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Merger Of Tompkins Financial Corporation And VIST Financial Corp. Receives Shareholder And Regulatory Approval

Tompkins Financial Corporation (“Tompkins”) (NYSE MKT: TMP) and VIST Financial Corp. (NASDAQ: VIST) today announced the receipt of shareholder approvals in connection with the merger in which Tompkins will acquire VIST Financial Corp. The shareholders of VIST Financial Corp. approved the merger at a special meeting of shareholders held on Tuesday, July 17, 2012, and Tompkins shareholders approved the issuance of shares of Tompkins common stock in the merger at its Annual Meeting of Shareholders held on July 18, 2012 . The merger has been approved by all of the appropriate regulatory authorities and agencies and is expected to close on Wednesday, August 1, 2012 . Under the terms of the merger agreement, shareholders of VIST Financial Corp. will receive 0.3127 shares of Tompkins common stock for each share of VIST common stock.

The combined companies will have assets of approximately $5 billion, deposits of $3.8 billion, and loans of $2.9 billion, with 67 banking offices. Excluding one-time merger expenses, Tompkins Financial expects the transaction to be accretive to earnings per share in the first year and into the future .

“As we’ve worked with the team at VIST over the past six months, the strong synergies between the two organizations have become increasingly clear. VIST brings a seasoned leadership team, a shared sense of values and is culturally aligned with Tompkins Financial. We look forward to bringing the combined resources of the two companies to serve clients in the attractive Southeast Pennsylvania marketplace,” said Stephen S. Romaine, President and CEO of Tompkins Financial.

Upon closing, VIST Bank will operate as a community bank subsidiary with local leadership. This is consistent with Tompkins’ current business model, which has been successfully implemented in the Hudson Valley region of New York, a market that is virtually the same distance from Tompkins’ headquarters as the Southeast Pennsylvania market served by VIST. This model will enable VIST Bank to continue its rich tradition of serving its communities since 1909 as an independent community bank. Bob Davis will continue as President and CEO of VIST Bank.

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