60 2023-05-03 Common Stock (3055) 3055 Direct

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.

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

F4: 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.