10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20459

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2016, or

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

For the transition period fromto

Commission File No. 0-10587

FULTON FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

PENNSYLVANIA	23-2195389
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania	17604
(Address of principal executive offices)	(Zip Code)

(717) 291-2411

(Registrant’s telephone number, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock, $2.50 Par Value –173,271,000 shares outstanding as of October 28, 2016.

1

FULTON FINANCIAL CORPORATION

FORM 10-Q FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016

INDEX

Description		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
(a)	Consolidated Balance Sheets - September 30, 2016 and December 31, 2015	3
(b)	Consolidated Statements of Income - Three and nine months ended September 30, 2016 and 2015	4
(c)	Consolidated Statements of Comprehensive Income - Three and nine months ended September 30, 2016 and 2015	5
(d)	Consolidated Statements of Shareholders’ Equity - Nine months ended September 30, 2016 and 2015	6
(e)	Consolidated Statements of Cash Flows - Nine months ended September 30, 2016 and 2015	7
(f)	Notes to Consolidated Financial Statements	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		39
Item 3. Quantitative and Qualitative Disclosures about Market Risk		65
Item 4. Controls and Procedures		69
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		70
Item 1A. Risk Factors		70
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		71
Item 3. Defaults Upon Senior Securities		71
Item 4. Mine Safety Disclosures		71
Item 5. Other Information		71
Item 6. Exhibits		71
Signatures		72
Exhibit Index		73

2

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(in thousands, except per-share data)

	September 30, 2016			December 31, 2015
	(unaudited)
ASSETS
Cash and due from banks	$	86,497		$	101,120
Interest-bearing deposits with other banks	368,031			230,300
Federal Reserve Bank and Federal Home Loan Bank stock	60,935			62,216
Loans held for sale	27,836			16,886
Available for sale investment securities	2,508,068			2,484,773
Loans, net of unearned income	14,391,238			13,838,602
Less: Allowance for loan losses	(162,526		)	(169,054		)
Net Loans	14,228,712			13,669,548
Premises and equipment	228,009			225,535
Accrued interest receivable	43,600			42,767
Goodwill and intangible assets	531,556			531,556
Other assets	617,818			550,017
Total Assets	$	18,701,062		$	17,914,718
LIABILITIES
Deposits:
Noninterest-bearing	$	4,210,099		$	3,948,114
Interest-bearing	10,742,380			10,184,203
Total Deposits	14,952,479			14,132,317
Short-term borrowings:
Federal funds purchased	8,444			197,235
Other short-term borrowings	255,598			300,428
Total Short-Term Borrowings	264,042			497,663
Accrued interest payable	13,645			10,724
Other liabilities	376,174			282,578
Federal Home Loan Bank advances and long-term debt	965,286			949,542
Total Liabilities	16,571,626			15,872,824
SHAREHOLDERS’ EQUITY
Common stock, $2.50 par value, 600 million shares authorized, 219.1 million shares issued in 2016 and 218.9 million shares issued in 2015	547,735			547,141
Additional paid-in capital	1,457,597			1,450,690
Retained earnings	710,833			641,588
Accumulated other comprehensive income (loss)	4,491			(22,017		)
Treasury stock, at cost, 45.9 million shares in 2016 and 44.7 million shares in 2015	(591,220		)	(575,508		)
Total Shareholders’ Equity	2,129,436			2,041,894
Total Liabilities and Shareholders’ Equity	$	18,701,062		$	17,914,718
See Notes to Consolidated Financial Statements

3

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per-share data)	Three months ended September 30				Nine months ended September 30
	2016		2015		2016		2015
INTEREST INCOME
Loans, including fees	$	136,639	$	131,804	$	405,361	$	391,491
Investment securities:
Taxable	10,874		11,252		34,036		33,478
Tax-exempt	2,550		1,904		6,910		5,872
Dividends	143		190		438		834
Loans held for sale	210		194		529		632
Other interest income	1,052		884		2,814		3,922
Total Interest Income	151,468		146,228		450,088		436,229
INTEREST EXPENSE
Deposits	11,311		10,217		32,925		30,093
Short-term borrowings	254		92		739		272
Long-term debt	9,338		10,225		27,889		33,669
Total Interest Expense	20,903		20,534		61,553		64,034
Net Interest Income	130,565		125,694		388,535		372,195
Provision for credit losses	4,141		1,000		8,182		(500		)
Net Interest Income After Provision for Credit Losses	126,424		124,694		380,353		372,695
NON-INTEREST INCOME
Other service charges and fees	14,407		10,965		38,140		31,316
Service charges on deposit accounts	13,078		12,982		38,532		37,188
Investment management and trust services	11,425		11,237		33,660		33,137
Mortgage banking income	4,529		3,864		12,456		13,891
Investment securities gains, net	2		1,730		1,025		8,290
Other	4,708		3,996		13,610		12,178
Total Non-Interest Income	48,149		44,774		137,423		136,000
NON-INTEREST EXPENSE
Salaries and employee benefits	70,696		65,308		210,097		195,365
Net occupancy expense	11,782		10,710		35,813		36,211
Other outside services	5,783		7,373		17,347		21,248
Data processing	4,610		5,105		15,486		14,767
Software	4,117		3,984		11,991		10,678
Equipment expense	3,137		3,595		9,380		10,888
Supplies and postage	2,559		2,708		7,844		7,803
Professional fees	2,535		2,828		8,221		8,430
FDIC insurance expense	1,791		2,867		7,700		8,574
Marketing	1,774		2,102		5,314		5,570
Telecommunications	1,411		1,587		4,358		4,920
Other real estate owned and repossession expense	742		1,016		1,745		2,507
Operating risk loss	556		1,136		2,082		2,637
Loss on redemption of trust preferred securities	—		5,626		—		5,626
Intangible amortization	—		5		—		241
Other	8,355		8,939		24,520		26,256
Total Non-Interest Expense	119,848		124,889		361,898		361,721
Income Before Income Taxes	54,725		44,579		155,878		146,974
Income taxes	13,257		10,328		36,403		36,007
Net Income	$	41,468	$	34,251	$	119,475	$	110,967
PER SHARE:
Net Income (Basic)	$	0.24	$	0.20	$	0.69	$	0.63
Net Income (Diluted)	0.24		0.20		0.69		0.63
Cash Dividends	0.10		0.09		0.29		0.27
See Notes to Consolidated Financial Statements

4

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
Net Income	$	41,468		$	34,251		$	119,475		$	110,967
Other Comprehensive Income (Loss), net of tax:
Unrealized (loss) gain on securities	(3,580		)	7,857			26,285			5,841
Reclassification adjustment for securities gains included in net income	(1		)	(1,124		)	(666		)	(5,388		)
Reclassification adjustment for loss on derivative financial instruments included in net income	—			2,456			—			2,456
Non-credit related unrealized gain on other-than-temporarily impaired debt securities	—			—			—			125
Amortization of unrealized loss on derivative financial instruments	4			3			12			71
Amortization of net unrecognized pension and postretirement items	379			466			877			1,398
Other Comprehensive (Loss) Income	(3,198		)	9,658			26,508			4,503
Total Comprehensive Income	$	38,270		$	43,909		$	145,983		$	115,470
See Notes to Consolidated Financial Statements

5

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(in thousands, except per-share data)

	Common Stock						Retained Earnings							Treasury Stock			Total
	Shares Outstanding		Amount		Additional Paid-in Capital					Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2015	174,176		$	547,141	$	1,450,690	$	641,588		$	(22,017	)		$	(575,508	)	$	2,041,894
Net income							119,475										119,475
Other comprehensive income										26,508							26,508
Stock issued, including related tax benefits	454		594		2,099									2,833			5,526
Stock-based compensation awards					4,808												4,808
Acquisition of treasury stock	(1,486	)												(18,545		)	(18,545		)
Common stock cash dividends - $0.29 per share							(50,230		)								(50,230		)
Balance at September 30, 2016	173,144		$	547,735	$	1,457,597	$	710,833		$	4,491			$	(591,220	)	$	2,129,436
Balance at December 31, 2014	178,924		$	545,555	$	1,420,523	$	558,810		$	(17,722	)		$	(510,501	)	$	1,996,665
Net income							110,967										110,967
Other comprehensive loss										4,503							4,503
Stock issued, including related tax benefits	613		889		2,675									3,374			6,938
Stock-based compensation awards					4,371												4,371
Acquisition of treasury stock	(3,976	)												(50,000		)	(50,000		)
Settlement of accelerated stock repurchase agreement	(1,790	)			20,000								—	(20,000		)	—
Common stock cash dividends - $0.27 per share							(47,540		)								(47,540		)
Balance at September 30, 2015	173,771		$	546,444	$	1,447,569	$	622,237		$	(13,219	)		$	(577,127	)	$	2,025,904
See Notes to Consolidated Financial Statements

6

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Nine months ended September 30
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	119,475		$	110,967
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	8,182			(500		)
Depreciation and amortization of premises and equipment	20,547			20,302
Net amortization of investment securities premiums	7,434			5,369
Investment securities gains, net	(1,025		)	(8,290		)
Gain on sales of mortgage loans held for sale	(11,967		)	(10,588		)
Proceeds from sales of mortgage loans held for sale	493,457			599,557
Originations of mortgage loans held for sale	(492,440		)	(598,384		)
Amortization of intangible assets	—			241
Amortization of issuance costs on long-term debt	347			432
Stock-based compensation	4,808			4,371
Excess tax benefits from stock-based compensation	(58		)	(86		)
Loss on redemption of trust preferred securities	—			5,626
Increase in accrued interest receivable	(833		)	(1,028		)
Increase in other assets	(9,075		)	(10,926		)
Increase (decrease) in accrued interest payable	2,921			(3,318		)
Increase in other liabilities	2,061			21,604
Total adjustments	24,359			24,382
Net cash provided by operating activities	143,834			135,349
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale	84,978			29,309
Proceeds from principal repayments and maturities of securities available for sale	426,932			317,813
Purchase of securities available for sale	(484,164		)	(444,111		)
Increase in short-term investments	(136,450		)	(156,837		)
Net increase in loans	(567,061		)	(440,681		)
Net purchases of premises and equipment	(23,021		)	(19,980		)
Net cash used in investing activities	(698,786		)	(714,487		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand and savings deposits	880,795			852,611
Net decrease in time deposits	(60,633		)	(135,723		)
(Decrease) increase in short-term borrowings	(233,621		)	101,912
Additions to long-term debt	16,000			347,778
Repayments of long-term debt	(603		)	(510,038		)
Net proceeds from issuance of common stock	5,468			6,852
Excess tax benefits from stock-based compensation	58			86
Dividends paid	(48,590		)	(46,239		)
Acquisition of treasury stock	(18,545		)	(50,000		)
Net cash provided by financing activities	540,329			567,239
Net Decrease in Cash and Due From Banks	(14,623		)	(11,899		)
Cash and Due From Banks at Beginning of Period	101,120			105,702
Cash and Due From Banks at End of Period	$	86,497		$	93,803
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	58,632		$	67,352
Income taxes	9,404			9,168
See Notes to Consolidated Financial Statements

7

FULTON FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements of Fulton Financial Corporation (the "Corporation") have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as revenues and expenses during the period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The Corporation evaluates subsequent events through the date of filing of this Form 10-Q with the Securities and Exchange Commission ("SEC").

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASC Update 2014-09, "Revenue from Contracts with Customers." This standards update establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle prescribed by this standards update is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard applies to all contracts with customers, except those that are within the scope of other topics in the FASB ASC. The standard also requires significantly expanded disclosures about revenue recognition. During 2016, the FASB issued amendments to this standard (ASC Updates 2016-08, 2016-10, 2016-11 and 2016-12). These amendments provide further clarification to the standard. For public business entities, ASC Update 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. Early application is not permitted. For the Corporation, this standards update is effective with its March 31, 2018 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2014-09 on its consolidated financial statements.

In January 2016, the FASB issued ASC Update 2016-01, "Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." ASC Update 2016-01 provides guidance regarding the income statement impact of equity investments held by an entity and the recognition of changes in fair value of financial liabilities when the fair value option is elected. ASC Update 2016-01 is effective for public business entities' annual and interim reporting periods beginning after December 15, 2017, with earlier adoption permitted.The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2016-01 to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASC Update 2016-02, "Leases." This standards update states that a lessee should recognize the assets and liabilities that arise from all leases with a term greater than 12 months. The core principle requires the lessee to recognize a liability to make lease payments and a "right-of-use" asset. The accounting applied by the lessor is relatively unchanged.The standards update also requires expanded qualitative and quantitative disclosures. For public business entities, ASC Update 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. ASC Update 2016-02 mandates a modified retrospective transition for all entities. Early application is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2019 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-02 on its consolidated financial statements.

In March 2016, the FASB issued ASC Update 2016-09, "Stock Compensation: Improvements to Employee Share-Based Payment Accounting." The purpose of this standards update is to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liability, and classification on the statement of cash flows. ASC Update 2016-09 is effective for interim and annual reporting periods beginning after December 15, 2016. Early application is permitted. For the Corporation, this standards update is effective with its March 31, 2017 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-09 on its consolidated financial statements and does not expect the adoption of ASC Update 2016-09 to have a material impact on its consolidated financial statements.

8

In June 2016, the FASB issued ASC Update 2016-13, "Financial Instruments - Credit Losses." The new impairment model prescribed by this standards update is a single impairment model for all financial assets (i.e., loans and investments). The recognition of credit losses would be based on an entity’s current estimate of expected losses (referred to as the Current Expected Credit Loss model, or "CECL"), as opposed to recognition of losses only when they are probable (current practice). ASC Update 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2020 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-13 on its consolidated financial statements.

In August 2016, the FASB issued ASC Update 2016-15, "Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments." This standards update provides guidance regarding the presentation of certain cash receipts and cash payments in the statement of cash flows, addressing eight specific cash flow classification issues, in order to reduce existing diversity in practice. ASC Update 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2016-15 to have a material impact on its consolidated financial statements.

Reclassifications

Certain amounts in the 2015 consolidated financial statements and notes have been reclassified to conform to the 2016 presentation.

NOTE 2 – Net Income Per Share

Basic net income per share is calculated as net income divided by the weighted average number of shares outstanding. Diluted net income per share is calculated as net income divided by the weighted average number of shares outstanding plus the incremental number of shares added as a result of converting common stock equivalents, calculated using the treasury stock method. The Corporation’s common stock equivalents consist of outstanding stock options, restricted stock, restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs"). PSUs are required to be included in weighted average shares outstanding if performance measures, as defined in each PSU award agreement, are met as of the end of the period.

A reconciliation of weighted average shares outstanding used to calculate basic net income per share and diluted net income per share follows:

	Three months ended September 30		Nine months ended September 30
	2016	2015	2016	2015
	(in thousands)
Weighted average shares outstanding (basic)	173,020	174,338	173,248	176,399
Impact of common stock equivalents	1,044	1,004	1,017	1,029
Weighted average shares outstanding (diluted)	174,064	175,342	174,265	177,428

For the three and nine months ended September 30, 2016, 447,000 and 712,000 stock options, respectively, were excluded from the diluted net income per share computation as their effect would have been anti-dilutive. For the three and nine months ended September 30, 2015, 1.5 million and 1.8 million stock options, respectively, were excluded from the diluted net income per share computation as their effect would have been anti-dilutive.

9

NOTE 3 – Accumulated Other Comprehensive Income

The following table presents changes in other comprehensive income:

	Before-Tax Amount			Tax Effect			Net of Tax Amount
	(in thousands)
Three months ended September 30, 2016
Unrealized loss on securities	$	(5,505	)	$	1,925		$	(3,580	)
Reclassification adjustment for securities gains included in net income (1)	(2		)	1			(1		)
Amortization of unrealized loss on derivative financial instruments (2)	6			(2		)	4
Amortization of net unrecognized pension and postretirement items (3)	583			(204		)	379
Total Other Comprehensive Loss	$	(4,918	)	$	1,720		$	(3,198	)
Three months ended September 30, 2015
Unrealized gain on securities	$	12,088		$	(4,231	)	$	7,857
Reclassification adjustment for securities gains included in net income (1)	(1,730		)	606			(1,124		)
Reclassification adjustment for loss on derivative financial instruments included in net income (2)	3,778			(1,322		)	2,456
Amortization of unrealized loss on derivative financial instruments(2)	5			(2		)	3
Amortization of net unrecognized pension and postretirement items (3)	717			(251		)	466
Total Other Comprehensive Income	$	14,858		$	(5,200	)	$	9,658
Nine months ended September 30, 2016
Unrealized gain on securities	$	40,441		$	(14,156	)	$	26,285
Reclassification adjustment for securities gains included in net income (1)	(1,025		)	359			(666		)
Amortization of unrealized loss on derivative financial instruments (2)	18			(6		)	12
Amortization of net unrecognized pension and postretirement items (3)	1,349			(472		)	877
Total Other Comprehensive Income	$	40,783		$	(14,275	)	$	26,508
Nine months ended September 30, 2015
Unrealized gain on securities	$	8,987		$	(3,146	)	$	5,841
Reclassification adjustment for securities gains included in net income (1)	(8,290		)	2,902			(5,388		)
Reclassification adjustment for loss on derivative financial instruments included in net income (2)	3,778			(1,322		)	2,456
Non-credit related unrealized gains on other-than-temporarily impaired debt securities	192			(67		)	125
Amortization of unrealized loss on derivative financial instruments (2)	110			(39		)	71
Amortization of net unrecognized pension and postretirement items (3)	2,151			(753		)	1,398
Total Other Comprehensive Income	$	6,928		$	(2,425	)	$	4,503

(1) Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Investment securities gains, net" on the consolidated statements of income. See Note 4, "Investment Securities," for additional details.

