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FAIR VALUE

12 Months Ended

Dec. 31, 2013

9.	*FAIR VALUE*

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1:	Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2:	Significant other observable inputs other that Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3:	Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing as asset or liability.

The Corporation used the following methods and significant assumptions to estimate the fair value:

Investment Securities: The fair values for investment securities are determined by quoted market prices (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

Loans Held for Sale, at Fair Value: The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors (Level 2).

Loans Held for Sale, at Lower of Cost or Fair Value: The fair value of this category of loans held for sale is determined using the lower of book value or estimated sale price as calculated by a third-party broker for each loan (Level 2).

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Other Real Estate Owned: Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned (OREO) are measured at fair value, less costs to sell. Fair values are based on recent real estate appraisals. These appraisals may use a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by Management. Once received, a member of the Credit Department reviews the assumptions and approaches utilized in the appraisal, as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Appraisals on collateral dependent impaired loans and other real estate owned (consistent for all loan types) are obtained on an annual basis, unless a significant change in the market or other factors warrants a more frequent appraisal. On an annual basis, Management compares the actual selling price of any collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraisal value to arrive at fair value for other properties. The most recent analysis performed indicated that a discount up to 15 percent should be applied to appraisals on properties. The discount is determined based on the nature of the underlying properties, aging of appraisal and other factors. For each collateral-dependent impaired loan we consider other factors, such as certain indices or other market information, as well as property specific circumstances to determine if an adjustment to the appraised value is needed. In situations where there is evidence of change in value, the Bank will determine if there is need for an adjustment to the specific reserve on the collateral dependent impaired loans. When the Bank applies an interim adjustment, it generally shows the adjustment as an incremental specific reserve against the loan until it has received the full updated appraisal. As of December 31, 2013, all collateral-dependent impaired loans and other real estate owned valuations were supported by an appraisal less than 12 months old with the exception of two loans aggregating $117 thousand which were placed on nonaccrual in December 2013 and updated appraisals were ordered.

The following table summarizes, for the periods indicated, assets measured at fair value on a recurring basis, including financial assets for which the Corporation has elected the fair value option:

						Fair Value Measurements Using
						Quoted
						Prices In
						Active
						Markets				Significant
						For				Other				Significant
						Identical				Observable				Unobservable
						Assets				Inputs				Inputs
(In thousands)		December 31, 2013				(Level 1)				(Level 2)				(Level 3)
Assets:
Securities available for sale:
U.S. government-sponsored entities		$	14,770			$	—			$	14,770			$	—
Mortgage-backed securities-residential			189,080				—				189,080				—
State and political subdivisions			59,343				—				59,343				—
Single-issuer trust preferred security			2,370				—				2,370				—
CRA investment fund			2,884				2,884				—				—
Loans held for sale, at fair value			2,001				—				2,001				—
Total		$	270,448			$	2,884			$	267,564			$	—

(In thousands)		December 31, 2012
Assets:
Securities available for sale:
U.S. government-sponsored entities		$	26,845			$	—			$	26,845			$	—
Mortgage-backed securities-residential			221,440				—				221,440				—
State and political subdivisions			50,632				—				50,632				—
Single-issuer trust preferred security			2,289				—				2,289				—
CRA investment fund			3,062				3,062				—				—
Marketable equity securities			211				211				—				—
Loans held for sale, at fair value			6,461				—				6,461				—
Total		$	310,940			$	3,273			$	307,667			$	—

The Corporation has elected the fair value option for loans held for sale. These loans are intended for sale and the Corporation believes that the fair value is the best indicator of the resolution of these loans. Interest income is recorded based on the contractual terms of the loan and in accordance with the Corporation’s policy on loans held for investment. None of these loans are 90 days or more past due nor on nonaccrual as of December 31, 2013 and December 31, 2012.

Residential loans held for sale, at fair value, totaled $2.0 million and $6.5 million as of December 31, 2013 and December 31, 2012, respectively, and were determined to be Level 2.

There were no transfers between Level 1 and Level 2 during the year ended December 31, 2013.

