8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 15, 2010

Commerce Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Missouri	0-2989	43-0889454
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1000 Walnut,
Kansas City, MO		64106
(Address of principal executive offices)		(Zip Code)

(816) 234-2000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended.

Item 2.02 Results of Operations and Financial Condition

A copy of the press release issued April 15, 2010 by Commerce Bancshares, Inc. announcing First Quarter 2010 earnings is furnished under Item 2.02 of this Current Report on Form 8-K as Exhibit 99.1.

All information included in this Current Report on Form 8-K is available on the Company’s Internet site at http://www.commercebank.com.

Item 9.01 Financial Statements and Exhibits

Exhibits

99.1     Press Release dated April 15, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMMERCE BANCSHARES, INC.
By:	/s/ Jeffery D. Aberdeen
	Jeffery D. Aberdeen
	Controller (Chief Accounting Officer)

Date: April 15, 2010

INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press release dated April 15, 2010

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:
Thursday, April 15, 2010

COMMERCE BANCSHARES, INC. ANNOUNCES FIRST QUARTER
EARNINGS PER SHARE OF $.53

     Commerce Bancshares, Inc. announced earnings of $.53 per share for the three months ended March 31, 2010 compared to $.38 per share in the first quarter of 2009, or an increase of 39.5%. Net income for the first quarter amounted to $44.2 million compared to $30.8 million in the same quarter last year. For the quarter, the return on average assets totaled 1.00%, the return on average equity was 9.3% and the efficiency ratio was 60.5%.

     In making this announcement, David W. Kemper, Chairman and CEO, said, “The growth in net income for the first quarter of 2010 over the same period last year was mainly the result of continued growth in our core revenues coupled with a decline in our provision for loan losses and solid expense control. Although loan demand remains challenging, we grew our net interest income by $12.7 million, or 8.5%, in the first quarter of 2010 compared to last year, with our net interest margin increasing to 4.03% from 3.83% last year. Non-interest income increased over the same period last year resulting from higher bankcard fees, which grew by 19.6% reflecting strong growth in corporate, debit and merchant fee income. However, deposit, loan and corporate sweep fee income were lower than in the prior year. Loan balances continued to decline this quarter as credit demand remains weak from both consumers and corporate borrowers, while deposits also declined mainly due to seasonal changes in corporate demand balances.”

     Further, Mr. Kemper noted, “During the quarter, net loan charge-offs totaled $31.3 million, a decrease of $5.7 million from the previous quarter, while total non-performing assets declined $6.6 million from the previous quarter to $110.1 million. We increased the allowance for loan losses by $3.1 million this quarter to $197.5 million, representing 1.8 times non-performing assets. In addition, the provision for loan losses declined $6.7 million compared to the previous quarter. Our ratio of tangible common equity to assets also increased to 10.0% compared to 9.7% in the prior quarter, while our loans to deposits ratio totaled 75.0%. These measures reflect strong capital and liquidity positions.”

     Total assets at March 31, 2010 were $18.0 billion, total loans were $10.4 billion, and total deposits were $14.0 billion.

(more)

     Commerce Bancshares, Inc. is a registered bank holding company offering a full line of banking services, including investment management and securities brokerage. The Company currently operates in over 370 locations in Missouri, Illinois, Kansas, Oklahoma and Colorado. The Company also has operating subsidiaries involved in mortgage banking, credit related insurance, and private equity activities.

Summary of Non-Performing Assets and Past Due Loans

(Dollars in thousands)		12/31/09			3/31/10			3/31/09
Non-Accrual Loans	$	106,613		$	95,749		$	110,019
Foreclosed Real Estate	$	10,057		$	14,334		$	8,666
Total Non-Performing Assets	$	116,670		$	110,083		$	118,685
Non-Performing Assets to Loans		1.15	%		1.12	%		1.08	%
Non-Performing Assets to Total Assets		.64	%		.61	%		.66	%
Loans 90 Days & Over Past Due – Still Accruing	$	42,632		$	42,583		$	51,411

     This financial news release, including management’s discussion of first quarter results, is posted to the Company’s web site at www.commercebank.com.

