Exhibit 10.2


AMENDED AND RESTATED

RETAINER PLAN FOR ELIGIBLE DIRECTORS

OF

TOMPKINS FINANCIAL CORPORATION

AND ITS WHOLLY-OWNED SUBSIDIARIES

(formerly known as the “Stock Retainer Plan for Eligible Directors of Tompkins
Trustco, Inc. and Participating Subsidiaries”)


1.       General. This Amended and
Restated
Retainer Plan (the “Plan”) for Eligible Directors of Tompkins Financial
Corporation and its wholly-owned subsidiaries (referred to collectively as the
“Company”) provides that Eligible Directors (defined below) may elect to
receive their retainer, meeting, chairman, vice-chairman and/or committee fees
(collectively, “Fees”) payable for services as a member of the Board of
Directors of the Company or any committee thereof in the following manner:


	
 

	
 

	
 


	
 

	
(a)

	
In
 shares of common stock, par value $0.10 per share, of Tompkins Financial
 Corporation, pursuant to Section 5 of this Plan (“Deferred Stock
 Compensation”); and/or,


	
 


	
 

	
(b)

	
In
 deferred cash compensation, pursuant to Section 6 of this Plan (“Deferred
 Cash Compensation”); and/or,


	
 


	
 

	
(c)

	
In
 cash. 





          Fees
will be payable at the beginning of each quarter, in such amounts as the Board
of Directors of Tompkins Financial Corporation (the “TFC Board”) may
determine from time to time by resolution. “Fixed Fees” include any
payments which are not subject to increase or reduction based on meeting
attendance, committee service, etc. (e.g., retainer fees). “Variable Fees”
include any payments which increase or decrease based on meeting attendance,
committee service, etc. (e.g., meeting attendance fees, committee attendance
fees, or fees for service as a committee chair).


          Subject
to an Eligible Director’s Valid Election, Fixed Fees shall be paid in any
combination of (a), (b), or (c) above, and Variable Fees shall be paid, in
their entirety, in accordance with only one of (a), (b) or (c) above. If the
allocation of Fixed Fees across the available payment options results in a
fraction, such fraction shall be rounded to the nearest dollar.


          This
Plan is an amendment to and restatement of that certain Stock Retainer Plan for
Eligible Directors of Tompkins Trustco, Inc. and Participating Subsidiaries,
filed on May 12, 2005 with the SEC as Exhibit 10.1 to Current Report on Form
8-K of Tompkins Financial Corporation (f/k/a Tompkins Trustco, Inc.). This Plan
shall also replace in their entirety any and all Deferred Compensation
Agreements made between Tompkins Trust Company and Eligible Directors. This
Plan shall not replace, alter or amend any Deferred Compensation Agreements
currently existing between The Bank of Castile and certain Eligible Directors.


2.       Purpose. The purpose of
this Plan is to
advance the interests of the Company by enhancing the ability of the Company to
attract and retain directors who are in a position to make significant
contributions to the success of the Company, and to provide the opportunity for
directors to align their interests with those of the Company’s stockholders by
electing to receive some or all of their Fees as Deferred Stock Compensation.


3.       Definitions. Capitalized
terms used in
this Plan without other definition shall, unless expressly stated otherwise,
have the following meanings:


          (a)          “Business
Day” means any day except a Saturday, Sunday or other day on which
commercial banks in New York, New York are authorized or required by law to
close.


          (b)          “Direct
Stock Purchase Plan” means the Dividend Reinvestment and Stock Purchase and
Sale Plan sponsored by the Company and administered by the American Stock
Transfer & Trust Company or such other substitute or successor open market
purchase plan designated by the TFC Board.


          (c)          “Eligible
Director” means (i) any director of the Company who is not an officer or
employee of the Company and (ii) any other director who the Board of Directors
of the Company shall designate as an Eligible Director.


          (d)          “Stock”
means the common stock of Tompkins Financial Corporation, par value $0.10.






          (d)          “Valid
Election” means an election timely made and delivered in accordance with
the instructions provided on the DEFERRED
COMPENSATION (409A) ELECTION FORM, a copy of which is attached hereto as
Exhibit A.


          (e)          “Valuation
Date” means the last Business Day before the beginning of the Company’s
immediately succeeding fiscal year, as applicable.


