TOMPKINS FINANCIAL CORP — Director's Dealing 2014

May 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TOMPKINS FINANCIAL CORP (TMP)
CIK: 0001005817
Period of Report: 2014-05-23

Reporting Person: HARDIE JAMES R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-23	Common Stock	G	1000	$45.55	Disposed	64000	Direct
2014-05-27	Common Stock	G	1000	$46.47	Disposed	63000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	749.54	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
7% Convertible Trust Preferred	$	2039-03-31	Common Stock (18137.7)	750	Direct
Phantom Stock	$		Common Stock (1585.82)	1585.82	Direct

Footnotes

F1: Bona fide gift to daughter.

F2: The Trust Preferred Securities were issued by Tompkins Capital Trust I, all of the common securities of which are owned by Tompkins Financial Corporation (TMP). The Trust Preferred Securities are convertible, at any time on or after April 15, 2019, into TMP Common Stock at a price of $41.35 per share or, if higher, the average of the closing prices of TMP Common Stock on the trading days in the calendar quarter preceding the date of conversion. The amount set out in Item #7 above uses the $41.35 conversion price.

F3: 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.

F4: Includes shares acquired through reinvestment of quarterly dividends.