(2) Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Interest expense" on the consolidated statements of income.

(3) Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Salaries and employee benefits" on the consolidated statements of income. See Note 8, "Employee Benefit Plans," for additional details.

10

The following table presents changes in each component of accumulated other comprehensive income, net of tax:

	Unrealized Gains (Losses) on Investment Securities Not Other-Than-Temporarily Impaired			Unrealized Non-Credit Gains (Losses) on Other-Than-Temporarily Impaired Debt Securities			Unrealized Effective Portions of Losses on Forward-Starting Interest Rate Swaps			Unrecognized Pension and Postretirement Plan Income (Costs)			Total
	(in thousands)
Three months ended September 30, 2016
Balance at June 30, 2016	$	22,701		$	458		$	(7	)	$	(15,463	)	$	7,689
Other comprehensive loss before reclassifications	(3,580		)	—			—			—			(3,580		)
Amounts reclassified from accumulated other comprehensive income (loss)	(1		)	—			4			379			382
Balance at September 30, 2016	$	19,120		$	458		$	(3	)	$	(15,084	)	$	4,491
Three months ended September 30, 2015
Balance at June 30, 2015	$	830		$	344		$	(2,478	)	$	(21,573	)	$	(22,877	)
Other comprehensive income before reclassifications	7,857			—			—			—			7,857
Amounts reclassified from accumulated other comprehensive income (loss)	(1,124		)	—			3			466			(655		)
Reclassification adjustment for loss on derivative financial instruments included in net income	—			—			2,456			—			2,456
Balance at September 30, 2015	$	7,563		$	344		$	(19	)	$	(21,107	)	$	(13,219	)
Nine months ended September 30, 2016
Balance at December 31, 2015	$	(6,499	)	$	458		$	(15	)	$	(15,961	)	$	(22,017	)
Other comprehensive income before reclassifications	26,285			—			—			—			26,285
Amounts reclassified from accumulated other comprehensive income (loss)	(666		)	—			12			877			223
Balance at September 30, 2016	$	19,120		$	458		$	(3	)	$	(15,084	)	$	4,491
Nine months ended September 30, 2015
Balance at December 31, 2014	$	5,980		$	1,349		$	(2,546	)	$	(22,505	)	$	(17,722	)
Other comprehensive income before reclassifications	5,841			125			—			—			5,966
Amounts reclassified from accumulated other comprehensive income (loss)	(4,258		)	(1,130		)	71			1,398			(3,919		)
Reclassification adjustment for loss on derivative financial instruments included in net income	—			—			2,456			—			2,456
Balance at September 30, 2015	$	7,563		$	344		$	(19	)	$	(21,107	)	$	(13,219	)

11

NOTE 4 – Investment Securities

The following table presents the amortized cost and estimated fair values of investment securities, which were all classified as available for sale:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)
September 30, 2016
U.S. Government sponsored agency securities	$	137	$	3	$	—		$	140
State and municipal securities	394,162		8,145		(735		)	401,572
Corporate debt securities	109,495		3,096		(5,350		)	107,241
Collateralized mortgage obligations	651,060		4,070		(2,771		)	652,359
Mortgage-backed securities	1,201,771		24,790		(14		)	1,226,547
Auction rate securities	107,107		—		(9,381		)	97,726
Total debt securities	2,463,732		40,104		(18,251		)	2,485,585
Equity securities	14,206		8,277		—			22,483
Total	$	2,477,938	$	48,381	$	(18,251	)	$	2,508,068

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)
December 31, 2015
U.S. Government sponsored agency securities	$	25,154	$	35	$	(53	)	$	25,136
State and municipal securities	256,746		6,019		—			262,765
Corporate debt securities	100,336		2,695		(6,076		)	96,955
Collateralized mortgage obligations	835,439		3,042		(16,972		)	821,509
Mortgage-backed securities	1,154,935		10,104		(6,204		)	1,158,835
Auction rate securities	106,772		—		(8,713		)	98,059
Total debt securities	2,479,382		21,895		(38,018		)	2,463,259
Equity securities	14,677		6,845		(8		)	21,514
Total	$	2,494,059	$	28,740	$	(38,026	)	$	2,484,773

Securities carried at $1.8 billion as of September 30, 2016 and $1.7 billion as of December 31, 2015 were pledged as collateral to secure public and trust deposits and customer repurchase agreements.

Equity securities include common stocks of financial institutions (estimated fair value of $21.6 million at September 30, 2016 and $20.6 million at December 31, 2015) and other equity investments (estimated fair value of $901,000 at September 30, 2016 and $914,000 at December 31, 2015).

As of September 30, 2016, the financial institutions stock portfolio had a cost basis of $13.4 million and an estimated fair value of $21.6 million, including an investment in a single financial institution with a cost basis of $7.4 million and an estimated fair value of $11.4 million. The estimated fair value of this investment accounted for 52.7% of the estimated fair value of the Corporation's investments in the common stocks of publicly traded financial institutions. No other investment in a single financial institution in the financial institutions stock portfolio exceeded 10% of the portfolio's estimated fair value.

12

The amortized cost and estimated fair values of debt securities as of September 30, 2016, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities as certain investment securities are subject to call or prepayment with or without call or prepayment penalties.

		Amortized Cost		Estimated Fair Value
	(in thousands)
Due in one year or less		$	50,521	$	51,020
Due from one year to five years		34,278		35,356
Due from five years to ten years		96,172		99,187
Due after ten years		429,930		421,116
		610,901		606,679
Collateralized mortgage obligations		651,060		652,359
Mortgage-backed securities		1,201,771		1,226,547
Total debt securities		$	2,463,732	$	2,485,585

The following table presents information related to the gross realized gains and losses on the sales of equity and debt securities:

	Gross Realized Gains		Gross Realized Losses			Net Gains (Losses)
Three months ended September 30, 2016	(in thousands)
Equity securities	$	2	$	—		$	2
Debt securities	—		—			—
Total	$	2	$	—		$	2
Three months ended September 30, 2015
Equity securities	$	1,730	$	—		$	1,730
Debt securities	—		—			—
Total	$	1,730	$	—		$	1,730
Nine months ended September 30, 2016
Equity securities	$	739	$	(10	)	$	729
Debt securities	322		(26		)	296
Total	$	1,061	$	(36	)	$	1,025
Nine months ended September 30, 2015
Equity securities	$	5,990	$	—		$	5,990
Debt securities	2,300		—			2,300
Total	$	8,290	$	—		$	8,290

13

The following table presents a summary of the cumulative credit related other-than-temporary impairment charges, recognized as components of earnings, for debt securities held by the Corporation at September 30, 2016 and 2015:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Balance of cumulative credit losses on debt securities, beginning of period	$	(11,510	)	$	(11,510	)	$	(11,510	)	$	(16,242	)
Reductions for securities sold during the period	—			—			—			4,730
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security	—			—			—			2
Balance of cumulative credit losses on debt securities, end of period	$	(11,510	)	$	(11,510	)	$	(11,510	)	$	(11,510	)

The following table presents the gross unrealized losses and estimated fair values of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2016:

	Less than 12 months					12 months or longer					Total
	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
	(in thousands)
State and municipal securities	$	91,790	$	(735	)	$	—	$	—		$	91,790	$	(735	)
Corporate debt securities	4,000		(35		)	33,766		(5,315		)	37,766		(5,350		)
Collateralized mortgage obligations	124,739		(376		)	266,062		(2,395		)	390,801		(2,771		)
Mortgage-backed securities	6,171		(14		)	—		—			6,171		(14		)
Auction rate securities	—		—			97,726		(9,381		)	97,726		(9,381		)
Total debt securities	226,700		(1,160		)	397,554		(17,091		)	624,254		(18,251		)
Equity securities	—		—			—		—			—		—
Total	$	226,700	$	(1,160	)	$	397,554	$	(17,091	)	$	624,254	$	(18,251	)

The decline in market value of these securities is attributable to changes in interest rates and not credit quality, and the Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, therefore the Corporation does not consider these investments to be other-than-temporarily impaired as of September 30, 2016.

As of September 30, 2016, all of the auction rate securities (auction rate certificates, or "ARCs"), were rated above investment grade. All of the loans underlying the ARCs have principal payments which are guaranteed by the federal government. As of September 30, 2016, all ARCs were current and making scheduled interest payments. Based on management’s evaluations, ARCs with an estimated fair value of $97.7 million were not subject to any other-than-temporary impairment charges as of September 30, 2016. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

For its investments in equity securities, particularly its investments in stocks of financial institutions, management evaluates the near-term prospects of the issuers in relation to the severity and duration of the impairment. Based on that evaluation and the Corporation’s ability and intent to hold those investments for a reasonable period of time sufficient for a recovery of fair value, the Corporation does not consider those investments with unrealized holding losses as of September 30, 2016 to be other-than-temporarily impaired.

14

The majority of the Corporation's available for sale corporate debt securities are issued by financial institutions. The following table presents the amortized cost and estimated fair value of corporate debt securities:

	September 30, 2016				December 31, 2015
	Amortized cost		Estimated fair value		Amortized cost		Estimated fair value
	(in thousands)
Single-issuer trust preferred securities	$	43,720	$	39,253	$	44,648	$	39,106
Subordinated debt	43,715		44,660		39,610		40,779
Senior debt	18,039		18,601		12,043		12,329
Pooled trust preferred securities	—		706		—		706
Corporate debt securities issued by financial institutions	105,474		103,220		96,301		92,920
Other corporate debt securities	4,021		4,021		4,035		4,035
Available for sale corporate debt securities	$	109,495	$	107,241	$	100,336	$	96,955

Single-issuer trust preferred securities had an unrealized loss of $4.5 million at September 30, 2016. Six of the 19 single-issuer trust preferred securities, with an amortized cost of $11.5 million and an estimated fair value of $10.1 million at September 30, 2016, were rated below investment grade by at least one ratings agency. All of the single-issuer trust preferred securities rated below investment grade were rated "BB" and "Ba". Two single-issuer trust preferred securities with an amortized cost of $3.7 million and an estimated fair value of $2.4 million at September 30, 2016 were not rated by any ratings agency.

Based on management’s evaluations, corporate debt securities with a fair value of $107.2 million were not subject to any other-than-temporary impairment charges as of September 30, 2016. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

NOTE 5 – Loans and Allowance for Credit Losses

Loans, Net of Unearned Income

Loans, net of unearned income are summarized as follows:

	September 30, 2016			December 31, 2015
	(in thousands)
Real-estate - commercial mortgage	$	5,818,915		$	5,462,330
Commercial - industrial, financial and agricultural	4,024,119			4,088,962
Real-estate - home equity	1,640,421			1,684,439
Real-estate - residential mortgage	1,542,696			1,376,160
Real-estate - construction	861,634			799,988
Consumer	283,673			268,588
Leasing and other	235,793			170,914
Overdrafts	2,320			2,737
Loans, gross of unearned income	14,409,571			13,854,118
Unearned income	(18,333		)	(15,516		)
Loans, net of unearned income	$	14,391,238		$	13,838,602

Allowance for Credit Losses

The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses represents management’s estimate of incurred losses in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The reserve for unfunded lending commitments represents management’s estimate of incurred losses in its unfunded loan commitments and is recorded in other liabilities on the consolidated balance sheets. The allowance for credit losses is increased by charges to expense, through the provision for credit losses, and decreased by charge-offs, net of recoveries.

15

The Corporation’s allowance for credit losses includes: (1) specific allowances allocated to loans evaluated for impairment under the FASB's ASC Section 310-10-35; and (2) allowances calculated for pools of loans measured for impairment under FASB ASC Subtopic 450-20.

The Corporation segments its loan portfolio by general loan type, or "portfolio segments," as presented in the table under the heading, "Loans, Net of Unearned Income," above. Certain portfolio segments are further disaggregated and evaluated collectively for impairment based on "class segments," which are largely based on the type of collateral underlying each loan. Commercial loans include both secured and unsecured loans. Construction loan class segments include loans secured by commercial real estate, loans to commercial borrowers secured by residential real estate and loans to individuals secured by residential real estate. Consumer loan class segments include direct consumer installment loans and indirect vehicle loans.

The following table presents the components of the allowance for credit losses:

	September 30, 2016		December 31, 2015
	(in thousands)
Allowance for loan losses	$	162,526	$	169,054
Reserve for unfunded lending commitments	2,643		2,358
Allowance for credit losses	$	165,169	$	171,412

The following table presents the activity in the allowance for credit losses:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Balance at beginning of period	$	165,108		$	169,453		$	171,412		$	185,931
Loans charged off	(7,672		)	(5,561		)	(29,573		)	(26,697		)
Recoveries of loans previously charged off	3,592			4,503			15,148			10,661
Net loans charged off	(4,080		)	(1,058		)	(14,425		)	(16,036		)
Provision for credit losses	4,141			1,000			8,182			(500		)
Balance at end of period	$	165,169		$	169,395		$	165,169		$	169,395

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The following table presents the activity in the allowance for loan losses by portfolio segment:

	Real Estate - Commercial Mortgage			Commercial - Industrial, Financial and Agricultural			Real Estate - Home Equity			Real Estate - Residential Mortgage			Real Estate - Construction			Consumer			Leasing, other and overdrafts			Unallocated			Total
	(in thousands)
Three months ended September 30, 2016
Balance at June 30, 2016	$	43,740		$	51,755		$	26,170		$	21,226		$	5,772		$	2,984		$	2,518		$	8,381		$	162,546
Loans charged off	(1,350		)	(3,144		)	(709		)	(802		)	(150		)	(685		)	(832		)	—			(7,672		)
Recoveries of loans previously charged off	296			1,539			241			228			898			222			168			—			3,592
Net loans charged off	(1,054		)	(1,605		)	(468		)	(574		)	748			(463		)	(664		)	—			(4,080		)
Provision for loan losses (1)	3,171			(1,871		)	1,419			1,452			23			852			1,075			(2,061		)	4,060
Balance at September 30, 2016	$	45,857		$	48,279		$	27,121		$	22,104		$	6,543		$	3,373		$	2,929		$	6,320		$	162,526
Three months ended September 30, 2015
Balance at June 30, 2015	$	50,680		$	49,170		$	22,506		$	22,787		$	7,749		$	2,608		$	1,615		$	10,370		$	167,485
Loans charged off	(660		)	(1,640		)	(940		)	(1,035		)	(114		)	(650		)	(522		)	—			(5,561		)
Recoveries of loans previously charged off	842			1,598			304			201			898			314			346			—			4,503
Net loans charged off	182			(42		)	(636		)	(834		)	784			(336		)	(176		)	—			(1,058		)
Provision for loan losses (1)	825			(405		)	180			(609		)	(964		)	282			223			1,177			709
Balance at September 30, 2015	$	51,687		$	48,723		$	22,050		$	21,344		$	7,569		$	2,554		$	1,662		$	11,547		$	167,136
Nine months ended September 30, 2016
Balance at December 31, 2015	$	47,866		$	57,098		$	22,405		$	21,375		$	6,529		$	2,585		$	2,468		$	8,728		$	169,054
Loans charged off	(3,406		)	(13,957		)	(3,295		)	(2,210		)	(1,218		)	(2,261		)	(3,226		)	—			(29,573		)
Recoveries of loans previously charged off	2,488			6,789			929			784			2,844			957			357			—			15,148
Net loans charged off	(918		)	(7,168		)	(2,366		)	(1,426		)	1,626			(1,304		)	(2,869		)	—			(14,425		)
Provision for loan losses (1)	(1,091		)	(1,651		)	7,082			2,155			(1,612		)	2,092			3,330			(2,408		)	7,897
Balance at September 30, 2016	$	45,857		$	48,279		$	27,121		$	22,104		$	6,543		$	3,373		$	2,929		$	6,320		$	162,526
Nine months ended September 30, 2015
Balance at December 31, 2014	$	53,493		$	51,378		$	28,271		$	29,072		$	9,756		$	3,015		$	1,799		$	7,360		$	184,144
Loans charged off	(3,011		)	(14,669		)	(2,578		)	(3,099		)	(201		)	(1,787		)	(1,352		)	—			(26,697		)
Recoveries of loans previously charged off	1,729			3,855			744			547			2,276			923			587			—			10,661
Net loans charged off	(1,282		)	(10,814		)	(1,834		)	(2,552		)	2,075			(864		)	(765		)	—			(16,036		)
Provision for loan losses (1)	(524		)	8,159			(4,387		)	(5,176		)	(4,262		)	403			628			4,187			(972		)
Balance at September 30, 2015	$	51,687		$	48,723		$	22,050		$	21,344		$	7,569		$	2,554		$	1,662		$	11,547		$	167,136

(1) The provision for loan losses excluded an $81,000 and $285,000 increase, respectively, in the reserve for unfunded lending commitments for the three and nine months ended September 30, 2016 and a $291,000 and $472,000 increase, respectively, in the reserve for unfunded lending commitments for the three and nine months ended September 30, 2015. The total provision for credit losses, comprised of allocations for both funded and unfunded loans, was $4.1 million and $8.2 million for the three and nine months ended September 30, 2016, respectively, and $1.0 million and a negative $500,000 for thethree and nine months ended September 30, 2015.