4.       Administration. This Plan
shall be
administered by the TFC Board. The TFC Board has the authority to control and
manage the operation and administration of this Plan, including (a) to adopt,
amend and rescind rules and regulations for the administration of this Plan and
(b) to interpret this Plan and to decide any questions and settle all
controversies and disputes that may arise in connection with this Plan. Such
determinations of the TFC Board shall be conclusive and shall bind all parties.
Transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), including, but
not limited to, any applicable six month holding periods relating to Stock
purchased or otherwise acquired under this Plan. To the extent any provision of
this Plan or action by the TFC Board fails to so comply, it shall be deemed
null and void, to the extent permitted by law and deemed advisable by the TFC
Board. 


5.       Deferred Stock
Compensation


          (a)          Deferred
Shares of Stock. Any Fees which an Eligible Director elects to
receive as Deferred Stock Compensation will be transferred to a trustee subject
to a rabbi trust agreement among the Company and a trustee designated by the
TFC Board (the “Trust”). Pursuant to the Trust, the trustee will
establish a Deferred Stock Compensation account (a “Deferred Stock Account”)
for such Eligible Director(s); provided, however, that any deferred stock
compensation accounts existing for Eligible Directors under this Plan prior to
the Effective Date hereof shall, for the purposes of this Plan, be deemed a
“Deferred Stock Account.” As Fees are earned, the Company will contribute such
Fees to the trustee and the trustee will, subject to the terms of the Trust,
acquire shares of Stock for such Eligible Director’s Deferred Stock Account on
the open market pursuant to the Direct Stock Purchase Plan. The actual number
of shares of Stock acquired by the Trust and deposited into an Eligible
Director’s Deferred Stock Account will be equal to the quotient determined by
dividing the Fees contributed by the Company to such Eligible Director’s
Deferred Stock Account by the purchase price per share of Stock paid pursuant
to the terms of the Direct Stock Purchase Plan. The actual price per share of
Stock that will be paid under the Direct Stock Purchase Plan cannot be
determined until a particular purchase is completed. Deferred Stock
Compensation is available if, and only if, an Eligible Director has made a
Valid Election directing that some or all of his or her Fees be paid as Deferred
Stock Compensation.


          (b)          Rights
as
Stockholder; Assignment. Eligible Directors shall have no rights of
a stockholder with regard to shares of Stock held in the Trust, and shall be
subject to and governed by the terms of the Trust and this Plan. No right to
receive payments under this Plan is transferable or assignable by an Eligible
Director except by will or by the laws of descent and distribution or as may
otherwise be provided for in the Trust or this Plan.


          (c)          Rights
to
Shares of Stock. An Eligible Director’s right to payment of Deferred
Stock Compensation under this Plan is a contractual obligation of the Company
to the Eligible Director, and his or her right to such shares of Stock shall be
an unsecured claim against the general assets of the Company. However, the
Company has established the Trust as an irrevocable rabbi trust for Eligible
Directors for the purpose of holding assets used to provide the benefits
required by this Plan. The Company shall make periodic contributions to the
Trust as may be required to fund amounts payable under this Plan. The Trust
provides an Eligible Director with assurance that deferred compensation will be
paid to him or her in accordance with this Plan, except in the event of the Company’s
bankruptcy or insolvency. 


          (d)          Payment
of
Deferred Compensation. 


	
 

	
 

	
 

	
 


	
 

	
(i)

	
An
 Eligible Director will have the right to the payment of his or her Deferred
 Stock Compensation upon the first to occur of the following events (each of
 the following a “Distribution Triggering Event”):


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
the
 Eligible Director’s attainment of his or her Target Age (as defined below); 


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
the
 Eligible Director’s termination of service as a director of the Company,
 subject to the second item of Section 5(d)(ii) below;


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
the
 Eligible Director’s attainment of the age of seventy-two (72) years; or


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
the
 Eligible Director’s death.












