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TOMPKINS FINANCIAL CORP Director's Dealing 2017

Feb 6, 2017

32217_dirs_2017-02-06_e928b620-a7b4-4655-b60d-6c2f1d302a81.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: 2016-12-31

Reporting Person: VALENTI SUSAN M. (EVP, Corporate Marketing)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 9521.429 Direct
Common Stock 1087.19 Indirect
Common Stock 295.91 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Appreciation Rights (SAR) $40.60 2023-05-03 Common Stock (3055) 3055 Direct
Stock Appreciation Rights (SAR) $49.22 2024-11-21 Common Stock (3475) 3475 Direct
Stock Appreciation Rights (SAR) $56.29 2025-11-04 Common Stock (2235) 2235 Direct
Stock Appreciation Rights (SAR) $76.90 2026-11-09 Common Stock (802) 802 Direct

Footnotes

F1: Includes shares acquired through reinvestment of quarterly dividends.

F2: Includes shares acquired through profit sharing or 401K contributions.

F3: 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.

F4: Stock Appreciation Rights (SARs) were granted pursuant to the Tompkins Financial Corporation 2009 Equity Plan. SARs have a five-year vesting schedule, with 0% vesting in year one and 25% vesting in years two through five. 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.