17

The following table presents loans, net of unearned income and their related allowance for loan losses, by portfolio segment:

	Real Estate - Commercial Mortgage		Commercial - Industrial, Financial and Agricultural		Real Estate - Home Equity		Real Estate - Residential Mortgage		Real Estate - Construction		Consumer		Leasing, other and overdrafts		Unallocated		Total
	(in thousands)
Allowance for loan losses at September 30, 2016:
Measured for impairment under FASB ASC Subtopic 450-20	$	36,151	$	38,858	$	17,828	$	10,410	$	4,422	$	3,346	$	2,929	$	6,320	$	120,264
Evaluated for impairment under FASB ASC Section 310-10-35	9,706		9,421		9,293		11,694		2,121		27		—		N/A		42,262
	$	45,857	$	48,279	$	27,121	$	22,104	$	6,543	$	3,373	$	2,929	$	6,320	$	162,526
Loans, net of unearned income at September 30, 2016:
Measured for impairment under FASB ASC Subtopic 450-20	$	5,763,863	$	3,972,461	$	1,621,731	$	1,496,461	$	850,315	$	283,633	$	219,780	N/A		$	14,208,244
Evaluated for impairment under FASB ASC Section 310-10-35	55,052		51,658		18,690		46,235		11,319		40		—		N/A		182,994
	$	5,818,915	$	4,024,119	$	1,640,421	$	1,542,696	$	861,634	$	283,673	$	219,780	N/A		$	14,391,238
Allowance for loan losses at September 30, 2015:
Measured for impairment under FASB ASC Subtopic 450-20	$	38,490	$	36,002	$	14,867	$	7,921	$	5,119	$	2,535	$	1,662	$	11,547	$	118,143
Evaluated for impairment under FASB ASC Section 310-10-35	13,197		12,721		7,183		13,423		2,450		19		—		N/A		48,993
	$	51,687	$	48,723	$	22,050	$	21,344	$	7,569	$	2,554	$	1,662	$	11,547	$	167,136
Loans, net of unearned income at September 30, 2015:
Measured for impairment under FASB ASC Subtopic 450-20	$	5,273,819	$	3,885,956	$	1,679,471	$	1,330,778	$	750,629	$	271,667	$	149,530	N/A		$	13,341,850
Evaluated for impairment under FASB ASC Section 310-10-35	66,109		43,952		14,178		51,307		18,936		29		—		N/A		194,511
	$	5,339,928	$	3,929,908	$	1,693,649	$	1,382,085	$	769,565	$	271,696	$	149,530	N/A		$	13,536,361

N/A - Not applicable.

Impaired Loans

A loan is considered to be impaired if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. Impaired loans consist of all loans on non-accrual status and accruing troubled debt restructurings ("TDRs"). An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. Impaired loans to borrowers with total outstanding commitments greater than or equal to $1.0 million are evaluated individually for impairment. Impaired loans to borrowers with total outstanding commitments less than $1.0 million are pooled and measured for impairment collectively.

Based on an evaluation of all relevant credit quality factors, the Corporation recorded a $4.1 million provision for credit losses during the three months ended September 30, 2016, compared to a $1.0 million provision for credit losses for the same period in 2015.

All loans individually evaluated for impairment under FASB ASC Section 310-10-35 are measured for losses on a quarterly basis. As of September 30, 2016 and December 31, 2015, substantially all of the Corporation’s individually evaluated impaired loans with total outstanding balances greater than or equal to $1.0 million were measured based on the estimated fair value of each loan’s collateral. Collateral could be in the form of real estate, in the case of impaired commercial mortgages and construction loans, or business assets, such as accounts receivable or inventory, in the case of commercial and industrial loans. Commercial and industrial loans may also be secured by real property.

As of September 30, 2016 and 2015, approximately 73% and 77%, respectively, of impaired loans with principal balances greater than or equal to $1.0 million, whose primary collateral is real estate, were measured at estimated fair value using state certified third-party appraisals that had been updated in the preceding 12 months.

When updated appraisals are not obtained for loans evaluated for impairment under FASB ASC Section 310-10-35 that are secured by real estate, fair values are estimated based on the original appraisal values, as long as the original appraisal indicated an acceptable loan-to-value position and, in the opinion of the Corporation's internal credit administration staff, there has not been a significant deterioration in the collateral value since the original appraisal was performed. Original appraisals are typically used only when

18

the estimated collateral value, as adjusted for the age of the appraisal, results in a current loan-to-value ratio that is lower than the Corporation's loan-to-value requirements for new loans, generally less than 70%.

The following table presents total impaired loans by class segment:

	September 30, 2016						December 31, 2015
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Unpaid Principal Balance		Recorded Investment		Related Allowance
	(in thousands)
With no related allowance recorded:
Real estate - commercial mortgage	$	30,913	$	27,594	$	—	$	27,872	$	22,596	$	—
Commercial - secured	33,225		29,535		—		18,012		13,702		—
Real estate - residential mortgage	6,312		6,131		—		4,790		4,790		—
Construction - commercial residential	6,393		4,923		—		9,916		8,865		—
	76,843		68,183				60,590		49,953
With a related allowance recorded:
Real estate - commercial mortgage	37,212		27,458		9,706		45,189		35,698		12,471
Commercial - secured	26,900		21,192		8,906		39,659		33,629		14,085
Commercial - unsecured	1,228		931		515		971		821		498
Real estate - home equity	23,580		18,690		9,293		20,347		15,766		7,993
Real estate - residential mortgage	47,746		40,104		11,694		55,242		45,635		13,422
Construction - commercial residential	8,053		4,850		1,560		9,949		6,290		2,110
Construction - commercial	687		450		145		820		638		217
Construction - other	1,096		1,096		416		331		193		68
Consumer - direct	21		21		15		19		19		14
Consumer - indirect	19		19		12		14		14		8
Leasing, other and overdrafts	—		—		—		1,658		1,425		704
	146,542		114,811		42,262		174,199		140,128		51,590
Total	$	223,385	$	182,994	$	42,262	$	234,789	$	190,081	$	51,590

As of September 30, 2016 and December 31, 2015, there were $68.2 million and $50.0 million, respectively, of impaired loans that did not have a related allowance for loan loss. The estimated fair values of the collateral securing these loans exceeded their carrying amount, or they were previously charged down to realizable collateral values. Accordingly, no specific valuation allowance was considered to be necessary.

19

The following table presents average impaired loans by class segment:

	Three months ended September 30								Nine months ended September 30
	2016				2015				2016				2015
	Average Recorded Investment		Interest Income (1)		Average Recorded Investment		Interest Income (1)		Average Recorded Investment		Interest Income (1)		Average Recorded Investment		Interest Income (1)
	(in thousands)
With no related allowance recorded:
Real estate - commercial mortgage	$	25,048	$	78	$	25,216	$	68	$	23,929	$	219	$	26,033	246
Commercial - secured	23,836		32		17,609		28		18,400		68		16,142		74
Commercial - unsecured	—		—		43		—		—		—		22		—
Real estate - residential mortgage	6,151		33		6,212		34		5,826		96		5,539		94
Construction - commercial residential	5,734		10		10,558		28		6,658		45		12,390		124
Construction - commercial	—		—		1,150		—		—		—		1,144		—
	60,769		153		60,788		158		54,813		428		61,270		538
With a related allowance recorded:
Real estate - commercial mortgage	29,139		91		40,572		110		32,310		303		40,116		368
Commercial - secured	21,688		29		22,386		36		26,665		100		23,668		111
Commercial - unsecured	953		1		2,788		1		903		3		1,981		4
Real estate - home equity	18,283		76		13,728		37		17,589		203		13,417		101
Real estate - residential mortgage	40,913		221		46,039		254		42,399		683		46,406		797
Construction - commercial residential	4,947		8		5,746		15		5,568		37		6,496		64
Construction - commercial	476		—		1,210		—		546		—		1,005		—
Construction - other	756		—		281		—		579		—		281		—
Consumer - direct	19		—		15		—		17		1		18		—
Consumer - indirect	11		—		15		—		14		—		17		—
Leasing, other and overdrafts	—		—		—		—		712		—		—		—
	117,185		426		132,780		453		127,302		1,330		133,405		1,445
Total	$	177,954	$	579	$	193,568	$	611	$	182,115	$	1,758	$	194,675	1,983

(1) All impaired loans, excluding accruing TDRs, were non-accrual loans. Interest income recognized for the three and nine months ended September 30, 2016 and 2015 represents amounts earned on accruing TDRs.

Credit Quality Indicators and Non-performing Assets

The following table presents internal credit risk ratings for real estate - commercial mortgages, commercial - secured loans, commercial - unsecured loans, construction - commercial residential loans and construction - commercial loans:

	Pass						Special Mention						Substandard or Lower						Total
	September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015
	(dollars in thousands)
Real estate - commercial mortgage	$	5,555,760		$	5,204,263		$	131,941		$	102,625		$	131,214		$	155,442		$	5,818,915		$	5,462,330
Commercial - secured	3,648,221			3,696,692			106,701			92,711			121,611			136,710			3,876,533			3,926,113
Commercial - unsecured	139,673			156,742			5,009			2,761			2,904			3,346			147,586			162,849
Total commercial - industrial, financial and agricultural	3,787,894			3,853,434			111,710			95,472			124,515			140,056			4,024,119			4,088,962
Construction - commercial residential	131,875			140,337			15,853			17,154			14,180			21,812			161,908			179,303
Construction - commercial	629,314			552,710			2,530			3,684			5,048			3,597			636,892			559,991
Total construction (excluding Construction - other)	761,189			693,047			18,383			20,838			19,228			25,409			798,800			739,294
	$	10,104,843		$	9,750,744		$	262,034		$	218,935		$	274,957		$	320,907		$	10,641,834		$	10,290,586
% of Total	95.0		%	94.8		%	2.4		%	2.1		%	2.6		%	3.1		%	100.0		%	100.0		%

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The following is a summary of the Corporation's internal risk rating categories:

• Pass: These loans do not currently pose undue credit risk and can range from the highest to average quality, depending on the degree of potential risk.

• Special Mention: These loans constitute an undue and unwarranted credit risk, but not to a point of justifying a classification of substandard. Loans in this category are currently acceptable, but are nevertheless potentially weak.

• Substandard or Lower: These loans are inadequately protected by current sound worth and paying capacity of the borrower. There exists a well-defined weakness or weaknesses that jeopardize the normal repayment of the debt.

The risk rating process allows management to identify credits that potentially carry more risk in a timely manner and to allocate resources to managing troubled accounts. The Corporation believes that internal risk ratings are the most relevant credit quality indicator for the class segments presented above. The migration of loans through the various internal risk rating categories is a significant component of the allowance for credit loss methodology, which bases the probability of default on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide an independent assessment of risk rating accuracy. Ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff, or if specific loan review activities identify a deterioration or an improvement in the loan.

The Corporation does not assign internal risk ratings to smaller balance, homogeneous loans, such as home equity, residential mortgage, construction loans to individuals secured by residential real estate, consumer and lease receivables. For these loans, the most relevant credit quality indicator is delinquency status. The migration of loans through the various delinquency status categories is a significant component of the allowance for credit losses methodology for those loans, which bases the probability of default on this migration.

The following table presents a summary of performing, delinquency and non-performing status for home equity, real estate - residential mortgages, construction loans to individuals and consumer, leasing and other loans by class segment:

	Performing						Delinquent (1)						Non-performing (2)						Total
	September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015
	(dollars in thousands)
Real estate - home equity	$	1,615,657		$	1,660,773		$	10,504		$	8,983		$	14,260		$	14,683		$	1,640,421		$	1,684,439
Real estate - residential mortgage	1,501,486			1,329,371			17,759			18,305			23,451			28,484			1,542,696			1,376,160
Construction - other	61,738			59,997			—			88			1,096			609			62,834			60,694
Consumer - direct	91,164			94,262			1,675			2,254			1,943			2,203			94,782			98,719
Consumer - indirect	185,873			166,823			2,795			2,809			223			237			188,891			169,869
Total consumer	277,037			261,085			4,470			5,063			2,166			2,440			283,673			268,588
Leasing	218,275			155,870			1,454			759			51			1,506			219,780			158,135
	$	3,674,193		$	3,467,096		$	34,187		$	33,198		$	41,024		$	47,722		$	3,749,404		$	3,548,016
% of Total	98.0		%	97.7		%	0.9		%	1.0		%	1.1		%	1.3		%	100.0		%	100.0		%

(1) Includes all accruing loans 30 days to 89 days past due.

(2) Includes all accruing loans 90 days or more past due and all non-accrual loans.

The following table presents non-performing assets:

	September 30, 2016		December 31, 2015
	(in thousands)
Non-accrual loans	$	124,017	$	129,523
Loans 90 days or more past due and still accruing	14,095		15,291
Total non-performing loans	138,112		144,814
Other real estate owned (OREO)	11,981		11,099
Total non-performing assets	$	150,093	$	155,913

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The following table presents past due status and non-accrual loans by portfolio segment and class segment:

	September 30, 2016
	30-59 Days Past Due		60-89 Days Past Due		≥ 90 Days Past Due and Accruing		Non- accrual		Total ≥ 90 Days		Total Past Due		Current		Total
	(in thousands)
Real estate - commercial mortgage	$	9,268	$	1,447	$	664	$	38,967	$	39,631	$	50,346	$	5,768,569	$	5,818,915
Commercial - secured	8,369		3,622		3,023		43,304		46,327		58,318		3,818,215		3,876,533
Commercial - unsecured	234		53		137		866		1,003		1,290		146,296		147,586
Total commercial - industrial, financial and agricultural	8,603		3,675		3,160		44,170		47,330		59,608		3,964,511		4,024,119
Real estate - home equity	6,016		4,488		3,237		11,023		14,260		24,764		1,615,657		1,640,421
Real estate - residential mortgage	12,920		4,839		4,070		19,381		23,451		41,210		1,501,486		1,542,696
Construction - commercial residential	2,004		629		72		8,930		9,002		11,635		150,273		161,908
Construction - commercial	—		9		675		450		1,125		1,134		635,758		636,892
Construction - other	—		—		—		1,096		1,096		1,096		61,738		62,834
Total real estate - construction	2,004		638		747		10,476		11,223		13,865		847,769		861,634
Consumer - direct	1,147		528		1,943		—		1,943		3,618		91,164		94,782
Consumer - indirect	2,466		329		223		—		223		3,018		185,873		188,891
Total consumer	3,613		857		2,166		—		2,166		6,636		277,037		283,673
Leasing, other and overdrafts	998		456		51		—		51		1,505		218,275		219,780
Total	$	43,422	$	16,400	$	14,095	$	124,017	$	138,112	$	197,934	$	14,193,304	$	14,391,238

	December 31, 2015
	30-59 Days Past Due		60-89 Days Past Due		≥ 90 Days Past Due and Accruing		Non- accrual		Total ≥ 90 Days		Total Past Due		Current		Total
	(in thousands)
Real estate - commercial mortgage	$	6,469	$	1,312	$	439	$	40,731	$	41,170	$	48,951	$	5,413,379	$	5,462,330
Commercial - secured	5,654		2,615		1,853		41,498		43,351		51,620		3,874,493		3,926,113
Commercial - unsecured	510		83		19		701		720		1,313		161,536		162,849
Total commercial - industrial, financial and agricultural	6,164		2,698		1,872		42,199		44,071		52,933		4,036,029		4,088,962
Real estate - home equity	6,438		2,545		3,473		11,210		14,683		23,666		1,660,773		1,684,439
Real estate - residential mortgage	15,141		3,164		6,570		21,914		28,484		46,789		1,329,371		1,376,160
Construction - commercial residential	1,366		494		—		11,213		11,213		13,073		166,230		179,303
Construction - commercial	50		176		—		638		638		864		559,127		559,991
Construction - other	88		—		416		193		609		697		59,997		60,694
Total real estate - construction	1,504		670		416		12,044		12,460		14,634		785,354		799,988
Consumer - direct	1,687		567		2,203		—		2,203		4,457		94,262		98,719
Consumer - indirect	2,308		501		237		—		237		3,046		166,823		169,869
Total consumer	3,995		1,068		2,440		—		2,440		7,503		261,085		268,588
Leasing, other and overdrafts	483		276		81		1,425		1,506		2,265		155,870		158,135
Total	$	40,194	$	11,733	$	15,291	$	129,523	$	144,814	$	196,741	$	13,641,861	$	13,838,602

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The following table presents TDRs, by class segment:

	September 30, 2016		December 31, 2015
	(in thousands)
Real-estate - residential mortgage	$	26,854	$	28,511
Real-estate - commercial mortgage	16,085		17,563
Real estate - home equity	7,668		4,556
Commercial - secured	7,422		5,833
Construction - commercial residential	843		3,942
Commercial - unsecured	66		120
Consumer - indirect	20		14
Consumer - direct	19		19
Total accruing TDRs	58,977		60,558
Non-accrual TDRs (1)	27,904		31,035
Total TDRs	$	86,881	$	91,593

(1) Included in non-accrual loans in the preceding table detailing non-performing assets.

As of September 30, 2016 and December 31, 2015, there were $3.5 million and $5.3 million, respectively, of commitments to lend additional funds to borrowers whose loans were modified under TDRs.

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The following table presents TDRs, by class segment as of September 30, 2016 and 2015, that were modified during the three and nine months ended September 30, 2016 and 2015:

		Three months ended September 30						Nine months ended September 30
		2016			2015			2016			2015
		Number of Loans	Post-Modification Recorded Investment		Number of Loans	Post-Modification Recorded Investment		Number of Loans	Post-Modification Recorded Investment		Number of Loans	Post-Modification Recorded Investment
		(dollars in thousands)
Commercial – secured:
	Extend maturity with rate concession	—	$	—	2	$	1,374	—	$	—	2	$	1,374
	Extend maturity without rate concession	4	1,826		1	6		10	3,801		12	7,830
Commercial – unsecured:
	Extend maturity without rate concession	—	—		—	—		2	103		1	42
Real estate - commercial mortgage:
	Extend maturity with rate concession	—	—		2	188		—	—		2	188
	Extend maturity without rate concession	—	—		—	—		—	—		4	2,626
Real estate - home equity:
	Extend maturity without rate concession	24	1,063		5	341		63	3,058		5	341
	Bankruptcy	11	563		9	221		33	2,279		34	1,452
Real estate – residential mortgage:
	Extend maturity with rate concession	—	—		1	171		—	—		2	276
	Extend maturity without rate concession	—	—		—	—		2	315		2	225
	Bankruptcy	2	350		1	58		3	723		6	795
Construction - commercial residential:
	Extend maturity without rate concession	—	—		—	—		—	—		1	889
Consumer - direct:
	Bankruptcy	—	—		—	—		1	2		—	—
Consumer - indirect:
	Bankruptcy	1	21		—	—		1	21		1	13
Total		42	$	3,823	21	$	2,359	115	$	10,302	72	$	16,051

The following table presents TDRs, by class segment, as of September 30, 2016 and 2015, that were modified in the previous 12 months and had a post-modification payment default during the nine months ended September 30, 2016 and 2015. The Corporation defines a payment default as a single missed payment.