	
 

	
 

	
 

	
 


	
 

	
 

	
At
 the time of each Eligible Director’s first
 Valid Election only, an Eligible Director may select an age between 65 and 71
 to begin receiving payment of deferred compensation (a “Target Age”).
 The same Target Age shall apply to all forms of deferred compensation
 contemplated by this Plan, and such Target Age must be communicated in
 writing on the DEFERRED COMPENSATION
 (409A) ELECTION FORM. Once a
 Target Age has been selected, it cannot be amended, revoked or rescinded,
 either retroactively or prospectively.


	
 

	
 

	
 

	
 


	
                    (ii)         Upon
 the occurrence of a Distribution Triggering Event, payment of an Eligible
 Director’s Deferred Stock Compensation will be made as follows:


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Notwithstanding
 any other contrary provision contained herein or in any Valid Election, if at
 the time of the Distribution Triggering Event, the director has been an
 Eligible Director for less than ten (10) full years, or if an Eligible
 Director dies, he or she (or his or her beneficiaries or executors) shall
 receive all (100%) of his or her deferred compensation in a lump-sum amount
 (i) immediately, in the event of an Eligible Director’s death, or (ii) as
 soon as practicable following the first Business Day of January of the
 calendar year immediately following the occurrence of the Distribution
 Triggering Event.


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
If,
 at the time of the Distribution Triggering Event, the director has been an
 Eligible Director for at least ten (10) full years, payment will be made upon
 the Eligible Director’s attainment of his or her Target Age and in accordance
 with such Eligible Director’s Payout Election (as hereinafter defined). In an
 Eligible Director’s first
 Valid Election only, an Eligible Director may elect to receive his or her
 deferred compensation (following a Distribution Triggering Event) in a
 lump-sum payment or in annual installment payments over a range of 1 to 7
 years (such chosen method of payment a “Payout Election”). If a
 lump-sum amount is selected by an Eligible Director as his or her Payout
 Election, then such director shall receive all (100%) of his or her deferred
 compensation in a lump-sum amount as soon as practicable following the first
 Business Day of January of the calendar year immediately following the
 occurrence of the Distribution Triggering Event. The same Payout Election
 shall apply to all deferred compensation payable under this Plan, and such
 Payout Election must be communicated in writing on the DEFERRED COMPENSATION (409A) ELECTION FORM. Once a Payout Election has
been selected, it cannot
 be amended, revoked or rescinded, either retroactively or prospectively.
 If no Payout Election is made, payment of deferred compensation shall be in
 the form of a lump-sum.





                    (iii)         If
an Eligible Director’s Payout Election provides for annual installment
payments, such payments will commence as soon as practicable following the
first Business Day of January of the calendar year immediately following the
occurrence of the Distribution Triggering Event (the “Distribution
Commencement Date”), and will continue to be paid annually each year
thereafter as soon as practicable following the first Business Day of each such
subsequent calendar year (each a “Subsequent Distribution Date”) until
the applicable calendar year following the occurrence of the Distribution
Triggering Event (the “Termination Date”). Annual installments of
Deferred Stock Compensation will be made over a period over a period of one (1)
to seven (7) years in accordance with the Payout Election, and shall be made
through the transfer of the shares of Stock held in the Eligible Director’s
Deferred Stock Account established and maintained pursuant to the Trust. The
number of shares of Stock distributed annually to an Eligible Director will be
calculated in the following manner: the number of shares of Stock in the
Eligible Director’s Deferred Stock Account as of the Valuation Date immediately
preceding the Distribution Commencement Date will be multiplied by a fraction,
the numerator of which is 1, and the denominator of which is the number of
remaining annual distribution installments of Stock. The number of the shares
of Stock held in an Eligible Director’s Deferred Stock Account to be
distributed annually on subsequent Distribution Dates will be determined
annually on each corresponding Valuation Date until the Termination Date. By
way of example, if an Eligible Director makes a Payout Election of seven (7)
annual installments, and if his or her service as a director is terminated
effective April 1, 2009, the Distribution Commencement Date will be on or about
January 2, 2010 and the corresponding Valuation Date shall be December 29,
2009. Accordingly, if as of December 29, 2009 the Eligible Director has an
aggregate of 1,350 shares of Stock in his Deferred Stock Account, the number of
shares of Stock to be transferred to the Eligible Director from his or her Deferred
Stock Account on or about January 2, 2010 shall be that number of shares of
Stock equal to 1/7th of 1,350. The balance of the shares of Stock
held in the Eligible Director’s Deferred Stock Account will be valued again on
December 31, 2010 and that number of shares of Stock equal to 1/6th
of the number of shares of Stock in the Deferred Stock Account as of December
31, 2010 will be distributed to the Eligible Director on or about January 2,
2011; and this process shall continue until the Termination Date. 