* * * * * * * * * * * * * * *

For additional information, contact
Jeffery Aberdeen, Controller
at PO Box 419248, Kansas City, MO
or by telephone at (816) 234-2081
Web Site: http://www.commercebank.com
Email: mymoney@commercebank.com

2

COMMERCE BANCSHARES, INC. and SUBSIDIARIES
FINANCIAL HIGHLIGHTS

	For the Three Months Ended
	December 31			March 31			March 31
(Unaudited)	2009			2010			2009
FINANCIAL SUMMARY (In thousands, except per share data)
Net interest income	$	164,503		$	162,710		$	150,015
Taxable equivalent net interest income		169,530			167,534			153,942
Non-interest income		103,457			93,252			92,431
Investment securities losses, net		(1,325	)		(3,665	)		(2,172	)
Provision for loan losses		41,002			34,322			43,168
Non-interest expense		154,677			155,787			152,886
Net income		49,622			44,170			30,836
Cash dividends		18,984			19,600			18,259
Net total loan charge-offs		36,988			31,264			34,919
Business charge-offs		1,991			267			3,842
Real estate — construction and land charge-offs		10,030			10,966			9,226
Real estate — business charge-offs		2,186			431			776
Consumer credit card charge-offs		12,721			13,065			10,763
Consumer charge-offs		7,870			5,524			9,333
Home equity charge-offs		561			580			300
Student charge-offs		2			3			—
Real estate — personal charge-offs		1,230			201			545
Overdraft charge-offs		397			227			134
Per common share:
Net income — basic	$	0.60		$	0.53		$	0.38
Net income — diluted	$	0.60		$	0.53		$	0.38
Cash dividends	$	0.229		$	0.235		$	0.229
Diluted wtd. average shares o/s		83,040			83,326			79,807
RATIOS
Average loans to deposits (1)		73.61	%		74.98	%		87.23	%
Return on total average assets		1.09	%		1.00	%		0.73	%
Return on total average equity		10.48	%		9.32	%		7.82	%
Non-interest income to revenue (2)		38.61	%		36.43	%		38.12	%
Efficiency ratio (3)		57.42	%		60.49	%		62.58	%
AT PERIOD END
Book value per share based on total equity	$	22.72		$	23.13		$	20.18
Market value per share	$	38.72		$	41.14		$	34.57
Allowance for loan losses as a percentage of loans		1.92	%		2.01	%		1.65	%
Tier I leverage ratio		9.58	%		9.81	%		8.93	%
Tangible equity to assets ratio (4)		9.71	%		9.99	%		8.24	%
Common shares outstanding		83,008,319			83,313,676			79,792,571
Shareholders of record		4,444			4,411			4,595
Number of bank/ATM locations		374			373			370
Full-time equivalent employees		5,125			5,094			5,222
OTHER QTD INFORMATION
High market value per share	$	40.38		$	41.86		$	42.30
Low market value per share	$	34.19		$	37.55		$	26.48

(1)	Includes loans held for sale.
(2)	Revenue includes net interest income and non-interest income.
(3)	The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of revenue.
(4)	The tangible equity ratio is calculated as stockholders’ equity reduced by goodwill and other intangible assets (excluding mortgage servicing rights) divided by total assets reduced by goodwill and other intangible assets (excluding mortgage servicing rights).