	2016			2015
	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
	(dollars in thousands)
Commercial - secured	6	$	2,593	6	$	3,855
Commercial - unsecured	1	26		—	—
Real estate - commercial mortgage	2	129		2	233
Real estate - home equity	29	1,902		9	459
Real estate - residential mortgage	7	1,395		4	500
Total	45	$	6,045	21	$	5,047

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NOTE 6 – Mortgage Servicing Rights

The following table summarizes the changes in mortgage servicing rights ("MSRs"), which are included in other assets on the consolidated balance sheets:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Amortized cost:
Balance at beginning of period	$	39,874		$	41,598		$	40,944		$	42,148
Originations of mortgage servicing rights	1,499			1,463			3,927			4,976
Amortization	(2,064		)	(1,829		)	(5,562		)	(5,892		)
Balance at end of period	$	39,309		$	41,232		$	39,309		$	41,232
Valuation allowance:
Balance at beginning of period	$	(1,721	)	$	—		$	—		$	—
Additions	(1,280		)	—			(3,001		)	—
Balance at end of period	$	(3,001	)	$	—		$	(3,001	)	$	—
Net MSRs at end of period	$	36,308		$	41,232		$	36,308		$	41,232

MSRs represent the economic value of existing contractual rights to service mortgage loans that have been sold. Accordingly, actual and expected prepayments of the underlying mortgage loans can impact the value of MSRs. The Corporation accounts for MSRs at the lower of amortized cost or fair value.

The fair value of MSRs is estimated by discounting the estimated cash flows from servicing income, net of expense, over the expected life of the underlying loans at a discount rate commensurate with the risk associated with these assets. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. Based on its fair value analysis, the Corporation determined that additions to the valuation allowance of $1.3 million and $3.0 million were necessary for the three and nine months ended September 30, 2016, respectively. No valuation allowance was necessary as of September 30, 2015.

NOTE 7 – Stock-Based Compensation

The Corporation grants equity awards to employees, consisting of stock options, restricted stock, RSUs and PSUs under its Amended and Restated Equity and Cash Incentive Compensation Plan ("Employee Equity Plan"). In addition, employees may purchase stock under the Corporation’s Employee Stock Purchase Plan. The fair value of equity awards granted to employees is recognized as compensation expense over the period during which employees are required to provide service in exchange for such awards. Compensation expense for PSUs is also recognized over the period during which employees are required to provide service in exchange for such awards, however, compensation expense may vary based on the expectations for actual performance relative to defined performance measures.

The Corporation also grants equity awards to non-employee members of its board of directors under the 2011 Directors’ Equity Participation Plan ("Directors’ Plan"). Under the Directors’ Plan, the Corporation can grant equity awards to non-employee holding company and subsidiary bank directors in the form of stock options, restricted stock or common stock.

Equity awards issued under the Employee Equity Plan are generally granted annually and become fully vested over or after a three-year vesting period. The vesting period for non-performance-based awards represents the period during which employees are required to provide service in exchange for such awards. Equity awards under the Directors' Plan generally vest immediately upon grant. Certain events, as defined in the Employee Equity Plan and the Directors' Plan, result in the acceleration of the vesting of equity awards.

25

The following table presents compensation expense and the related tax benefits for equity awards recognized in the consolidated statements of income:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Stock-based compensation expense	$	1,552		$	1,533		$	4,808		$	4,371
Tax benefit	(536		)	(489		)	(1,611		)	(1,403		)
Stock-based compensation expense, net of tax	$	1,016		$	1,044		$	3,197		$	2,968

Stock option fair values are estimated through the use of the Black-Scholes valuation methodology as of the date of grant. Stock options carry terms of up to ten years. Fair values for restricted stock, RSUs and a majority of PSUs are based on the trading price of the Corporation’s stock on the date of grant and earn dividends during the vesting period, which are forfeitable if the awards do not vest. The fair value of certain PSUs are estimated through the use of the Monte Carlo valuation methodology as of the date of grant.

As of September 30, 2016, the Employee Equity Plan had 11.4 million shares reserved for future grants through 2023, and the Directors’ Plan had approximately 384,000 shares reserved for future grants through 2021.

NOTE 8 – Employee Benefit Plans

The Corporation maintains a defined benefit pension plan ("Pension Plan") for certain employees, which was curtailed in 2008. Contributions to the Pension Plan are actuarially determined and funded annually, if required. The Corporation made contributions totaling $4.6 million during the first nine months of 2016. Pension Plan assets are invested in: money markets; fixed income securities, including corporate bonds, U.S. Treasury securities and common trust funds; and equity securities, including common stocks and common stock mutual funds.

The net periodic benefit cost for the Corporation’s Pension Plan consisted of the following components:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Service cost (1)	$	172		$	145		$	516		$	435
Interest cost	880			851			2,640			2,553
Expected return on plan assets	(580		)	(752		)	(1,739		)	(2,256		)
Net amortization and deferral	605			782			1,815			2,346
Net periodic benefit cost	$	1,077		$	1,026		$	3,232		$	3,078

(1) Service cost was related to administrative costs associated with the plan and was not due to the accrual of additional participant benefits.

The Corporation provides benefits under a postretirement benefits plan ("Postretirement Plan") to certain retirees who were employees of the Corporation prior to January 1, 1998 and retired from employment with the Corporation prior to February 1, 2014.

26

The net periodic cost (benefit) of the Corporation’s Postretirement Plan consisted of the following components:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Interest cost	21			52			64			156
Expected return on plan assets	—			—			(1		)	—
Net accretion and deferral	(138		)	(65		)	(413		)	(195		)
Net periodic benefit	$	(117	)	$	(13	)	$	(350	)	$	(39	)

The Corporation recognizes the funded status of its Pension Plan and Postretirement Plan on the consolidated balance sheets and recognizes the change in that funded status through other comprehensive income.

NOTE 9 – Derivative Financial Instruments

The Corporation manages its exposure to certain interest rate and foreign currency risks through the use of derivatives. None of the Corporation's outstanding derivative contracts are designated as hedges, and none are entered into for speculative purposes. Derivative instruments are carried at fair value, with changes in fair values recognized in earnings as components of non-interest income and non-interest expense on the consolidated statements of income.

Derivative contracts create counterparty credit risk with both the Corporation's customers and with institutional derivative counterparties. The Corporation manages counterparty credit risk through its credit approval processes, monitoring procedures and obtaining adequate collateral, when the Corporation determines it is appropriate to do so and in accordance with counterparty contracts.

Mortgage Banking Derivatives

In connection with its mortgage banking activities, the Corporation enters into commitments to originate certain residential mortgage loans for customers, also referred to as interest rate locks. In addition, the Corporation enters into forward commitments for the future sales or purchases of mortgage-backed securities to or from third-party counterparties to hedge the effect of changes in interest rates on the values of both the interest rate locks and mortgage loans held for sale. Forward sales commitments may also be in the form of commitments to sell individual mortgage loans at a fixed price at a future date. The amount necessary to settle each interest rate lock is based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured. Gross derivative assets and liabilities are recorded in other assets and other liabilities, respectively, on the consolidated balance sheets, and changes in fair values during the period are recorded in mortgage banking income on the consolidated statements of income.

Interest Rate Swaps

The Corporation enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These interest rate swaps are derivative financial instruments and the gross fair values are recorded in other assets and other liabilities on the consolidated balance sheets, with changes in fair values during the period recorded in other non-interest expense on the consolidated statements of income.

Foreign Exchange Contracts

The Corporation enters into foreign exchange contracts to accommodate the needs of its customers. Foreign exchange contracts are commitments to buy or sell foreign currency on a future date at a contractual price. The Corporation offsets its foreign exchange contract exposure with customers by entering into contracts with third-party correspondent financial institutions to mitigate its exposure to fluctuations in foreign currency exchange rates. The Corporation also holds certain amounts of foreign currency with international correspondent banks. The Corporation's policy limits the total net foreign currency open positions, which includes all outstanding contracts and foreign account balances, to $500,000. Gross fair values are recorded in other assets and other liabilities on the consolidated balance sheets, with changes in fair values during the period recorded within other service charges and fees on the consolidated statements of income.

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The following table presents a summary of the notional amounts and fair values of derivative financial instruments:

	September 30, 2016					December 31, 2015
	Notional Amount		Asset (Liability) Fair Value			Notional Amount		Asset (Liability) Fair Value
	(in thousands)
Interest Rate Locks with Customers
Positive fair values	$	188,543	$	3,199		$	87,781	$	1,291
Negative fair values	611		(2		)	267		(16		)
Net interest rate locks with customers			3,197					1,275
Forward Commitments
Positive fair values	22,037		5			69,045		205
Negative fair values	137,181		(866		)	16,193		(24		)
Net forward commitments			(861		)			181
Interest Rate Swaps with Customers
Positive fair values	1,307,072		80,930			846,490		32,915
Negative fair values	8,000		(18		)	8,757		(55		)
Net interest rate swaps with customers			80,912					32,860
Interest Rate Swaps with Dealer Counterparties
Positive fair values	8,000		18			8,757		55
Negative fair values	1,307,072		(80,930		)	846,490		(32,915		)
Net interest rate swaps with dealer counterparties			(80,912		)			(32,860		)
Foreign Exchange Contracts with Customers
Positive fair values	10,904		464			4,897		114
Negative fair values	1,763		(32		)	8,050		(184		)
Net foreign exchange contracts with customers			432					(70		)
Foreign Exchange Contracts with Correspondent Banks
Positive fair values	5,619		59			9,728		428
Negative fair values	7,376		(391		)	6,899		(147		)
Net foreign exchange contracts with correspondent banks			(332		)			281
Net derivative fair value asset			$	2,436				$	1,667

The following table presents a summary of the fair value gains (losses) on derivative financial instruments:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Interest rate locks with customers	$	178		$	1,041		$	1,922		$	876
Forward commitments	970			(3,183		)	(1,042		)	(338		)
Interest rate swaps with customers	(1,948		)	18,266			48,052			17,831
Interest rate swaps with dealer counterparties	1,948			(18,266		)	(48,052		)	(17,831		)
Foreign exchange contracts with customers	47			(197		)	502			(378		)
Foreign exchange contracts with correspondent banks	(266		)	323			(613		)	710
Net fair value gains (losses) on derivative financial instruments	$	929		$	(2,016	)	$	769		$	870

Fair Value Option

U.S. GAAP permits entities to measure many financial instruments and certain other items at fair value and requires certain disclosures for amounts for which the fair value option is applied. The Corporation has elected to measure mortgage loans held for sale at fair value to more accurately reflect the financial results of its mortgage banking activities in its consolidated financial statements. Derivative financial instruments related to these activities are also recorded at fair value, as noted above. The Corporation

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determines fair value for its mortgage loans held for sale based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured. Changes in fair values during the period are recorded as components of mortgage banking income on the consolidated statements of income. Interest income earned on mortgage loans held for sale is classified in interest income on the consolidated statements of income.

The following table presents a summary of the Corporation’s mortgage loans held for sale:

	September 30, 2016		December 31, 2015
	(in thousands)
Cost	$	27,030	$	16,584
Fair value	27,836		16,886

During the three months ended September 30, 2016, the Corporation recorded losses related to changes in fair values of mortgage loans held for sale of $360,000 compared to gains of $531,000 for the same period in 2015. During the nine months ended September 30, 2016 and 2015, the Corporation recorded gains related to changes in fair values of mortgage loans held for sale of $504,000 and $309,000, respectively.

Balance Sheet Offsetting

Certain financial assets and liabilities may be eligible for offset on the consolidated balance sheets because they are subject to master netting arrangements or similar agreements. The Corporation elects to not offset assets and liabilities subject to such arrangements on the consolidated financial statements.

The Corporation is a party to interest rate swap transactions with financial institution counterparties and customers, disclosed in detail above. Under these agreements, the Corporation has the right to net-settle multiple contracts with the same counterparty in the event of default on, or termination of, any one contract. Cash collateral is posted by the party with a net liability position in accordance with contract thresholds and can be used to settle the fair value of the interest rate swap agreements in the event of default.

The Corporation is also a party to foreign currency exchange contracts with financial institution counterparties, under which the Corporation has the right to net-settle multiple contracts with the same counterparty in the event of default on, or termination of, any one contract. As with interest rate swap contracts, collateral is posted by the party with a net liability position in accordance with contract thresholds and can be used to settle the fair value of the foreign currency exchange contracts in the event of default.

The Corporation also enters into agreements with customers in which it sells securities subject to an obligation to repurchase the same or similar securities, referred to as repurchase agreements. Under these agreements, the Corporation may transfer legal control over the assets but still maintain effective control through agreements that both entitle and obligate the Corporation to repurchase the assets. Therefore, repurchase agreements are reported as secured borrowings, classified in short-term borrowings on the consolidated balance sheets, while the securities underlying the repurchase agreements remain classified with investment securities on the consolidated balance sheets. The Corporation has no intention of setting off these amounts. Therefore, these repurchase agreements are not eligible for offset.

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The following table presents the Corporation's financial instruments that are eligible for offset, and the effects of offsetting, on the consolidated balance sheets:

	Gross Amounts		Gross Amounts Not Offset
	Recognized		on the Consolidated
	on the		Balance Sheets
	Consolidated		Financial			Cash			Net
	Balance Sheets		Instruments(1)			Collateral (2)			Amount
	(in thousands)
September 30, 2016
Interest rate swap derivative assets	$	80,948	$	(18	)	$	—		$	80,930
Foreign exchange derivative assets with correspondent banks	59		(59		)	—			—
Total	$	81,007	$	(77	)	$	—		$	80,930
Interest rate swap derivative liabilities	$	80,948	$	(18	)	$	(80,930	)	$	—
Foreign exchange derivative liabilities with correspondent banks	391		(59		)	(260		)	72
Total	$	81,339	$	(77	)	$	(81,190	)	$	72
December 31, 2015
Interest rate swap derivative assets	$	32,970	$	(55	)	$	—		$	32,915
Foreign exchange derivative assets with correspondent banks	428		(147		)	—			281
Total	$	33,398	$	(202	)	$	—		$	33,196
Interest rate swap derivative liabilities	$	32,970	$	(55	)	$	(31,130	)	$	1,785
Foreign exchange derivative liabilities with correspondent banks	147		(147		)	—			—
Total	$	33,117	$	(202	)	$	(31,130	)	$	1,785

(1) For derivative assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default. For derivative liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.

(2) Amounts represent collateral received from the counterparty or posted by the Corporation.

NOTE 10 – Commitments and Contingencies

Commitments

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.

Those financial instruments include commitments to extend credit and letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized on the Corporation’s consolidated balance sheets. Exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the outstanding amount of those instruments.

The outstanding amounts of commitments to extend credit and letters of credit as of the dates indicated were as follows:

	September 30, 2016		December 31, 2015
	(in thousands)
Commitments to extend credit	$	6,073,712	$	5,784,138
Standby letters of credit	365,562		374,729
Commercial letters of credit	35,532		39,529

The Corporation records a reserve for unfunded lending commitments, which represents management’s estimate of losses associated with unused commitments to extend credit. See Note 5, "Loans and Allowance for Credit Losses," for additional details.

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Residential Lending

Residential mortgages originated and sold by the Corporation consist primarily of conforming, prime loans sold to government sponsored agencies, such as the Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac"). The Corporation also sells certain prime loans it originates to non-government sponsored agency investors.

The Corporation provides customary representations and warranties to government sponsored entities and investors that specify, among other things, that the loans have been underwritten to the standards established by the government sponsored entity or investor. The Corporation may be required to repurchase a loan, or reimburse the government sponsored entity or investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. Such repurchases or reimbursements generally result from an underwriting or documentation deficiency. As of both September 30, 2016 and December 31, 2015, total outstanding repurchase requests totaled approximately $543,000.

From 2000 to 2011, the Corporation sold loans to the Federal Home Loan Bank of Pittsburgh under its Mortgage Partnership Finance Program ("MPF Program"). The Corporation provided a "credit enhancement" for residential mortgage loans sold under the MPF Program whereby it would assume credit losses in excess of a defined "First Loss Account," or "FLA" balance, up to specified amounts. The FLA is funded by the Federal Home Loan Bank of Pittsburgh based on a percentage of the outstanding principal balance of loans sold. As of September 30, 2016, the unpaid principal balance of loans sold under the MPF Program was approximately $108 million. As of September 30, 2016 and December 31, 2015, the reserve for estimated credit losses related to loans sold under the MPF Program was $1.7 million and $1.8 million, respectively. Required reserves are calculated based on delinquency status and estimated loss rates established through the Corporation's existing allowance for credit losses methodology for residential mortgage loans.

As of September 30, 2016 and December 31, 2015, the total reserve for losses on residential mortgage loans sold was $2.5 million and $2.6 million, respectively, including both reserves for credit losses under the MPF Program and reserves for representation and warranty exposures. Management believes that the reserves recorded as of September 30, 2016 are adequate. However, declines in collateral values, the identification of additional loans to be repurchased, or a deterioration in the credit quality of loans sold under the MPF Program could necessitate additional reserves, established through charges to earnings, in the future.

