TOMPKINS FINANCIAL CORP — Director's Dealing 2014

May 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2014-05-02

Reporting Person: FULMER JAMES W (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-02	Common Stock	M	7986	$46.31	Acquired	67879	Direct
2014-05-02	Common Stock	F	6647	$46.31	Disposed	61232	Direct
2014-05-02	Common Stock	M	4114	$46.31	Acquired	65346	Direct
2014-05-02	Common Stock	F	3424	$46.31	Disposed	61922	Direct
2014-05-02	Common Stock	F	183	$46.31	Disposed	61739	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-02	Incentive Stock Option (Right to Buy)	$38.5364	M	7986	Disposed	2016-01-23	Common Stock (7986)	Direct
2014-05-02	Non-qualified Stock Option (Right to Buy)	$38.5364	M	4114	Disposed	2016-01-23	Common Stock (4114)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10216	Indirect
Common Stock	28155	Indirect

Footnotes

F1: Shares withheld for taxes.

F2: The option becomes exercisable in six annual installments commencing two years after the date of the grant.

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