3

COMMERCE BANCSHARES, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

	For the Three Months Ended
(Unaudited)	December 31			March 31			March 31
(In thousands, except per share data)	2009			2010			2009
Interest income	$	194,999		$	188,069		$	193,874
Interest expense		30,496			25,359			43,859
Net interest income		164,503			162,710			150,015
Provision for loan losses		41,002			34,322			43,168
Net interest income after
provision for loan losses		123,501			128,388			106,847
NON-INTEREST INCOME
Deposit account charges and other fees		26,085			23,981			25,592
Bank card transaction fees		33,572			32,490			27,168
Trust fees		19,345			19,318			18,873
Bond trading income		4,903			5,004			5,804
Consumer brokerage services		2,413			2,117			2,900
Loan fees and sales		7,728			1,839			2,961
Other		9,411			8,503			9,133
Total non-interest income		103,457			93,252			92,431
INVESTMENT SECURITIES GAINS (LOSSES), NET
Impairment (losses) reversals on debt securities		2,639			1,295			(21,885	)
Less noncredit-related losses (reversals) on securities not expected to be sold		(2,301	)		(2,752	)		21,332
Net impairment (losses) reversals		338			(1,457	)		(553	)
Realized gains (losses) on sales and fair value adjustments		(1,663	)		(2,208	)		(1,619	)
Investment securities gains (losses), net		(1,325	)		(3,665	)		(2,172	)
NON-INTEREST EXPENSE
Salaries and employee benefits		85,480			87,438			86,753
Net occupancy		11,273			12,098			11,812
Equipment		6,589			5,901			6,322
Supplies and communication		7,162			7,338			8,684
Data processing and software		16,935			16,606			14,347
Marketing		4,132			4,718			4,347
Deposit insurance		5,465			4,750			4,106
Other		17,641			16,938			16,515
Total non-interest expense		154,677			155,787			152,886
Income before income taxes		70,956			62,188			44,220
Less income taxes		21,493			18,377			13,592
Net income before non-controlling interest		49,463			43,811			30,628
Less non-controlling interest expense (income)		(159	)		(359	)		(208	)
Net income	$	49,622		$	44,170		$	30,836
Net income per common share — basic	$	0.60		$	0.53		$	0.38
Net income per common share — diluted	$	0.60		$	0.53		$	0.38

4

COMMERCE BANCSHARES, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(Unaudited)	December 31			March 31			March 31
(In thousands)	2009			2010			2009
ASSETS
Loans	$	10,145,324		$	9,834,540		$	10,940,869
Allowance for loan losses		(194,480	)		(197,538	)		(180,868	)
Net loans		9,950,844			9,637,002			10,760,001
Loans held for sale		345,003			541,104			502,440
Investment securities:
Available for sale		6,340,975			6,256,242			4,550,908
Trading		10,335			26,888			15,808
Non-marketable		122,078			122,508			140,077
Total investment securities		6,473,388			6,405,638			4,706,793
Federal funds sold and securities purchased under agreements to resell		22,590			500			43,050
Interest earning deposits with banks		24,118			7,818			592,162
Cash and due from banks		417,126			345,078			374,748
Land, buildings and equipment — net		402,633			396,296			407,064
Goodwill		125,585			125,585			125,585
Other intangible assets — net		14,333			13,419			16,339
Other assets		344,569			563,757			419,275
Total assets	$	18,120,189		$	18,036,197		$	17,947,457
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest bearing demand	$	1,793,816		$	1,583,090		$	1,507,168
Savings, interest checking and money market		9,202,916			9,496,969			8,128,465
Time open and C.D.’s of less than $100,000		1,801,332			1,733,534			2,119,252
Time open and C.D.’s of $100,000 and over		1,412,387			1,191,166			2,202,726
Total deposits		14,210,451			14,004,759			13,957,611
Federal funds purchased and securities sold under agreements to repurchase		1,103,191			998,773			1,001,552
Other borrowings		736,062			731,507			847,275
Other liabilities		184,580			373,723			530,978
Total liabilities		16,234,284			16,108,762			16,337,416
Stockholders’ equity:
Preferred stock		—			—			—
Common stock		415,637			417,315			380,550
Capital surplus		854,490			859,849			623,236
Retained earnings		568,532			593,102			645,736
Treasury stock		(838	)		(2,052	)		(990	)
Accumulated other comprehensive income (loss)		46,407			58,088			(40,920	)
Total stockholders’ equity		1,884,228			1,926,302			1,607,612
Non-controlling interest		1,677			1,133			2,429
Total equity		1,885,905			1,927,435			1,610,041
Total liabilities and equity	$	18,120,189		$	18,036,197		$	17,947,457