Legal Proceedings

The Corporation and its subsidiaries are involved in various legal proceedings in the ordinary course of business of the Corporation. The Corporation periodically evaluates the possible impact of pending litigation matters based on, among other factors, the advice of counsel, available insurance coverage and recorded liabilities and reserves for probable legal liabilities and costs. In addition, from time to time, the Corporation is the subject of investigations or other forms of regulatory or governmental inquiry covering a range of possible issues and, in some cases, these may be part of similar reviews of the specified activities of other industry participants. These inquiries could lead to administrative, civil or criminal proceedings, and could possibly result in fines, penalties, restitution or the need to alter the Corporation’s business practices, and cause the Corporation to incur additional costs. The Corporation’s practice is to cooperate fully with regulatory and governmental investigations.

As of the date of this report, the Corporation believes that any liabilities, individually or in the aggregate, which may result from the final outcomes of pending proceedings will not have a material adverse effect on the financial condition of the Corporation. However, legal proceedings are often unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable, may be material to the Corporation’s results of operations for any particular period, depending, in part, upon the size of the loss or liability imposed and the operating results for the applicable period.

BSA/AML Enforcement Orders

The Corporation and each of its bank subsidiaries are subject to regulatory enforcement orders issued during 2014 and 2015 by their respective federal and state bank regulatory agencies relating to identified deficiencies in the Corporation’s centralized Bank Secrecy Act and anti-money laundering compliance program (the "BSA/AML Compliance Program"), which was designed to comply with the requirements of the Bank Secrecy Act, the USA Patriot Act of 2001 and related anti-money laundering regulations (collectively, the "BSA/AML Requirements"). The regulatory enforcement orders, which are in the form of consent orders or orders to cease and desist issued upon consent ("Consent Orders"), generally require, among other things, that the Corporation and its bank subsidiaries undertake a number of required actions to strengthen and enhance the BSA/AML Compliance Program, and, in some cases, conduct retrospective reviews of past account activity and transactions, as well as certain reports filed in accordance with the BSA/AML Requirements, to determine whether suspicious activity and certain transactions in currency were properly identified and reported in accordance with the BSA/AML Requirements. In addition to requiring strengthening and

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enhancement of the BSA/AML Compliance Program, while the Consent Orders remain in effect, the Corporation is subject to certain restrictions on expansion activities of the Corporation and its bank subsidiaries. Further, any failure to comply with the requirements of any of the Consent Orders involving the Corporation or its bank subsidiaries could result in further enforcement actions, the imposition of material restrictions on the activities of the Corporation or its bank subsidiaries, or the assessment of fines or penalties.

Fair Lending Investigation

During the second quarter of 2015, Fulton Bank, N.A., the Corporation’s largest bank subsidiary, received a letter from the U.S. Department of Justice (the "Department") indicating that the Department had initiated an investigation regarding potential violations of the fair lending laws (specifically, the Equal Credit Opportunity Act and the Fair Housing Act) by Fulton Bank, N.A. in certain geographies. Fulton Bank, N.A. has been and is cooperating with the Department and responding to the Department’s requests for information. During the third quarter of 2016, the Department informed the Corporation, Fulton Bank, N.A., and three of the Corporation’s other bank subsidiaries, Fulton Bank of New Jersey, The Columbia Bank and Lafayette Ambassador Bank, that the Department was expanding its investigation of potential lending discrimination on the basis of race and national origin to encompass additional geographies that were not included in the initial letter from the Department. In addition to requesting information concerning the lending activities of these bank subsidiaries, the Department also requested information concerning the Corporation and the residential mortgage lending activities conducted under the Fulton Mortgage Company brand, the trade name used by all of the Corporation’s bank subsidiaries for residential mortgage lending. The investigation relates to lending activities during the period January 1, 2009 to the present. The Corporation and the identified bank subsidiaries are cooperating with the Department and responding to the Department’s requests for information. The Corporation and its bank subsidiaries are not able at this time to determine the terms on which this investigation will be resolved or the timing of such resolution, or to reliably estimate the amounts or range of possible amounts of any settlement, fines or other penalties or, the cost of any other remedial actions, if enforcement action is taken. In addition, should the investigation result in an enforcement action against the Corporation or its bank subsidiaries, or a settlement with the Department, the ability of the Corporation and its bank subsidiaries to engage in certain expansion or other other activities may be restricted.

Agostino, et al. Litigation

Fulton Bank, N.A. (the "Bank"), the Corporation’s largest bank subsidiary, and two unrelated, third-party defendants, Ameriprise Financial Services, Inc. and Riverview Bank, have been named as defendants in a lawsuit brought on behalf of a group of 58 plaintiffs filed on March 31, 2016 in the Court of Common Pleas for Dauphin County, Pennsylvania (Agostino, et al. v. Ameriprise Financial Services, Inc., et al., No. 2016-CV-2048-CV). The plaintiffs in this action, who are individuals, trustees of certain irrevocable trusts or the executors of the estates of deceased individuals, were clients of Jeffrey M. Mottern, a now deceased attorney, who is alleged to have operated a Ponzi scheme which defrauded the plaintiffs over a period of years through the sale of fictitious, high-yielding investments or by otherwise misappropriating funds entrusted to Mr. Mottern. Mr. Mottern is alleged to have used the proceeds of these activities to engage in speculative securities trading, which incurred significant losses, and for Mr. Mottern’s personal expenses. The allegations against the Bank relate to a commercial checking account at the Bank maintained by Mr. Mottern in connection with Mr. Mottern’s law practice. The lawsuit alleges that the Bank is liable to the plaintiffs for failing to properly monitor Mr. Mottern’s checking account and detect Mr. Mottern’s fraudulent activity, and specifically alleges that the Bank aided and abetted Mr. Mottern’s: (1) fraud; (2) breach of fiduciary duty; (3) violations of the Pennsylvania Unfair Trade Practices and Consumer Protection Law; and (4) conversion. Similar claims have been asserted against Ameriprise Financial Services, Inc. and Riverview Bank, which allegedly maintained a personal brokerage account and a trust account for client or other third-party funds, respectively, for Mr. Mottern. The lawsuit seeks damages from the defendants, including the Bank, alleged to be in excess of $11.3 million, treble damages and attorneys’ fees with respect to alleged violations of the Pennsylvania Unfair Trade Practices and Consumer Protection Law, punitive damages, plus interest and costs. On April 29, 2016, the Bank filed a Notice of Removal to remove this lawsuit to the United States District Court for the Middle District of Pennsylvania. On May 31, 2016, the plaintiffs filed a motion to remand the lawsuit to the Court of Common Pleas for Dauphin County, Pennsylvania. On October 24, 2016, the District Court granted the plaintiffs' motion and the lawsuit was remanded back to the Court of Common Pleas for Dauphin County.

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NOTE 11 – Fair Value Measurements

FASB ASC Topic 820 establishes a fair value hierarchy for the inputs to valuation techniques used to measure assets and liabilities at fair value using the following three categories (from highest to lowest priority):

• Level 1 – Inputs that represent quoted prices for identical instruments in active markets.

• Level 2 – Inputs that represent quoted prices for similar instruments in active markets, or quoted prices for identical instruments in non-active markets. Also includes valuation techniques whose inputs are derived principally from observable market data other than quoted prices, such as interest rates or other market-corroborated means.

• Level 3 – Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.

The Corporation has categorized all assets and liabilities measured at fair value on both a recurring and nonrecurring basis into the above three levels.

The following tables present summaries of the Corporation’s assets and liabilities measured at fair value on a recurring basis and reported on the consolidated balance sheets:

	September 30, 2016
	Level 1		Level 2		Level 3		Total
	(in thousands)
Mortgage loans held for sale	$	—	$	27,836	$	—	$	27,836
Available for sale investment securities:
Equity securities	22,483		—		—		22,483
U.S. Government sponsored agency securities	—		140		—		140
State and municipal securities	—		401,572		—		401,572
Corporate debt securities	—		104,100		3,141		107,241
Collateralized mortgage obligations	—		652,359		—		652,359
Mortgage-backed securities	—		1,226,547		—		1,226,547
Auction rate securities	—		—		97,726		97,726
Total available for sale investment securities	22,483		2,384,718		100,867		2,508,068
Other assets	16,903		84,152		—		101,055
Total assets	$	39,386	$	2,496,706	$	100,867	$	2,636,959
Other liabilities	$	16,800	$	81,815	$	—	$	98,615

	December 31, 2015
	Level 1		Level 2		Level 3		Total
	(in thousands)
Mortgage loans held for sale	$	—	$	16,886	$	—	$	16,886
Available for sale investment securities:
Equity securities	21,514		—		—		21,514
U.S. Government sponsored agency securities	—		25,136		—		25,136
State and municipal securities	—		262,765		—		262,765
Corporate debt securities	—		93,619		3,336		96,955
Collateralized mortgage obligations	—		821,509		—		821,509
Mortgage-backed securities	—		1,158,835		—		1,158,835
Auction rate securities	—		—		98,059		98,059
Total available for sale investment securities	21,514		2,361,864		101,395		2,484,773
Other assets	16,129		34,465		—		50,594
Total assets	$	37,643	$	2,413,215	$	101,395	$	2,552,253
Other liabilities	$	15,914	$	33,010	$	—	$	48,924

The valuation techniques used to measure fair value for the items in the preceding tables are as follows:

• Mortgage loans held for sale – This category consists of mortgage loans held for sale that the Corporation has elected to measure at fair value. Fair values as of September 30, 2016 and December 31, 2015 were measured based on the price

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that secondary market investors were offering for loans with similar characteristics. See Note 9, "Derivative Financial Instruments" for details related to the Corporation’s election to measure assets and liabilities at fair value.

• Available for sale investment securities – Included in this asset category are both equity and debt securities. Level 2 available for sale debt securities are valued by a third-party pricing service commonly used in the banking industry. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings, and matrix pricing.

Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, including market research publications. For certain security types, additional inputs may be used, or some of the standard market inputs may not be applicable.

Management tests the values provided by the pricing service by obtaining securities prices from an alternative third-party source and comparing the results. This test is done for approximately 94% of the securities valued by the pricing service. Generally, differences by security in excess of 5% are researched to reconcile the difference.

• Equity securities – Equity securities consist of common stocks of financial institutions ($21.6 million at September 30, 2016 and $20.6 million at December 31, 2015) and other equity investments ($901,000 at September 30, 2016 and $914,000 at December 31, 2015). These Level 1 investments are measured at fair value based on quoted prices for identical securities in active markets.

• U.S. Government securities/U.S. Government sponsored agency securities/State and municipal securities/Collateralized mortgage obligations/Mortgage-backed securities – These debt securities are classified as Level 2 investments. Fair values are determined by a third-party pricing service, as detailed above.

• Corporate debt securities – This category consists of subordinated debt issued by financial institutions ($44.7 million at September 30, 2016 and $40.8 million at December 31, 2015), senior debt ($18.6 million at September 30, 2016 and $12.3 million at December 31, 2015), single-issuer trust preferred securities issued by financial institutions ($39.3 million at September 30, 2016 and $39.1 million at December 31, 2015), pooled trust preferred securities issued by financial institutions ($706,000 at both September 30, 2016 and December 31, 2015) and other corporate debt issued by non-financial institutions ($4.0 million at both September 30, 2016 and December 31, 2015).

Level 2 investments include the Corporation’s holdings of subordinated debt, other corporate debt issued by non-financial institutions and $36.8 million and $36.5 million of single-issuer trust preferred securities held at September 30, 2016 and December 31, 2015, respectively. The fair values for these corporate debt securities are determined by a third-party pricing service, as detailed above.

Level 3 investments include the Corporation’s investments in pooled trust preferred securities ($706,000 at both September 30, 2016 and December 31, 2015) and certain single-issuer trust preferred securities ($2.4 million at September 30, 2016 and $2.6 million at December 31, 2015). The fair values of these securities were determined based on quotes provided by third-party brokers who determined fair values based predominantly on internal valuation models which were not indicative prices or binding offers. The Corporation’s third-party pricing service cannot derive fair values for these securities primarily due to inactive markets for similar investments. Level 3 values are tested by management primarily through trend analysis, by comparing current values to those reported at the end of the preceding calendar quarter, and determining if they are reasonable based on price and spread movements for this asset class.

• Auction rate securities – Due to their illiquidity, ARCs are classified as Level 3 investments and are valued through the use of an expected cash flows model prepared by a third-party valuation expert. The assumptions used in preparing the expected cash flows model include estimates for coupon rates, time to maturity and market rates of return. The most significant unobservable input to the expected cash flows model is an assumed return to market liquidity sometime in the next five years. If the assumed return to market liquidity was lengthened beyond the next five years, this would result in a decrease in the fair value of these ARCs. The Corporation believes that the trusts underlying the ARCs will self-liquidate as student loans are repaid. Level 3 fair values are tested by management through the performance of a trend analysis of the market price and discount rate. Changes in the price and discount rates are compared to changes in market data, including bond ratings, parity ratios, balances and delinquency levels.

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Other assets – Included in this category are the following:

• Level 1 assets include mutual funds that are held in trust for employee deferred compensation plans ($16.4 million at September 30, 2016 and $15.6 million at December 31, 2015) and the fair value of foreign currency exchange contracts ($527,000 at September 30, 2016 and $547,000 at December 31, 2015). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.

• Level 2 assets include the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($3.2 million at September 30, 2016 and $1.5 million at December 31, 2015) and the fair value of interest rate swaps ($80.9 million at September 30, 2016 and $33.0 million at December 31, 2015). The fair values of the Corporation’s interest rate locks, forward commitments and interest rate swaps represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See Note 9, "Derivative Financial Instruments," for additional information.

Other liabilities – Included in this category are the following:

• Level 1 liabilities include employee deferred compensation liabilities which represent amounts due to employees under deferred compensation plans ($16.4 million at September 30, 2016 and $15.6 million at December 31, 2015) and the fair value of foreign currency exchange contracts ($424,000 at September 30, 2016 and $331,000 at December 31, 2015). The fair value of these liabilities are determined in the same manner as the related assets, as described under the heading "Other assets" above.

• Level 2 liabilities include the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($868,000 at September 30, 2016 and $40,000 at December 31, 2015) and the fair value of interest rate swaps ($80.9 million at September 30, 2016 and $33.0 million at December 31, 2015). The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Other assets" above.

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The following table presents the changes in the Corporation’s available for sale investment securities measured at fair value on a recurring basis using unobservable inputs (Level 3):

	Three months ended September 30, 2016
	Pooled Trust Preferred Securities			Single-issuer Trust Preferred Securities			ARCs
	(in thousands)
Balance at June 30, 2016	$	706		$	2,425		$	97,886
Unrealized adjustment to fair value (1)	—			7			(318		)
Discount accretion (2)	—			3			158
Balance at September 30, 2016	$	706		$	2,435		$	97,726
	Three months ended September 30, 2015
Balance at June 30, 2015	$	530		$	3,820		$	98,606
Unrealized adjustment to fair value (1)	—			(203		)	(890		)
Settlements - calls	—			(970		)	—
Discount accretion (2)	—			3			157
Balance at September 30, 2015	$	530		$	2,650		$	97,873
	Nine months ended September 30, 2016
	Pooled Trust Preferred Securities			Single-issuer Trust Preferred Securities			ARCs
	(in thousands)
Balance at December 31, 2015	$	706		$	2,630		$	98,059
Unrealized adjustment to fair value (1)	—			(204		)	(668		)
Discount accretion (2)	—			9			335
Balance at September 30, 2016	$	706		$	2,435		$	97,726
	Nine months ended September 30, 2015
Balance at December 31, 2014	$	4,088		$	3,820		$	100,941
Sales	(3,633		)	—			—
Unrealized adjustment to fair value (1)	190			(207		)	(978		)
Settlements - calls	(117		)	(970		)	(2,446		)
Discount accretion (2)	2			7			356
Balance at September 30, 2015	$	530		$	2,650		$	97,873

(1) Pooled trust preferred securities, single-issuer trust preferred securities and ARCs are classified as available for sale investment securities; as such, the unrealized adjustment to fair value was recorded as an unrealized holding gain (loss) and included as a component of available for sale investment securities on the consolidated balance sheets.

(2) Included as a component of net interest income on the consolidated statements of income.

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Certain financial assets are not measured at fair value on an ongoing basis, but are subject to fair value measurement in certain circumstances, such as upon their acquisition or when there is evidence of impairment. The following table presents the Corporation’s financial assets measured at fair value on a nonrecurring basis and reported on the Corporation’s consolidated balance sheets:

	September 30, 2016
	Level 1		Level 2		Level 3		Total
	(in thousands)
Net loans	$	—	$	—	$	140,732	$	140,732
Other financial assets	—		—		48,288		48,288
Total assets	$	—	$	—	$	189,020	$	189,020

	December 31, 2015
	Level 1		Level 2		Level 3		Total
	(in thousands)
Net loans	$	—	$	—	$	138,491	$	138,491
Other financial assets	—		—		52,043		52,043
Total assets	$	—	$	—	$	190,534	$	190,534

The valuation techniques used to measure fair value for the items in the table above are as follows:

• Net loans – This category consists of loans that were evaluated for impairment under FASB ASC Section 310-10-35 and have been classified as Level 3 assets. The amount shown is the balance of impaired loans, net of the related allowance for loan losses. See Note 5, "Loans and Allowance for Credit Losses," for additional details.

• Other financial assets – This category includes OREO ($12.0 million at September 30, 2016 and $11.1 million at December 31, 2015) and MSRs ($36.3 million at September 30, 2016 and $40.9 million at December 31, 2015), both classified as Level 3 assets.