The following table summarizes, for the periods indicated, assets measured at fair value on a non-recurring basis:

						Fair Value Measurements Using
						Quoted
						Prices In
						Active
						Markets				Significant
						For				Other				Significant
						Identical				Observable				Unobservable
						Assets				Inputs				Inputs
(In thousands)		December 31, 2013				(Level 1)				(Level 2)				(Level 3)
Assets:
Impaired loans:
Primary residential mortgage		$	85				—				—				85
Owner occupied commercial real estate			1,593				—				—				1,593
OREO			980			$	—			$	—			$	980

(In thousands)			December 31, 2012
Assets:
Impaired loans:
Primary residential mortgage		$	346			$	—			$	—			$	346
Investment commercial real estate			160												160
Loans held for sale:
Primary residential mortgage			592				—				592				—
Multifamily			282				—				282				—
Owner-occupied commercial mortgage			5,960				—				5,960				—
Investment commercial real estate			6,652				—				6,652				—
Commercial and industrial			263				—				263				—
OREO			1,990				—				—				1,990

Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans, had a recorded investment of $2.1 million, with a valuation allowance of $471 thousand at December 31, 2013. Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans, had a recorded investment of $596 thousand, with a valuation allowance of $90 thousand at December 31, 2012.

Loans totaling $13.7 million were transferred to loans held for sale in December 2012 resulting in additional provision of $4.1 million and a charge-off of $5.4 million.

At both December 31, 2013 and 2012, OREO at fair value represents one commercial property. The Corporation recorded a valuation allowance of $1.01 million and $145 thousand during 2013 and 2012, respectively.

The carrying amounts and estimated fair values of financial instruments at December 31, 2013 are as follows:

						Fair Value Measurements at December 31, 2013 Using
		Carrying
(In thousands)		Amount				Level 1				Level 2				Level 3				Total
Financial assets
Cash and cash equivalents		$	35,147			$	34,397			$	750			$	—			$	35,147
Securities available for sale			268,447				2,884				265,563				—				268,447
FHLB and FRB stock			10,032				—				—				—				N/A
Loans held for sale, at fair value			2,001				—				2,001				—				2,001
Loans, net of allowance for loan losses			1,558,828				—				—				1,528,937				1,528,937
Accrued interest receivable			4,086				—				817				3,269				4,086
Financial liabilities
Deposits		$	1,647,250			$	1,490,417			$	156,078			$	—			$	1,646,495
Overnight borrowings			54,900				—				54,900								54,900
Federal Home Loan Bank advances			74,692				—				75,728				—				75,728
Accrued interest payable			340				49				291				—				340

The carrying amounts and estimated fair values of financial instruments at December 31, 2012 are as follows:

						Fair Value Measurements at December 31, 2012 Using
		Carrying
(In thousands)		Amount				Level 1				Level 2				Level 3				Total
Financial assets
Cash and cash equivalents		$	119,228			$	116,284			$	2,944			$	—			$	119,228
Securities available for sale			304,479				211				304,268				—				304,479
FHLB and FRB stock			4,639				—				—				—				N/A
Loans held for sale, at fair value			6,461				—				6,461				—				6,461
Loans held for sale, at lower of cost or fair value			13,749				—				13,749				—				13,749
Loans, net of allowance for loan losses			1,119,849				—				—				1,120,537				1,120,537
Accrued interest receivable			3,864				—				958				2,906				3,864
Financial liabilities
Deposits		$	1,516,427			$	1,337,855			$	180,505			$	—			$	1,518,360
Federal Home Loan Bank advances			12,218				—				13,518				—				13,518
Accrued interest payable			306				37				269				—				306

The methods and assumptions, not previously presented, used to estimate fair values are described as follows:

Cash and cash equivalents: The carrying amounts of cash and short-term instruments approximate fair values and are classified as either Level 1 or Level 2.

FHLB and FRB stock: It is not practicable to determine the fair value of FHLB or FRB stock due to restrictions placed on its transferability.

Loans: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

Deposits: The fair values disclosed for demand deposits (e.g., interest and noninterest checking, savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date, (i.e., the carrying amount) resulting in a Level 1 classification. The carrying amounts of variable-rate certificates of deposit approximate the fair values at the reporting date resulting in Level 2 classification. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

Overnight borrowings: The carrying amounts of overnight borrowings approximate fair values and are classified as Level 2.

Federal Home Loan Bank advances: The fair values of the Corporation’s long-term borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.

Accrued interest receivable/payable: The carrying amounts of accrued interest approximate fair value resulting in a Level 2 or Level 3 classification.

Off-balance sheet instruments: Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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