                    (iv)          In
the event of an Eligible Director’s death before he or she has received all of
the Deferred Stock Compensation distributions to which he or she is entitled,
the lump-sum distribution will be made to the beneficiary designated in writing
by the Eligible Director. If no such designation is in effect at the time any
distribution becomes due hereunder, such 






distribution
shall be made to the Eligible Director’s surviving spouse and, if the Eligible
Director leaves no spouse surviving, to the Eligible Director’s executor or
administrator. Beneficiary designations and changes thereof may be made by the
Eligible Director during his or her lifetime by written notice filed with the
Corporate Secretary of Tompkins Financial Corporation, which designation, and
any subsequent change, shall take effect as of the date the notice is signed,
recorded, and accepted by the Corporate Secretary of Tompkins Financial
Corporation, subject to any distribution made by the Company or action taken by
it before acceptance of the notice by the Corporate Secretary.


                    (v)          All
payments made to an Eligible Director pursuant to this Section 5(d) shall be
subject to taxes required to be withheld under applicable laws and regulations
of any governmental authorities.


                    (vi)         An
Eligible Director has no right to elect to accelerate the timing of any
distribution or to change the form of distribution from what is set forth in
this Section 5(d). In the event any Eligible Director is determined to be a
“key employee”, as such term is defined in Internal Revenue Code Section 409A,
or any successor to such statute of like import, then the distribution of
benefits under this Section 5(d) to such Eligible Director shall not be made
until six months after such Eligible Director separates from service as a
director or, if earlier, the date of such Eligible Director’s death, but in no
event earlier then the applicable Distribution Commencement Date and, if the Eligible
Director’s separation is six months or less from the beginning of the calendar
year immediately following the occurrence of the Distribution Event and such
Eligible Director is determined to be a “key employee” as defined herein, such
Eligible Director’s Distribution Commencement Date will be as soon as
practicable following the expiration of the six month separation period. 


                    (vii)        In
the event the Distribution Commencement Date or any subsequent Distribution
Date does not fall on a Business Day, such date will be deemed to refer to the
next Business Day thereafter. 


                    (viii)       In
the event an Eligible Director serves as a director of more than one of the
entities comprising the Company, his or her Distribution Triggering Event,
Distribution Commencement Date and annual installments of Deferred Stock
Compensation will be determined and paid separately relative to each entity. 


6.       Deferred Cash Compensation. Any Fees
which an Eligible Director elects to receive as Deferred Cash Compensation will
be deferred and credited as follows:


          (a)
The Company shall establish an unfunded deferred compensation account (the “Deferred
Cash Account”) for the Eligible Director promptly upon receipt of his or
her Valid Election; provided, however, that any deferred cash accounts existing
for Eligible Directors under a Deferred Compensation Agreement with Tompkins
Trust Company prior to the Effective Date hereof shall, for the purposes of
this Plan, be deemed a “Deferred Cash Account.” The Company shall make payments
with respect to such account as provided for under this Plan when such payments
become payable hereunder. Any amount credited by the Company to such Deferred
Cash Account shall be solely for record keeping purposes, shall remain a
general asset of the Company subject to all claims by its creditors, and shall
not be considered to be held in trust or in escrow or in any way vested in the
Eligible Director.


          (b)
As Eligible Directors earn Fees, the Company shall credit Fees to their
Deferred Cash Accounts in accordance with their Valid Elections. 


          (c)
The Company shall, as of the end of each calendar year, credit to the account
interest on the average balance in such account during such calendar year at an
annual interest rate equal to the Prime Rate, as published in The Wall
Street Journal on the first business day of the calendar year in which the
interest is accrued.