Fair values for OREO were based on estimated selling prices less estimated selling costs for similar assets in active markets.

MSRs are initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation performed by a third-party valuation expert. Significant inputs to the valuation included expected net servicing income, the discount rate and the expected life of the underlying loans. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The weighted average annual constant prepayment rate and the weighted average discount rate used in the September 30, 2016 valuation were 14.4% and 10.1%, respectively. Management tests the reasonableness of the significant inputs to the third-party valuation in comparison to market data.

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As required by FASB ASC Section 825-10-50, the following table details the book values and estimated fair values of the Corporation’s financial instruments as of September 30, 2016 and December 31, 2015. In addition, a general description of the methods and assumptions used to estimate such fair values is also provided.

	September 30, 2016				December 31, 2015
	Book Value		Estimated Fair Value		Book Value		Estimated Fair Value
	(in thousands)
FINANCIAL ASSETS
Cash and due from banks	$	86,497	$	86,497	$	101,120	$	101,120
Interest-bearing deposits with other banks	368,031		368,031		230,300		230,300
Federal Reserve Bank and Federal Home Loan Bank stock	60,935		60,935		62,216		62,216
Loans held for sale (1)	27,836		27,836		16,886		16,886
Available for sale investment securities (1)	2,508,068		2,508,068		2,484,773		2,484,773
Net Loans (1)	14,228,712		14,155,453		13,669,548		13,540,903
Accrued interest receivable	43,600		43,600		42,767		42,767
Other financial assets (1)	227,310		227,310		166,920		166,920
FINANCIAL LIABILITIES
Demand and savings deposits	$	12,148,162	$	12,148,162	$	11,267,367	$	11,267,367
Time deposits	2,804,317		2,824,653		2,864,950		2,862,868
Short-term borrowings	264,042		264,042		497,663		497,663
Accrued interest payable	13,645		13,645		10,724		10,724
Other financial liabilities (1)	263,489		263,489		190,927		190,927
Federal Home Loan Bank advances and long-term debt	965,286		986,323		949,542		959,315

(1) These financial instruments, or certain financial instruments in these categories, are measured at fair value on the Corporation’s consolidated balance sheets. Descriptions of the fair value determinations for these financial instruments are disclosed above.

Fair values of financial instruments are significantly affected by the assumptions used, principally the timing of future cash flows and discount rates. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily be realized in an immediate sale or settlement of the instrument. The aggregate fair value amounts presented do not necessarily represent management’s estimate of the underlying value of the Corporation.

For short-term financial instruments, defined as those with remaining maturities of 90 days or less, and excluding those recorded at fair value on the Corporation’s consolidated balance sheets, book value was considered to be a reasonable estimate of fair value.

The following instruments are predominantly short-term:

Assets	Liabilities
Cash and due from banks	Demand and savings deposits
Interest-bearing deposits with other banks	Short-term borrowings
Accrued interest receivable	Accrued interest payable

Federal Reserve Bank and Federal Home Loan Bank ("FHLB") stock represent restricted investments and are carried at cost on the consolidated balance sheets.

Fair values for loans and time deposits were estimated by discounting future cash flows using the current rates at which similar loans would be made to borrowers and similar deposits would be issued to customers for the same remaining maturities. Fair values estimated in this manner do not fully incorporate an exit price approach to fair value, as defined in FASB ASC Topic 820.

The fair values of FHLB advances and long-term debt were estimated by discounting the remaining contractual cash flows using a rate at which the Corporation could issue debt with similar remaining maturities as of the balance sheet date. These borrowings would be categorized in Level 2 liabilities under FASB ASC Topic 820.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations ("Management’s Discussion") relates to Fulton Financial Corporation (the "Corporation"), a financial holding company registered under the Bank Holding Company Act of 1956 and incorporated under the laws of the Commonwealth of Pennsylvania in 1982, and its wholly owned subsidiaries. Management’s Discussion should be read in conjunction with the consolidated financial statements and notes presented in this report.

FORWARD-LOOKING STATEMENTS

The Corporation has made, and may continue to make, certain forward-looking statements with respect to its financial condition and results of operations. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions which are intended to identify forward-looking statements.  Statements relating to the "outlook" or "2016 outlook" contained herein are forward-looking statements.

These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, some of which are beyond the Corporation's control and ability to predict, that could cause actual results to differ materially from those expressed in the forward-looking statements. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many factors could affect future financial results including, without limitation:

• the impact of adverse conditions in the economy and capital markets on the performance of the Corporation’s loan portfolio and demand for the Corporation’s products and services;

• increases in non-performing assets, which may require the Corporation to increase the allowance for credit losses, charge off loans and incur elevated collection and carrying costs related to such non-performing assets;

• investment securities gains and losses, including other-than-temporary declines in the value of securities which may result in charges to earnings;

• the effects of market interest rates, and the relative balances of rate-sensitive assets to rate-sensitive liabilities, on net interest margin and net interest income;

• the effects of changes in interest rates on demand for the Corporation’s products and services;

• the effects of changes in interest rates or disruptions in liquidity markets on the Corporation’s sources of funding;

• the Corporation’s ability to manage liquidity, both at the holding company level and at its bank subsidiaries;

• the impact of increased regulatory scrutiny of the banking industry;

• the effects of the increasing amounts of time and expense associated with regulatory compliance and risk management;

• the potential for negative consequences from regulatory violations and investigations, including potential supervisory actions and the assessment of fines and penalties;

• the additional time, expense and investment required to comply with, and the restrictions on potential growth and investment activities resulting from, the existing enforcement orders applicable to the Corporation and its bank subsidiaries by federal and state bank regulatory agencies requiring improvement in compliance functions and other remedial actions, or any future enforcement orders;

• the Corporation’s ability to manage the uncertainty associated with the delay in implementing many of the regulations mandated by the Dodd-Frank Act;

• the effects of negative publicity on the Corporation’s reputation;

• the effects of adverse outcomes in litigation and governmental or administrative proceedings;

• the Corporation’s ability to successfully transform its business model;

• the Corporation’s ability to achieve its growth plans;

• the effects of competition on deposit rates and growth, loan rates and growth and net interest margin;

• the Corporation’s ability to manage the level of non-interest expenses, including salaries and employee benefits expenses, operating risk losses and goodwill impairment;

• the impact of operational risks, including the risk of human error, inadequate or failed internal processes and systems, computer and telecommunications systems failures, faulty or incomplete data and an inadequate risk management framework;

• the impact of failures of third parties upon which the Corporation relies to perform in accordance with contractual arrangements;

• the failure or circumvention of the Corporation’s system of internal controls;

• the loss of, or failure to safeguard, confidential or proprietary information;

• the Corporation’s failure to identify and to address cyber-security risks;

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• the Corporation’s ability to keep pace with technological changes;

• the Corporation’s ability to attract and retain talented personnel;

• capital and liquidity strategies, including the Corporation’s ability to comply with applicable capital and liquidity requirements, and the Corporation’s ability to generate capital internally or raise capital on favorable terms;

• the Corporation’s reliance on its subsidiaries for substantially all of its revenues and its ability to pay dividends or other distributions;

• the effects of any downgrade in the Corporation’s credit ratings on its borrowing costs or access to capital markets; and

• the effects of changes in accounting policies, standards, and interpretations on the Corporation’s financial condition and results of operations.

RESULTS OF OPERATIONS

Overview and Outlook

Fulton Financial Corporation is a financial holding company comprised of six wholly owned bank subsidiaries which provide a full range of retail and commercial financial services in Pennsylvania, Delaware, Maryland, New Jersey and Virginia and eight wholly owned non-bank subsidiaries. The Corporation generates the majority of its revenue through net interest income, or the difference between interest earned on loans, investments and other interest-earning assets, and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing the net interest margin, which is net interest income (fully taxable-equivalent, or "FTE") as a percentage of average interest-earning assets. The Corporation also generates revenue through fees earned on the various services and products offered to its customers and through gains on sales of assets, such as loans, investments, or properties. Offsetting these revenue sources are provisions for credit losses on loans, non-interest expenses and income taxes.

The following table presents a summary of the Corporation’s earnings and selected performance ratios:

	As of or for the Three months ended September 30						As of or for the Nine months ended September 30
	2016			2015			2016			2015
Net income (in thousands)	$	41,468		$	34,251		$	119,475		$	110,967
Diluted net income per share	$	0.24		$	0.20		$	0.69		$	0.63
Return on average assets	0.89		%	0.78		%	0.87		%	0.86		%
Return on average equity	7.78		%	6.72		%	7.64		%	7.33		%
Return on average tangible equity (1)	10.38		%	9.11		%	10.24		%	9.96		%
Net interest margin (2)	3.14		%	3.18		%	3.19		%	3.22		%
Efficiency ratio (1)	65.16		%	68.82		%	67.01		%	69.30		%
Non-performing assets to total assets	0.80		%	0.87		%	0.80		%	0.87		%
Annualized net charge-offs to average loans	0.11		%	0.03		%	0.14		%	0.16		%

(1) Ratio represents a financial measure derived by methods other than Generally Accepted Accounting Principles ("GAAP"). See reconciliation of this non-GAAP financial measure to the most comparable GAAP measure under the heading, "Supplemental Reporting of Non-GAAP Based Financial Measures" at the end of this "Overview and Outlook" section.

(2) Presented on an FTE basis, using a 35% federal tax rate and statutory interest expense disallowances. See also the “Net Interest Income” section of Management’s Discussion.

Net income for the three and nine months ended September 30, 2016 increased $7.2 million, or 21.1%, and $8.5 million, or 7.7%, respectively, compared to the same periods in 2015. These increases were mainly due to higher net interest income and non-interest income, excluding investment securities gains, partially offset by increases in the provision for credit losses, decreases in investment securities gains and increases in non-interest expenses, excluding the loss on redemption of trust preferred securities that occurred in the third quarter of 2015.

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The following is a summary of financial highlights for the three and nine months ended September 30, 2016:

FTE Net Interest Income and Net Interest Margin - For the three and nine months ended September 30, 2016, FTE net interest income increased $5.5 million, or 4.2%, and $17.9 million, or 4.6%, respectively, in comparison to the same periods in 2015. These increases were driven by growth in interest-earning assets, partially offset by the impact of net interest margin compression.

Average interest-earning assets increased $940.4 million, or 5.8%, in the third quarter of 2016 in comparison to the same period in 2015, mainly due to a $842.4 million, or 6.3%, increase in average loans, a $71.7 million, or 3.0%, increase in average investment securities and a $24.5 million, or 5.1%, increase in average other interest-earning assets. Average interest-bearing liabilities increased $571.7 million, or 5.1%, primarily due to a $501.1 million, or 5.0%, increase in average interest-bearing deposits and a $101.7 million, or 31.3%, increase in average short-term borrowings, partially offset by a $31.0 million, or 3.1%, decrease in average FHLB advances and average long-term debt. Additional funding to support the increase in average interest-earning assets was provided by a $323.5 million, or 8.3%, increase in average noninterest-bearing deposits.

During the first nine months of 2016, average interest-earning assets increased $871.1 million, or 5.4%, compared to the same period in 2015, mainly due to a $791.0 million, or 6.0%, increase in average loans and a $140.7 million, or 6.1%, increase in average investment securities, partially offset by a $57.4 million, or 12.4%, decrease in average other interest-earning assets. Average interest-bearing liabilities increased $522.7 million, or 4.7%, the result of $521.2 million, or 5.3%, increase in average interest-bearing deposits, and a $87.1 million, or 25.8%, increase in average short-term borrowings, partially offset by a $85.6 million, or 8.2%, decrease in average FHLB advances and average long-term debt. Additional funding to support the increase in average interest-earning assets was provided by a $323.6 million, or 8.6%, increase in average noninterest-bearing deposits.

Asset Quality - The Corporation recorded a $4.1 million provision for credit losses for the three months ended September 30, 2016, compared to a $1.0 million provision for the same period in 2015. For the nine months ended September 30, 2016, the Corporation recorded an $8.2 million provision for credit losses compared to a $500,000 negative provision in the same period of 2015. The increase in provision for credit losses in 2016 was largely due to growth in the loan portfolio. In 2015, the negative provision was driven by an improvement in net charge-off levels, particularly among pooled impaired loans across all portfolio segments.

Overall asset quality improved for both the three and nine months ended September 30, 2016 as compared to the same periods of 2015 with the exception of annualized net charge-offs for the third quarter. Annualized net charge-offs to average loans outstanding were 0.11% for the third quarter of 2016, compared to 0.03% for the third quarter of 2015. Annualized net charge-offs to average loans outstanding were 0.14% for the first nine months of 2016, compared to 0.16% for the nine months of 2015. Non-performing assets decreased $5.5 million, or 3.5%, as of September 30, 2016 compared to September 30, 2015 and were 0.80% and 0.87% of total assets as of September 30, 2016 and September 30, 2015, respectively. The total delinquency rate was 1.38% as of September 30, 2016, compared to 1.49% as of September 30, 2015.

Non-interest Income - For the three and nine months ended September 30, 2016, non-interest income, excluding investment securities gains, increased $5.1 million, or 11.9%, and $8.7 million, or 6.8%, respectively, in comparison to the same periods in 2015. The increase during the third quarter of 2016 was primarily the result of increases in commercial loan interest rate swap fees and an increase in mortgage banking income. The increase in year to date results was driven by higher commercial loan interest rate swap fees and an increase in service charges on deposit accounts, partially offset by a decrease in mortgage banking income. During 2016, $3.0 million of impairment charges on MSRs were recorded as a reduction to mortgage banking income. See Note 6, "Mortgage Servicing Rights," in the Notes to Consolidated Financial Statements for additional details regarding the impairment charge.

Investment securities gains for the three and nine months ended September 30, 2016 were $2,000 and $1.0 million, respectively, as compared to $1.7 million and $8.3 million for the same periods in 2015.

Non-interest Expense - For the three months ended September 30, 2016, non-interest expense, excluding the on loss redemption of trust preferred securities incurred in the third quarter of 2015, increased $585,000, or 0.5%, in comparison to the third quarter of 2015. For the three months ended September 30, 2016, all expense categories were lower with the exception of salaries and employee benefits, net occupancy expense and software.

For the nine months ended September 30, 2016, non-interest expense, excluding the loss on redemption of trust preferred securities incurred in the third quarter of 2015, increased $5.8 million, or 1.6%, in comparison to the same period in 2015. Increases in salaries and employee benefits was the primary driver, partially offset by decreases in most other expense categories.

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2016 Outlook

Originally the Corporation provided its outlook for 2016 results in its Annual Report on Form 10-K for the year ended December 31, 2015. The following outlook for 2016 remains unchanged:

• annual mid- to high- single digit growth rate in average loans and deposits;

• provision for credit losses driven primarily by loan growth;

• annual mid- to high- single digit growth rate in non-interest income, excluding the impact of securities gains;

• annual low- to mid- single digit growth rate in non-interest expense (excluding, for comparison purposes, the impact of the loss on redemption of Trust Preferred Securities (TruPS) incurred in the third quarter of 2015); and

• focus on utilizing capital to support growth and provide appropriate returns to shareholders.

The Corporation's original outlook expected net interest margin to be stable on an annual basis with modest quarterly volatility of plus or minus 0 to 3 basis points. This outlook was updated during the second quarter of 2016 as follows:

• absent further market interest rate increases, low-single digit quarterly compression in net interest margin.

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Supplemental Reporting of Non-GAAP Based Financial Measures

This Quarterly Report on Form 10-Q contains supplemental financial information, as detailed below, which has been derived by methods other than GAAP. The Corporation has presented these non-GAAP financial measures because it believes that these measures provide useful and comparative information to assess trends in the Corporation's results of operations. Presentation of these non-GAAP financial measures is consistent with how the Corporation evaluates its performance internally, and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Corporation's industry. Management believes that these non-GAAP financial measures, in addition to GAAP measures, are also useful to investors to evaluate the Corporation's results. Investors should recognize that the Corporation's presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures of other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures, and the Corporation strongly encourages a review of its consolidated financial statements in their entirety. Following are reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure as of and for the three and nine months ended September 30:

	As of or for the Three months ended September 30						As of or for the Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Return on average tangible equity
Net income	$	41,468		$	34,251		$	119,475		$	110,967
Plus: Intangible amortization, net of tax	—			3			—			153
Numerator	$	41,468		$	34,254		$	119,475		$	111,120
Average common shareholders' equity	$	2,120,596		$	2,022,829		$	2,089,882		$	2,023,552
Less: Average goodwill and intangible assets	(531,556		)	(531,564		)	(531,556		)	(531,638		)
Average tangible shareholders' equity (denominator)	$	1,589,040		$	1,491,265		$	1,558,326		$	1,491,914
Return on average tangible equity, annualized	10.38		%	9.11		%	10.24		%	9.96		%
Efficiency ratio
Non-interest expense	$	119,848		$	124,889		$	361,898		$	361,721
Less: Intangible amortization	—			(5		)	—			(241		)
Less: Loss on redemption of trust preferred securities	—			(5,626		)	—			(5,626		)
Numerator	$	119,848		$	119,258		$	361,898		$	355,854
Net interest income (fully taxable equivalent) (1)	$	135,784		$	130,250		$	403,700		$	385,781
Plus: Total Non-interest income	48,149			44,774			137,423			136,000
Less: Investment securities gains, net	(2		)	(1,730		)	(1,025		)	(8,290		)
Denominator	$	183,931		$	173,294		$	540,098		$	513,491
Efficiency ratio	65.16		%	68.82		%	67.01		%	69.30		%

(1) Presented on an FTE basis, using a 35% federal tax rate and statutory interest expense disallowances. See also the “Net Interest Income” section of Management’s Discussion.