5

COMMERCE BANCSHARES, INC. and SUBSIDIARIES
AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS

	For the Three Months Ended
	December 31, 2009					March 31, 2010					March 31, 2009
			Avg. Rates					Avg. Rates					Avg. Rates
(Unaudited)	Average		Earned/			Average		Earned/			Average		Earned/
(Dollars in thousands)	Balance		Paid			Balance		Paid			Balance		Paid
ASSETS:
Loans:
Business (A)	$	2,866,187		3.77	%	$	2,830,429		3.83	%	$	3,340,514		3.61	%
Real estate — construction and land		695,077		3.93			633,726		4.01			816,433		3.34
Real estate — business		2,112,793		4.98			2,088,111		5.00			2,140,638		5.10
Real estate — personal		1,546,822		5.32			1,526,254		5.35			1,620,844		5.72
Consumer		1,358,380		7.03			1,306,507		6.94			1,579,456		6.92
Home equity		488,314		4.33			488,492		4.31			504,820		4.31
Student		334,804		2.28			328,725		2.28			353,650		3.69
Consumer credit card		748,918		11.80			762,925		12.58			734,510		11.90
Overdrafts		10,802		—			7,601		—			8,388		—
Total loans (B)		10,162,097		5.27			9,972,770		5.37			11,099,253		5.24
Loans held for sale		322,125		1.70			483,763		1.60			463,477		3.00
Investment securities:
U.S. government and federal agency		517,951		3.02			606,148		2.16			133,905		3.61
State and municipal obligations (A)		930,881		4.80			898,495		5.04			747,219		5.13
Mortgage and asset-backed securities		4,478,166		3.86			4,456,990		3.69			2,826,302		5.20
Other marketable securities (A)		188,467		5.45			181,123		4.67			142,166		5.84
Total available for sale securities (B)		6,115,465		3.98			6,142,756		3.77			3,849,592		5.15
Trading securities (A)		13,746		2.66			13,787		2.91			16,564		3.01
Non-marketable securities (A)		133,682		6.02			123,435		5.91			141,244		4.09
Total investment securities		6,262,893		4.02			6,279,978		3.81			4,007,400		5.11
Federal funds sold and securities purchased under agreements to resell		9,383		0.85			7,224		0.84			109,889		0.42
Interest earning deposits with banks		290,233		0.25			108,137		0.24			600,608		0.30
Total interest earning assets		17,046,731		4.66			16,851,872		4.64			16,280,627		4.93
Non-interest earning assets (B)		1,045,890					1,110,052					911,422
Total assets	$	18,092,621				$	17,961,924				$	17,192,049
LIABILITIES AND EQUITY:
Interest bearing deposits:
Savings	$	442,036		0.14		$	461,244		0.10		$	417,474		0.15
Interest checking and money market		9,180,802		0.33			9,447,420		0.30			7,881,388		0.41
Time open & C.D.’s of less than $100,000		1,895,538		1.93			1,766,189		1.56			2,092,092		2.86
Time open & C.D.’s of $100,000 and over		1,558,664		1.46			1,323,701		1.20			2,093,235		2.19
Total interest bearing deposits		13,077,040		0.69			12,998,554		0.56			12,484,189		1.11
Borrowings:
Federal funds purchased and securities sold under agreements to repurchase		979,738		0.33			1,165,618		0.29			994,807		0.50
Other borrowings (C)		773,130		3.62			734,921		3.70			1,207,688		2.86
Total borrowings		1,752,868		1.78			1,900,539		1.61			2,202,495		1.80
Total interest bearing liabilities		14,829,908		0.82	%		14,899,093		0.69	%		14,686,684		1.21	%
Non-interest bearing demand deposits		1,166,687					946,450					771,592
Other liabilities		217,306					193,998					134,965
Equity		1,878,720					1,922,383					1,598,808
Total liabilities and equity	$	18,092,621				$	17,961,924				$	17,192,049
Net interest income (T/E)	$	169,530				$	167,534				$	153,942
Net yield on interest earning assets				3.95	%				4.03	%				3.83	%