          (d)
Upon the occurrence of a Distribution Triggering Event, payment of an Eligible
Director’s Deferred Cash Compensation will be made as follows:


	
 

	
 

	
 


	
 

	
•

	
Notwithstanding
 any other contrary provision contained herein or in any Valid Election, if at
 the time of the Distribution Triggering Event, the director has been an
 Eligible Director for less than ten (10) full years, or if an Eligible
 Director dies, he or she (or his or her beneficiaries or executors) shall
 receive all (100%) of his or her deferred compensation in a lump-sum amount
 (i) immediately, in the event of an Eligible Director’s death, or (ii) as
 soon as practicable following the first Business Day of January of the
 calendar year immediately following the occurrence of the Distribution
 Triggering Event.


	
 

	
 

	
 


	
 

	
•

	
If,
 at the time of the Distribution Triggering Event, the director has been an
 Eligible Director for at least ten (10) full years, payment will be made in
 accordance with such Eligible Director’s Payout 












	
 

	
 

	
 


	
 

	
 

	
Election.
 If a lump-sum amount is selected by an Eligible Director as his or her Payout
 Election, then such director shall receive all (100%) of his or her deferred
 compensation in a lump-sum amount as soon as practicable following the first
 Business Day of January of the calendar year immediately following the
 occurrence of the Distribution Triggering Event. The same Payout Election
 shall apply to all deferred compensation payable under this Plan, and such
 Payout Election must be communicated in writing on the DEFERRED COMPENSATION (409A) ELECTION FORM. Once a Payout Election has
been selected, it cannot
 be amended, revoked or rescinded, either retroactively or prospectively.
 If no Payout Election is made, payment of deferred compensation shall be in
 the form of a lump-sum.





                    (i)
If an Eligible Director’s Payout Election provides for annual installment
payments, such payments shall begin on the first day of the calendar year next
following or coincident with the Distribution Triggering Event. Any payments
coming due at or after the Eligible Director’s death shall be paid as a
lump-sum to the beneficiary designated in writing by the Eligible Director. If
no such designation is in effect at the time any distribution becomes due
hereunder, such distribution shall be made to the Eligible Director’s surviving
spouse and, if the Eligible Director leaves no spouse surviving, to the
Eligible Director’s executor or administrator. Beneficiary designations and
changes thereof may be made by the Eligible Director during his or her lifetime
by written notice filed with the Corporate Secretary of Tompkins Financial
Corporation, which designation, and any subsequent change, shall take effect as
of the date the notice is signed, recorded, and accepted by the Corporate
Secretary of Tompkins Financial Corporation, subject to any payment made by the
Company or action taken by it before acceptance of the notice by the Corporate
Secretary.


          (e)
In the event an Eligible Director serves as a director of more than one of the
entities comprising the Company, his or her eligibility for payment under
Section 6(d)(i) will be determined and paid separately relative to each entity.


7.       Spendthrift Provision. No
benefit
hereunder may be assigned, anticipated, or hypothecated and, to the extent
permitted by law, no sum payable under this Plan shall be subject to legal
process or attachment for payment of any claim against any payee hereunder.


8.       Effective Date and Term of
Plan. This
Plan, as amended and restated, is effective as of January 1, 2009 (the “Effective
Date”). The term of this Plan shall be indefinite.


9.       Amendment and Termination.
This Plan
may at any time or from time to time be amended, modified or terminated by the
TFC Board; provided that, no amendment or modification will, without the
requisite approval of the stockholders of the Company, effectuate a change for
which stockholder approval is required under applicable law or the rules of the
American Stock Exchange or of such other national securities exchange or
automated quotation system on which the Stock may be listed or admitted to
trading, and further provided that no such amendment, modification or
termination will, without the consent of the Eligible Director, adversely
affect the Eligible Director’s accruals through the date of such amendment, modification
or termination in his or her Deferred Stock Compensation or Deferred Cash
Compensation accounts.


10.     Binding Upon Successors.
The Plan shall
be binding upon and inure to the benefit of the Company, its successors and
assigns and the Eligible Directors and their heirs, executors, administrators
and legal representatives. In the event of the merger or consolidation of the
Company with or into any other corporation, or in the event substantially all
of the assets of the Company shall be transferred to another corporation, the
successor corporation resulting from the merger or consolidation, or the
transferee of such assets, as the case may be, shall, as a condition to the
consummation of the merger, consolidation or transfer, assume the obligations
of the Company hereunder and shall be substituted for the Company hereunder.