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Quarter Ended September 30, 2016 compared to the Quarter Ended September 30, 2015

Net Interest Income

FTE net interest income increased $5.5 million, to $135.8 million, in the third quarter of 2016, from $130.3 million in the third quarter of 2015. The increase was due to a $940.4 million, or 5.8%, increase in interest-earning assets. The net interest margin declined 4 basis points, to 3.14%, for the third quarter of 2016 compared to 3.18% for the third quarter of 2015. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 35% federal tax rate and statutory interest expense disallowances. The discussion following this table is based on these FTE amounts.

	Three months ended September 30
	2016								2015
	Average Balance			Interest (1)			Yield/ Rate		Average Balance			Interest (1)			Yield/ Rate
ASSETS	(dollars in thousands)
Interest-earning assets:
Loans, net of unearned income (2)	$	14,212,250		$	140,434		3.93	%	$	13,369,874		$	135,268		4.02	%
Taxable investment securities (3)	2,110,084			10,872			2.06		2,148,403			11,252			2.09
Tax-exempt investment securities (3)	344,231			3,923			4.56		230,178			2,929			5.09
Equity securities (3)	14,209			196			5.50		18,280			257			5.58
Total investment securities	2,468,524			14,991			2.43		2,396,861			14,438			2.41
Loans held for sale	22,593			210			3.72		20,704			194			3.74
Other interest-earning assets	501,666			1,051			0.84		477,145			884			0.74
Total interest-earning assets	17,205,033			156,686			3.63	%	16,264,584			150,784			3.68	%
Noninterest-earning assets:
Cash and due from banks	101,927								104,622
Premises and equipment	227,906								226,446
Other assets	1,219,844								1,097,600
Less: Allowance for loan losses	(163,074		)						(168,770		)
Total Assets	$	18,591,636							$	17,524,482
LIABILITIES AND EQUITY
Interest-bearing liabilities:
Demand deposits	$	3,602,448		$	1,706		0.19	%	$	3,316,532		$	1,122		0.13	%
Savings deposits	4,078,942			2,042			0.20		3,714,282			1,436			0.15
Time deposits	2,814,258			7,562			1.07		2,963,774			7,659			1.03
Total interest-bearing deposits	10,495,648			11,310			0.43		9,994,588			10,217			0.41
Short-term borrowings	426,369			254			0.23		324,685			92			0.11
Federal Home Loan Bank advances and long-term debt	965,228			9,338			3.86		996,247			10,225			4.09
Total interest-bearing liabilities	11,887,245			20,902			0.70	%	11,315,520			20,534			0.72	%
Noninterest-bearing liabilities:
Demand deposits	4,227,639								3,904,176
Other	356,156								281,957
Total Liabilities	16,471,040								15,501,653
Shareholders’ equity	2,120,596								2,022,829
Total Liabilities and Shareholders’ Equity	$	18,591,636							$	17,524,482
Net interest income/net interest margin (FTE)				135,784			3.14	%				130,250			3.18	%
Tax equivalent adjustment				(5,219		)						(4,556		)
Net interest income				$	130,565							$	125,694

(1) Includes dividends earned on equity securities.

(2) Includes non-performing loans.

(3) Balances include amortized historical cost for available for sale securities; the related unrealized holding gains (losses) are included in other assets.

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The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volume) and changes in rates for the three months ended September 30:

	2016 vs. 2015 Increase (Decrease) due to change in
	Volume			Rate			Net
	(in thousands)
Interest income on:
Loans, net of unearned income	$	8,275		$	(3,109	)	$	5,166
Taxable investment securities	(210		)	(170		)	(380		)
Tax-exempt investment securities	1,328			(334		)	994
Equity securities	(57		)	(4		)	(61		)
Loans held for sale	17			(1		)	16
Other interest-earning assets	46			121			167
Total interest income	$	9,399		$	(3,497	)	$	5,902
Interest expense on:
Demand deposits	$	92		$	492		$	584
Savings deposits	137			469			606
Time deposits	(392		)	295			(97		)
Short-term borrowings	36			126			162
Federal Home Loan Bank advances and long-term debt	(316		)	(571		)	(887		)
Total interest expense	$	(443	)	$	811		$	368

Note: Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of direct changes that are attributable to each component.

As summarized above, the increase in average interest-earning assets, primarily loans, resulted in an $9.4 million increase in FTE interest income. This was partially offset by the impact of a 5 basis point, or 1.4%, decrease in yields on average interest-earning assets, which resulted in a $3.5 million decrease in FTE interest income.

Average loans and average FTE yields, by type, are summarized in the following table:

	Three months ended September 30								Increase (Decrease) in
	2016				2015				Balance
	Balance		Yield		Balance		Yield		$			%
	(dollars in thousands)
Real estate – commercial mortgage	$	5,670,888	3.99	%	$	5,242,021	4.09	%	$	428,867		8.2	%
Commercial – industrial, financial and agricultural	4,066,275		3.76		3,887,161		3.78		179,114			4.6
Real estate – home equity	1,640,913		4.08		1,692,860		4.08		(51,947		)	(3.1	)
Real estate – residential mortgage	1,503,209		3.76		1,381,141		3.78		122,068			8.8
Real estate – construction	837,920		3.76		753,584		3.88		84,336			11.2
Consumer	281,517		5.31		270,391		5.81		11,126			4.1
Leasing, other and overdrafts	211,528		4.74		142,716		6.79		68,812			48.2
Total	$	14,212,250	3.93	%	$	13,369,874	4.02	%	$	842,376		6.3	%

Average loans increased $842.4 million, or 6.3%, compared to the third quarter of 2015. The increase was driven largely by growth in the commercial mortgage and residential mortgage portfolios as well as the commercial loan, construction and leasing portfolios. The $428.9 million, or 8.2%, increase in commercial mortgages occurred in both owner-occupied and investment property types and was primarily in the Pennsylvania and New Jersey markets. The $122.1 million, or 8.8%, increase in the residential mortgages was primarily the result of a strategic decision to retain certain mortgage loans. The average yield on loans decreased 9 basis points, or 2.2%, to 3.93% in 2016 from 4.02% in 2015. The decrease in average yields on loans was attributable to repayments of higher-yielding loans, continued refinancing activity at lower rates, and new loan production at rates lower than the overall portfolio yield.

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Average total interest-bearing liabilities increased $571.7 million, or 5.1%, compared to the third quarter of 2015. Interest expense increased $368,000, or 1.8%, to $20.9 million in the third quarter of 2016 primarily as a result of an increase in rates, largely a result of the Federal Reserve Board's decision to raise the target range for the federal funds rate by 25 basis points in December 2015. Average deposits and average interest rates, by type, are summarized in the following table:

	Three months ended September 30								Increase (Decrease) in Balance
	2016				2015
	Balance		Rate		Balance		Rate		$			%
	(dollars in thousands)
Noninterest-bearing demand	$	4,227,639	—	%	$	3,904,176	—	%	$	323,463		8.3	%
Interest-bearing demand	3,602,448		0.19		3,316,532		0.13		285,916			8.6
Savings	4,078,942		0.20		3,714,282		0.15		364,660			9.8
Total demand and savings	11,909,029		0.13		10,934,990		0.09		974,039			8.9
Time deposits	2,814,258		1.07		2,963,774		1.03		(149,516		)	(5.0	)
Total deposits	$	14,723,287	0.31	%	$	13,898,764	0.29	%	$	824,523		5.9	%

The $974.0 million, or 8.9%, increase in total demand and savings accounts was primarily due to a $516.3 million, or 10.4%, increase in personal account balances, a $315.8 million, or 7.9%, increase in business account balances and a $145.8 million, or 7.6%, increase in municipal account balances. The average cost of total deposits increased 2 basis points to 0.31% in the third quarter of 2016 compared to 0.29% in the third quarter of 2015.

Average borrowings and interest rates, by type, are summarized in the following table:

	Three months ended September 30								Increase (Decrease)
	2016				2015				in Balance
	Balance		Rate		Balance		Rate		$			%
	(dollars in thousands)
Short-term borrowings:
Customer repurchase agreements	$	187,588	0.10	%	$	149,415	0.10	%	$	38,173		25.5	%
Customer short-term promissory notes	70,072		0.04		79,308		0.02		(9,236		)	(11.6	)
Total short-term customer funding	257,660		0.09		228,723		0.07		28,937			12.7
Federal funds purchased	148,546		0.47		85,092		0.19		63,454			74.6
Short-term FHLB advances (1)	20,163		0.41		10,870		0.34		9,293			85.5
Total short-term borrowings	426,369		0.23		324,685		0.11		101,684			31.3
Long-term debt:
FHLB advances	603,285		3.17		618,010		3.49		(14,725		)	(2.4	)
Other long-term debt	361,943		5.01		378,237		5.06		(16,294		)	(4.3	)
Total long-term debt	965,228		3.86		996,247		4.09		(31,019		)	(3.1	)
Total borrowings	$	1,391,597	2.75	%	$	1,320,932	3.11	%	$	70,665		5.3	%

(1) Represents FHLB advances with an original maturity term of less than one year.

Total short-term borrowings increased $101.7 million, or 31.3%, primarily as a result of increases in federal funds purchased.

Average long-term debt decreased $31.0 million, or 3.1%, due to FHLB advance maturities and the restructuring of other long-term debt. In the third quarter of 2015, the Corporation executed two transactions to restructure its long-term FHLB advances. First, $200 million of FHLB advances, with a weighted average rate of 4.45% and a maturity date in the first quarter of 2017, were refinanced with new advances maturing from September 2019 to December 2020, at a weighted average rate of 2.95%. This transaction reduced interest expense on a quarterly basis by approximately $750,000, beginning in the fourth quarter of 2015. Second, forward agreements were executed to refinance an additional $200 million of FHLB advances when the advances mature in December 2016. These forward agreements have maturity dates from March 2021 to December 2021 and the refinancing will reduce the weighted average rate on these advances from 4.03% to 2.40% and decrease interest expense on a quarterly basis by approximately $800,000, beginning in the first quarter of 2017.

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Provision for Credit Losses

The provision for credit losses was $4.1 million for the third quarter of 2016, an increase of $3.1 million from the third quarter of 2015, attributable to continued loan growth with overall credit metrics stable.

The provision for credit losses is recognized as an expense in the consolidated statements of income and is the amount necessary to adjust the allowance for credit losses to its appropriate balance, as determined through the Corporation's allowance methodology. The Corporation determines the appropriate level of the allowance for credit losses based on many quantitative and qualitative factors, including, but not limited to: the size and composition of the loan portfolio, changes in risk ratings, changes in collateral values, delinquency levels, historical losses and economic conditions. See the "Financial Condition" section of Management's Discussion under the heading "Provision for Credit Losses and Allowance for Credit Losses" for details related to the Corporation's allowance and provision for credit losses.

Non-Interest Income

The following table presents the components of non-interest income:

	Three months ended September 30					Increase (Decrease)
	2016			2015		$			%
	(dollars in thousands)
Service charges on deposit accounts:
Overdraft fees	$	5,770		$	5,652	$	118		2.1	%
Cash management fees	3,605			3,418		187			5.5
Other	3,703			3,912		(209		)	(5.3	)
Total service charges on deposit accounts	13,078			12,982		96			0.7
Investment management and trust services	11,425			11,237		188			1.7
Other service charges and fees:
Commercial interest rate swap fees	4,359			1,251		3,108			248.4
Merchant fees	4,220			4,000		220			5.5
Debit card income	2,718			2,572		146			5.7
Letter of credit fees	1,078			1,143		(65		)	(5.7	)
Other	2,032			1,999		33			1.7
Total other service charges and fees	14,407			10,965		3,442			31.4
Mortgage banking income:
Gains on sales of mortgage loans	4,857			2,627		2,230			84.9
MSR impairment charge	(1,280		)	—		(1,280		)	N/M
Mortgage servicing income	952			1,237		(285		)	(23.0	)
Total mortgage banking income	4,529			3,864		665			17.2
Credit card income	2,668			2,548		120			4.7
Other income	2,040			1,448		592			40.9
Total, excluding investment securities gains, net	48,147			43,044		5,103			11.9
Investment securities gains, net	2			1,730		(1,728		)	(99.9	)
Total	$	48,149		$	44,774	$	3,375		7.5	%

Excluding investment securities gains, non-interest income increased $5.1 million, or 11.9%. Other service charges and fees increased $3.4 million, or 31.4%, driven mainly by a $3.1 million increase in commercial loan interest rate swap fees, as borrowers executed such swaps to lock in fixed rates during the third quarter of 2016, and by a $220,000 increase in merchant fee income resulting from higher transaction volumes in the third quarter of 2016.

Gains on sales of mortgage loans increased $2.2 million, or 84.9%, compared to the same period in 2015, as both new loan volumes and pricing spreads increased. Mortgage servicing income recognized in the third quarter of 2016, decreased $285,000, or 23.0%, compared to the third quarter of 2015. An $1.3 million impairment charge on MSRs was recorded in the third quarter of 2016. See Note 6, "Mortgage Servicing Rights," in the Notes to Consolidated Financial Statements for additional details regarding the impairment charge.

47

Other income increased $592,000, or 40.9%, due mainly to an increase in gains on the sale of loans guaranteed by the Small Business Administration.

Investment securities gains decreased $1.7 million from the third quarter of 2015. See Note 4, "Investment Securities," in the Notes to Consolidated Financial Statements for additional details.

Non-Interest Expense

The following table presents the components of non-interest expense:

	Three months ended September 30				Increase (Decrease)
	2016		2015		$			%
	(dollars in thousands)
Salaries and employee benefits	$	70,696	$	65,308	$	5,388		8.3	%
Net occupancy expense	11,782		10,710		1,072			10.0
Other outside services	5,783		7,373		(1,590		)	(21.6	)
Data processing	4,610		5,105		(495		)	(9.7	)
Software	4,117		3,984		133			3.3
Equipment expense	3,137		3,595		(458		)	(12.7	)
Supplies and postage	2,559		2,708		(149		)	(5.5	)
Professional fees	2,535		2,828		(293		)	(10.4	)
FDIC insurance expense	1,791		2,867		(1,076		)	(37.5	)
Marketing	1,774		2,102		(328		)	(15.6	)
Telecommunications	1,411		1,587		(176		)	(11.1	)
Other real estate owned and repossession expense	742		1,016		(274		)	(27.0	)
Operating risk loss	556		1,136		(580		)	(51.1	)
Loss on redemption of trust preferred securities	—		5,626		(5,626		)	(100.0	)
Intangible amortization	—		5		(5		)	(100.0	)
Other	8,355		8,939		(584		)	(6.5	)
Total	$	119,848	$	124,889	$	(5,041	)	(4.0	)%

The $5.4 million, or 8.3%, increase in salaries and employee benefits was primarily driven by a $3.7 million, or 6.7%, increase in salaries, resulting from higher average salaries per full-time equivalent employee, normal merit increases and an increase in incentive compensation. Employee benefits expense increased $1.7 million, or 17.0%, largely due to higher health care expenses.

Net occupancy expense increased $1.1 million, or 10.0%, as a result of lower than normal expenses recognized in the third quarter of 2015. Outside services include fees paid to consultants and expenses for contracted or outsourced services. Consulting expenses can fluctuate based on the timing and need for such services. The $1.6 million, or 21.6%, decrease in expense in comparison to the third quarter of 2015 was largely due to the timing of expenses related to the Corporation’s BSA/AML compliance program remediation efforts and certain information technology and human resources initiatives.

Data processing expense decreased $495,000, or 9.7%, due to renegotiated contracts. Equipment expense decreased $458,000, or 12.7%, primarily due to lower depreciation expense when compared to the third quarter of 2015, as certain assets became fully depreciated. The $293,000, or 10.4%, decrease in professional fees was driven by lower net legal expenses due to recoveries on settled non-performing loan accounts. FDIC insurance expense decreased $1.1 million, or 37.5% as the assessment rates for banks with less than $10 billion in assets decreased with Deposit Insurance Fund (DIF) exceeding 1.15% of the deposit base. Marketing expense decreased $328,000, or 15.6%, compared to the third quarter of 2015 due to the timing of various marketing promotions.

Other real estate owned and repossession expense decreased $274,000, or 27.0%, when compared to the third quarter of 2015. This decrease was due to a $147,000 decrease in net losses on the sales of other real estate properties. This expense category can experience fluctuations from period to period based on the timing of sales of properties and payments of expenses, such as real estate taxes.

The $580,000, or 51.1%, decrease in operating risk loss was due to a $426,000 decrease in debit card fraud and $289,000 decrease in losses associated with previously sold mortgages, partially offset by increases in wire transfer fraud and other categories.

48

In July 2015, the Corporation redeemed $150.0 million of TruPS. In connection with this redemption, a loss of $5.6 million was

recognized as a component of non-interest expense.

Income Taxes

Income tax expense for the third quarter of 2016 was $13.3 million, a $2.9 million, or 28.4%, increase from $10.3 million for the third quarter of 2015.

The Corporation’s effective tax rate was 24.2% in the third quarter of 2016, as compared to 23.2% in the third quarter of 2015.The effective tax rate is generally lower than the federal statutory rate of 35% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and credits earned from investments in partnerships that generate tax credits under various federal programs (Tax Credit Investments). The increase in the effective rate from the third quarter of 2015 was driven by higher income before income taxes and higher state income taxes, partially offset by an increase in net credits on Tax Credit Investments.

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Nine Months Ended September 30,2016 compared to the Nine Months Ended September 30,2015

Net Interest Income

FTE net interest income increased $17.9 million, or 4.6%, to $403.7 million in the first nine months of 2016 from $385.8 million in the same period of 2015. Net interest margin decreased 3 basis points to 3.19% for the first nine months of 2016 from 3.22% for the same period of 2015. The increase in FTE net interest income was mainly due to an $871.1 million, or 5.4%, increase in interest earning assets. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 35% federal tax rate and statutory interest expense disallowances. The discussion following this table is based on these FTE amounts.