(A)	Stated on a tax equivalent basis using a federal income tax rate of 35%.
(B)	The allowance for loan losses and unrealized gains/(losses) on available for sale securities are included in non-interest earning assets.
(C)	Interest expense capitalized on construction projects is not deducted from interest expense in the calculation of the rate shown above.

6

COMMERCE BANCSHARES, INC.
Management Discussion of First Quarter Results
March 31, 2010

For the quarter ended March 31, 2010, net income amounted to $44.2 million, an increase of $13.3 million over the same quarter last year, but a decline of $5.5 million compared to the previous quarter. For the current quarter, the return on average assets was 1.00%, the return on average equity was 9.3%, and the efficiency ratio was 60.5%. Compared to the same quarter last year, net interest income (tax equivalent) increased by $13.6 million to $167.5 million, while non-interest income increased by $821 thousand to $93.3 million. Non-interest expense for the quarter totaled $155.8 million, an increase of $2.9 million, or 1.9%, over the same period last year. The provision for loan losses totaled $34.3 million, representing a decline of $8.8 million from the amount recorded in the same quarter last year.

Balance Sheet Review

During the 1^st quarter of 2010, average loans, excluding loans held for sale, decreased $189.3 million, or 1.9%, compared to the previous quarter. Also, these same loans decreased $1.1 billion, or 10.1%, this quarter compared to the same period last year. The decrease in average loans compared to the previous quarter was mainly the result of lower loan balances in virtually all categories except consumer credit card loans, as loan demand remained weak and commercial line of credit usage remained low. Consumer credit card loans grew $14.0 million this quarter compared to the previous quarter, mainly due to higher usage during the holiday season which carried forward into the 1^st quarter of 2010.

During the 1^st quarter of 2010, average business, construction and business real estate loans declined $35.8 million, $61.4 million and $24.7 million, respectively, while average personal real estate loans declined $20.6 million. Average consumer loans, consisting mainly of automobile and marine and RV loans, declined $51.9 million, as loan pay-downs continued to exceed new loan originations since the Company has ceased most marine and RV loan originations. The average balance of loans held for sale (comprised mostly of student loans) increased $161.6 million this quarter, as the Company typically originates new student loans in this time period under the Department of Education’s current loan program. It is expected that these newly originated loans will be sold later this year, as occurred last year under this program.

Total available for sale investment securities (excluding fair value adjustments) averaged $6.1 billion this quarter, up $27.3 million compared to the previous quarter. Declines in municipal securities and mortgage and asset-backed securities were offset by growth in U.S. government and agency securities, which grew by $88.2 million this quarter. At March 31, 2010 the duration of the investment portfolio was 3.4 years, and maturities of approximately $1.5 billion are expected to occur during the next 12 months.

Total average deposits declined $298.7 million, or 2.1%, during the 1^st quarter of 2010 compared to the previous quarter, but increased $689.2 million, or 5.2%, compared to the 1^st quarter of 2009. Compared to the previous quarter, the decrease in average deposits resulted mainly from a decline in business demand deposits (down $226.3 million), primarily due to seasonal changes in the balances of several larger corporate deposit customers. Also, interest bearing deposits declined $78.5 million as a result of continued declines in certificates of deposit (CD) balances (down $364.3 million) but were offset by growth in money market and savings accounts, which increased by $260.5 million and $19.2 million, respectively. Part of the reduction in CD totals related to certain jumbo short-term corporate CD’s, which declined $137.6 million this quarter as the Company continued to reduce its reliance on higher cost short-term funding sources. The average loans to deposits ratio in the current quarter was 75.0%, compared to 73.6% in the previous quarter.

