TOMPKINS FINANCIAL CORP — Director's Dealing 2014

Feb 11, 2014

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: VALENTI SUSAN M. (SVP, Corporate Marketing)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3703.28	Direct
Common Stock	480	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: 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.