During the current quarter, the Company’s average borrowings increased $147.7 million compared to the previous quarter. This increase was the result of $185.9 million in higher average federal funds purchased and repurchase agreement balances.

Net Interest Income

Net interest income (tax equivalent) in the 1^st quarter of 2010 amounted to $167.5 million, a decrease of $2.0 million compared with the previous quarter, but an increase of $13.6 million compared to the 1^st quarter of last year. During the 1^st quarter of 2010, the net yield on earning assets (tax equivalent) was 4.03%, compared with 3.95% in the previous quarter and 3.83% in the same period last year.

The decrease of $2.0 million in net interest income (tax equivalent) in the 1^st quarter of 2010 from the previous quarter was primarily due to a decline in interest income from loans and investments offset by lower rates paid on deposit accounts, mainly CD’s. The decrease in interest earned on loans this quarter was mainly due to lower average balances on most loan products coupled with small changes in rates earned. Interest on consumer credit cards, however, increased $1.4 million due to higher average balances and higher rates. Interest income on investment securities decreased $4.5 million (tax equivalent) as rates earned on investment securities declined 21 basis points to an average yield of 3.81%, while the average balance was somewhat higher this quarter. At March 31, 2010, the Company held Treasury inflation-protected securities with a book value of $425.2 million. During the current quarter, inflation-adjusted income earned on these bonds amounted to $982 thousand compared to $1.4 million earned in the previous quarter.

Interest expense on deposits declined $4.8 million in the 1^st quarter of 2010 compared with the previous quarter as a result of lower rates paid on virtually all deposit products, coupled with lower average CD balances which carry higher interest rates. Interest expense on borrowings decreased $335 thousand, due mainly to lower average balances and lower rates paid on FHLB advances.

The tax equivalent yield on interest earning assets in the 1^st quarter of 2010 decreased 2 basis points from the previous quarter to 4.64%, while the overall cost of interest bearing liabilities decreased 13 basis points to .69%.

Non-Interest Income

For the 1^st quarter of 2010, total non-interest income amounted to $93.3 million, an increase of $821 thousand compared to $92.4 million in the same period last year. Also, current quarter non-interest income decreased $10.2 million compared to $103.5 million recorded in the previous quarter.

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COMMERCE BANCSHARES, INC.
Management Discussion of First Quarter Results
March 31, 2010

Bank card fees for the current quarter increased 19.6% over the 1^st quarter of last year due to continued growth in transaction fees earned on corporate card (growth of 48.1%), merchant (growth of 11.9%) and debit card (growth of 12.0%) transactions. The growth in corporate card fees was the result of both new customer transactions and increased volumes from existing customers. Trust fees for the quarter were up 2.4% compared to the same period last year, and reflected the effects of fees from new personal trust business, which were partly offset by the effects of low interest rates on money market investments held in trust accounts. Deposit account fees decreased 6.3% from the same period last year, as overdraft fees were down 10.1%. Corporate cash management fees, which comprised 35% of total deposit account fees, were essentially flat with the previous year. Bond trading income for the current quarter totaled $5.0 million, or a decrease of 13.8% from the same period last year. Loan fees and sales totaled $1.8 million this quarter, down $1.1 million mostly due to a $939 thousand decline in gains on student loan sales.

Investment Securities Gains and Losses

Net securities losses amounted to $3.7 million in the 1^st quarter of 2010, compared to net losses of $1.3 million in the previous quarter and net losses of $2.2 million in the same quarter last year. During the current quarter, the Company recorded additional credit-related impairment losses of $1.5 million on certain non-agency guaranteed mortgage-backed securities identified as other than temporarily impaired, compared to $553 thousand in the 1^st quarter of 2009. At March 31, 2010, the par value of non-agency guaranteed mortgage-backed securities identified as other than temporarily impaired totaled $187.6 million, compared to $171.6 million at December 31, 2009.

The current quarter also included pre-tax losses of $2.6 million which related to fair value adjustments on certain private equity investments of the Company. Minority interest related to these losses totaled $425 thousand and is included in non-controlling interest income in the income statement.

Non-Interest Expense

Non-interest expense for the current quarter amounted to $155.8 million, an increase of $1.1 million, or .7%, over the previous quarter and an increase of $2.9 million, or 1.9%, compared to the same period last year. The increase over last year was related to higher costs for data processing and software, which were partly offset by lower costs for postage, courier, telecommunication and supplies costs. Compared to the 1^st quarter of last year, salaries and benefits expense were well controlled, increasing only $685 thousand, or .8%. Full-time equivalent employees totaled 5,094 and 5,222 at March 31, 2010 and 2009, respectively.

Compared with the 1^st quarter of last year, supplies and communication costs declined 15.5% and equipment costs were down 6.7%. Marketing costs increased 8.5% over the same period last year, while data processing and software costs increased 15.7% as a result of higher costs for bankcard processing fees (related to higher bankcard revenues) and several new software and servicing systems put in place over the last 12 months. FDIC insurance expense totaled $4.8 million, an increase of $644 thousand over amounts recorded in the same quarter last year.

Income Taxes

The effective tax rate for the Company was 29.4% for the current quarter, compared with 30.2% in the previous quarter and 30.6% in the 1^st quarter of 2009.

Credit Quality

Net loan charge-offs for the 1^st quarter of 2010 amounted to $31.3 million, compared with $37.0 million in the prior quarter and $34.9 million in the 1^st quarter of last year. The $5.7 million decrease in net loan charge-offs in the 1^st quarter of 2010 compared to the previous quarter was mainly the result of lower loan losses on consumer banking, business and business real estate loans of $2.3 million, $1.7 million and $1.8 million, respectively. Consumer credit card losses were only slightly higher than in the previous quarter. Net loan charge-offs on construction loans totaled $11.0 million this quarter and were mostly comprised of write-downs on two loans for which principal and interest payments were current, but recent appraisals reflected lower collateral values. The ratio of annualized net loan charge-offs to total average loans was 1.27% in the current quarter compared to 1.44% in the previous quarter.

For the 1^st quarter of 2010, annualized net charge-offs on average consumer credit card loans amounted to 6.95%, compared with 6.74% in the previous quarter and 5.94% in the same period last year. Consumer loan net charge-offs for the quarter amounted to 1.71% of average consumer loans, compared to 2.30% in the previous quarter and 2.40% in the same quarter last year. The provision for loan losses for the current quarter totaled $34.3 million, and was $6.7 million lower than the previous quarter. However, the Company increased the allowance for loan losses by $3.1 million this quarter to $197.5 million, or 2.01% of total loans, excluding loans held for sale. At March 31, 2010, the allowance for loan losses was 206% of total non-accrual loans.

At March 31, 2010, total non-performing assets amounted to $110.1 million, a decrease of $6.6 million from the previous quarter, and represented 1.12% of loans outstanding. Non-performing assets are comprised of non-accrual loans ($95.7 million) and foreclosed real estate ($14.3 million). At March 31, 2010, the balance of non-accrual loans included construction and land loans of $53.6 million, business real estate loans of $19.7 million and business loans of $14.7 million. Loans past due more than 90 days and still accruing interest totaled $42.6 million at March 31, 2010, but included $14.8 million in federally guaranteed student loans that the Company intends to hold to maturity.

Other

The Company’s purchases of treasury stock during the current quarter were not significant and related mainly to employee stock option activity.

Forward Looking Information

This information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include future financial and operating results, expectations, intentions and other statements that are not historical facts. Such statements are based on current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements.

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