	Nine months ended September 30
	2016								2015
	Average Balance			Interest  (1)			Yield/ Rate		Average Balance			Interest  (1)			Yield/ Rate
ASSETS	(dollars in thousands)
Interest-earning assets:
Loans, net of unearned income (2)	$	14,011,301		$	416,646		3.97	%	$	13,220,339		$	401,662		4.06	%
Taxable investment securities (3)	2,139,378			34,034			2.12		2,068,025			33,478			2.16
Tax-exempt investment securities (3)	306,298			10,631			4.63		225,209			9,035			5.35
Equity securities (3)	14,272			599			5.60		25,985			1,086			5.59
Total investment securities	2,459,948			45,264			2.45		2,319,219			43,599			2.51
Loans held for sale	18,114			529			3.90		21,360			632			3.94
Other interest-earning assets	406,163			2,813			0.92		463,545			3,922			1.13
Total interest-earning assets	16,895,526			465,252			3.68	%	16,024,463			449,815			3.75	%
Noninterest-earning assets:
Cash and due from banks	100,417								104,870
Premises and equipment	227,237								226,469
Other assets	1,182,260								1,101,856
Less: Allowance for loan losses	(164,999		)						(176,205		)
Total Assets	$	18,240,441							$	17,281,453
LIABILITIES AND EQUITY
Interest-bearing liabilities:
Demand deposits	$	3,498,659		$	4,727		0.18	%	$	3,202,380		$	3,092		0.13	%
Savings deposits	4,000,871			5,732			0.19		3,600,695			3,802			0.14
Time deposits	2,842,011			22,465			1.06		3,017,271			23,199			1.03
Total interest-bearing deposits	10,341,541			32,924			0.43		9,820,346			30,093			0.41
Short-term borrowings	425,151			739			0.23		338,019			272			0.11
FHLB advances and long-term debt	962,997			27,889			3.86		1,048,634			33,669			4.29
Total interest-bearing liabilities	11,729,689			61,552			0.70	%	11,206,999			64,034			0.76	%
Noninterest-bearing liabilities:
Demand deposits	4,091,555								3,767,919
Other	329,315								282,983
Total Liabilities	16,150,559								15,257,901
Shareholders’ equity	2,089,882								2,023,552
Total Liabilities and Shareholders’ Equity	$	18,240,441							$	17,281,453
Net interest income/net interest margin (FTE)				403,700			3.19	%				385,781			3.22	%
Tax equivalent adjustment				(15,165		)						(13,586		)
Net interest income				$	388,535							$	372,195

(1) Includes dividends earned on equity securities.

(2) Includes non-performing loans.

(3) Balances include amortized historical cost for available for sale securities; the related unrealized holding gains (losses) are included in other assets.

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The following table summarizes the changes in FTE interest income and expense for the first nine months of 2016 as compared to the same period in 2015 due to changes in average balances (volume) and changes in rates:

	2016 vs. 2015 Increase (Decrease) due to change in
	Volume			Rate			Net
	(in thousands)
Interest income on:
Loans, net of unearned income	$	23,932		$	(8,948	)	$	14,984
Taxable investment securities	1,168			(612		)	556
Tax-exempt investment securities	2,929			(1,333		)	1,596
Equity securities	(489		)	2			(487		)
Loans held for sale	(97		)	(6		)	(103		)
Other interest-earning assets	(443		)	(666		)	(1,109		)
Total interest income	$	27,000		$	(11,563	)	$	15,437
Interest expense on:
Demand deposits	$	310		$	1,325		$	1,635
Savings deposits	469			1,461			1,930
Time deposits	(1,419		)	685			(734		)
Short-term borrowings	86			381			467
FHLB advances and long-term debt	(2,587		)	(3,193		)	(5,780		)
Total interest expense	$	(3,141	)	$	659		$	(2,482	)

Note: Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of direct changes that are attributable to each component.

As summarized above, the increase in FTE interest income was the result of an increase in average interest-earning assets, primarily loans, which resulted in a $27.0 million increase in FTE interest income, partially offset by an $11.6 million decrease due to lower yields on average interest-earning assets.

Average loans, by type, are summarized in the following table:

	Nine months ended September 30								Increase (Decrease)
	2016				2015				in Balance
	Balance		Yield		Balance		Yield		$			%
	(dollars in thousands)
Real estate – commercial mortgage	$	5,572,356	4.01	%	$	5,205,755	4.15	%	$	366,601		7.0	%
Commercial – industrial, financial and agricultural	4,080,638		3.79		3,831,678		3.81		248,960			6.5
Real estate – home equity	1,656,969		4.09		1,703,006		4.11		(46,037		)	(2.7	)
Real estate – residential mortgage	1,428,430		3.77		1,369,367		3.81		59,063			4.3
Real estate – construction	817,014		3.80		713,893		3.93		103,121			14.4
Consumer	272,402		5.40		265,002		5.52		7,400			2.8
Leasing, other and overdrafts	183,492		6.01		131,638		7.33		51,854			39.4
Total	$	14,011,301	3.97	%	$	13,220,339	4.06	%	$	790,962		6.0	%

Average loans increased $791.0 million, or 6.0%, which contributed $23.9 million to the increase in FTE interest income. The average yield on loans decreased 9 basis points, or 2.2%, to 3.97% in 2016 from 4.06% in 2015. The increase in average loans was driven largely by growth in the commercial mortgage and residential mortgage portfolios as well as the commercial loan, construction and leasing portfolios. The commercial mortgage growth was realized in all geographical markets. The decrease in average yields on loans was attributable to repayments of higher-yielding loans, continued refinancing activity at lower rates, and new loan production at rates lower than the overall portfolio yield.

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Average investment securities increased $140.7 million, or 6.1%.The yield on average investments decreased 6 basis points, or 2.4%, to 2.45% in 2016 from 2.51% in 2015. The increase in average investment securities was partially offset by a $57.4 million, or 12.4%, decrease in other interest-earning assets.

Interest expense decreased $2.5 million, or 3.9%, to $61.6 million in the first nine months of 2016 from $64.0 million in the first nine months of 2015. Although total average interest-bearing liabilities increased $522.7 million, or 4.7%, compared to the first nine months of 2015, the funding mix became more concentrated in lower-cost deposits and short-term borrowings. This shift and the impact of FHLB Advance refinancing activity and the impact of the redemption of TruPs funded with lower-cost subordinated debt resulted in a decrease in interest expense.

Average deposits, by type, are summarized in the following table:

	Nine months ended September 30								Increase (Decrease) in Balance
	2016				2015
	Balance		Rate		Balance		Rate		$			%
	(dollars in thousands)
Noninterest-bearing demand	$	4,091,555	—	%	$	3,767,919	—	%	$	323,636		8.6	%
Interest-bearing demand	3,498,659		0.18		3,202,380		0.13		296,279			9.3
Savings	4,000,871		0.19		3,600,695		0.14		400,176			11.1
Total demand and savings	11,591,085		0.12		10,570,994		0.09		1,020,091			9.6
Time deposits	2,842,011		1.06		3,017,271		1.03		(175,260		)	(5.8	)
Total deposits	$	14,433,096	0.30	%	$	13,588,265	0.30	%	$	844,831		6.2	%

The $1.0 billion, or 9.6%, increase in total demand and savings account balances was primarily due to a $495.1 million, or 10.1%, increase in personal account balances, a $361.7 million, or 9.4%, increase in business account balances and a $166.1 million, or 9.3%, increase in municipal account balances. While the cost of both demand and savings deposits and time deposits increased, the shift to a higher concentration of lower-cost demand and savings deposits resulted in a total cost of interest-bearing deposits of 0.30% for both the first nine months of 2016 and 2015.

The following table summarizes changes in average short-term borrowings and long-term debt, by type:

	Nine months ended September 30								Increase (Decrease)
	2016				2015				in Balance
	Balance		Rate		Balance		Rate		$			%
	(dollars in thousands)
Short-term borrowings:
Customer repurchase agreements	$	179,892	0.11	%	$	167,526	0.10	%	$	12,366		7.4	%
Customer short-term promissory notes	73,859		0.04		81,854		0.02		(7,995		)	(9.8	)
Total short-term customer funding	253,751		0.09		249,380		0.07		4,371			1.8
Federal funds purchased	156,812		0.44		72,961		0.17		83,851			114.9
Short-term FHLB advances (1)	14,588		0.43		15,678		0.31		(1,090		)	(7.0	)
Total short-term borrowings	425,151		0.23		338,019		0.11		87,132			25.8
Long-term debt:
FHLB advances	601,120		3.18		634,403		3.50		(33,283		)	(5.2	)
Other long-term debt	361,877		5.00		414,231		5.50		(52,354		)	(12.6	)
Total long-term debt	962,997		3.86		1,048,634		4.29		(85,637		)	(8.2	)
Total borrowings	$	1,388,148	2.75	%	$	1,386,653	3.27	%	$	1,495		0.1	%

(1) Represents FHLB advances with an original maturity term of less than one year.

Average total borrowings increased $1.5 million during the first nine months of 2016 in comparison to the same period of 2015. The cost of borrowings, however, decreased 52 basis points, or 15.9%, as a result of lower-cost, short-term borrowings comprising a larger percentage of total borrowings.

Total long-term debt decreased $85.6 million, or 8.2%, as the result of maturing FHLB advances and the maturity of $100.0 million of subordinated debt in April 2015. In addition, in June 2015, the Corporation issued $150 million of subordinated debt at an

52

effective rate of 4.69%. The proceeds of this issuance were used to redeem $150 million of trust preferred securities, with an effective rate of 6.52%, in July 2015.

In the third quarter of 2015, the Corporation executed two transactions to restructure its long-term FHLB advances. First, $200 million of FHLB advances, with a weighted average rate of 4.45% and a maturity date in the first quarter of 2017, were refinanced with new advances maturing from September 2019 to December 2020, at a weighted average rate of 2.95%. This transaction reduced interest expense on a quarterly basis by approximately $750,000, beginning in the fourth quarter of 2015. Second, forward agreements were executed to refinance an additional $200 million of FHLB advances when the advances mature in December 2016. These forward agreements have maturity dates from March 2021 to December 2021 and the refinancing will reduce the weighted average rate on these advances from 4.03% to 2.40% and decrease interest expense on a quarterly basis by approximately $800,000, beginning in the first quarter of 2017.

Provision for Credit Losses

The provision for credit losses was $8.2 million for the first nine months of 2016, an increase of $8.7 million in comparison to the first nine months of 2015. In the first nine months of 2015, a negative provision of $500,000 was recorded, primarily due to an improvement in net charge-off levels, particularly among pooled impaired loans. For details related to the Corporation's allowance and provision for credit losses, see the "Financial Condition" section of Management's Discussion under the heading "Provision for Credit Losses and Allowance for Credit Losses."

Non-Interest Income

The following table presents the components of non-interest income:

	Nine months ended September 30					Increase (Decrease)
	2016			2015		$			%
	(dollars in thousands)
Service charges on deposit accounts:
Overdraft fees	$	16,426		$	15,806	$	620		3.9	%
Cash management fees	10,651			10,004		647			6.5
Other	11,455			11,378		77			0.7
Total service charges on deposit accounts	38,532			37,188		1,344			3.6
Investment management and trust services	33,660			33,137		523			1.6
Other service charges and fees:
Merchant fees	12,155			11,265		890			7.9
Debit card income	7,948			7,587		361			4.8
Commercial swap fees	8,552			3,088		5,464			176.9
Letter of credit fees	3,385			3,474		(89		)	(2.6	)
Other	6,100			5,902		198			3.4
Total other service charges and fees	38,140			31,316		6,824			21.8
Mortgage banking income:
Gains on sales of mortgage loans	11,967			10,588		1,379			13.0
MSR impairment charge	(3,001		)	—		(3,001		)	N/M
Mortgage servicing income	3,490			3,303		187			5.7
Total mortgage banking income	12,456			13,891		(1,435		)	(10.3	)
Credit card income	7,688			7,257		431			5.9
Other income	5,922			4,921		1,001			20.3
Total, excluding investment securities gains, net	136,398			127,710		8,688			6.8
Investment securities gains, net	1,025			8,290		(7,265		)	(87.6	)
Total	$	137,423		$	136,000	$	1,423		1.0	%

The $620,000, or 3.9%, increase in overdraft fee income during the nine months ended September 30, 2016 in comparison to the same period in 2015 consisted of a $385,000 increase in fees assessed on personal accounts and a $235,000 increase in fees assessed

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on commercial accounts, due to higher volumes. Cash management fees increased $647,000, or 6.5%, compared to 2015 due to higher transaction volumes and fee increases in 2016.

The $890,000, or 7.9%, increase in merchant fee income and the $361,000, or 4.8%, increase in debit card income were due to an increase in the volumes of transactions in comparison to 2015. The $5.5 million increase in commercial loan interest rate swap fees was due to growth in commercial loans and the attractiveness of interest rate swaps in the current rate environment.

Gains on sales of mortgage loans increased $1.4 million, or 13.0%, due to a 23.3% increase in pricing spreads compared to the prior year, partially offset by a $68.1 million, or 8.3%, decrease in new loan volumes. Mortgage servicing income increased $187,000, or 5.7%. A $3.0 million impairment charges on MSRs was recognized in the first nine months of 2016. See Note 6, "Mortgage Servicing Rights," in the Notes to Consolidated Financial Statements for additional details regarding the impairment charge.

Gains on sales of investment securities decreased $7.3 million compared to the first nine months of 2015. See Note 4, "Investment Securities," in the Notes to Consolidated Financial Statements for additional details.

Non-Interest Expense

The following table presents the components of non-interest expense:

	Nine months ended September 30				Increase (Decrease)
	2016		2015		$			%
	(dollars in thousands)
Salaries and employee benefits	$	210,097	$	195,365	$	14,732		7.5	%
Net occupancy expense	35,813		36,211		(398		)	(1.1	)
Other outside services	17,347		21,248		(3,901		)	(18.4	)
Data processing	15,486		14,767		719			4.9
Software	11,991		10,678		1,313			12.3
Equipment expense	9,380		10,888		(1,508		)	(13.9	)
Professional fees	8,221		8,430		(209		)	(2.5	)
Supplies and postage	7,844		7,803		41			0.5
FDIC insurance expense	7,700		8,574		(874		)	(10.2	)
Marketing	5,314		5,570		(256		)	(4.6	)
Telecommunications	4,358		4,920		(562		)	(11.4	)
Operating risk loss	2,082		2,637		(555		)	(21.0	)
Other real estate owned and repossession expense	1,745		2,507		(762		)	(30.4	)
Loss on redemption of trust preferred securities	—		5,626		(5,626		)	(100.0	)
Intangible amortization	—		241		(241		)	(100.0	)
Other	24,520		26,256		(1,736		)	(6.6	)
Total	$	361,898	$	361,721	$	177		—	%

The $14.7 million, or 7.5%, increase in salaries and employee benefits during the nine months ended September 30, 2016 in comparison to the same period in 2015 was primarily driven by a $12.1 million, or 7.3%, increase in salaries, resulting from higher average salaries per full-time equivalent employee, normal merit increases and an increase in incentive compensation. The average number of full-time equivalent employees increased to 3,490 for the nine months ended September 30, 2016, compared to 3,470 for the nine months ended September 30, 2015. Benefits expenses increased $2.6 million, or 8.3%, due to an increase in health care expense, 401(k) matching expense, defined benefit plan expense, employee education and other employee benefits.

The $3.9 million, or 18.4%, decrease in other outside services in comparison to the first nine months of 2015 was due to lower expenses associated with the Corporation's BSA/AML compliance program remediation efforts, and lower costs for information technology and human resources initiatives.

The $2.0 million, or 8.0%, combined increase in data processing and software resulted from higher transaction volumes and contractual increases related to core processing systems, and amortization of capitalized software investments.

54

Equipment expense decreased $1.5 million, or 13.9%, primarily due to lower depreciation expense, as certain assets became fully depreciated. FDIC insurance expense decreased $874,000, or 10.2%, due to a reduction in the assessment rate beginning in the the third quarter of 2016. Other real estate owned and repossession expense decreased $762,000, or 30.4%, when compared to the first nine months of 2015 due to decreases in repossession expense, maintenance expense and insurance expense on other real estate properties. This expense category can experience volatility from period to period based on the timing of foreclosures and sales of properties and payments of expenses, such as real estate taxes.

In July 2015, the Corporation redeemed $150.0 million of TruPS. In connection with this redemption, a loss of $5.6 million was

recognized as a component of non-interest expense.

Other expense decreased $1.7 million, or 6.6%, due to lower state taxes and the timing of certain expense items, which can fluctuate from period to period.

Income Taxes

Income tax expense for the first nine months of 2016 was $36.4 million, a $396,000, or 1.1%, increase from $36.0 million in 2015.

The Corporation’s effective tax rate was 23.4% in the first nine months of 2016, as compared to 24.5% in the first nine months of 2015. The effective tax rate is generally lower than the federal statutory rate of 35% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and credits earned from Tax Credit Investments. The decrease in the effective rate from 2015 was driven by higher net credits from these investments.

FINANCIAL CONDITION

The table below presents condensed consolidated ending balance sheets.

					Increase (Decrease)
	September 30, 2016		December 31, 2015		$			%
	(dollars in thousands)
Assets
Cash and due from banks	$	86,497	$	101,120	$	(14,623	)	(14.5	)%
Other interest-earning assets	428,966		292,516		136,450			46.6
Loans held for sale	27,836		16,886		10,950			64.8
Investment securities	2,508,068		2,484,773		23,295			0.9
Loans, net of allowance	14,228,712		13,669,548		559,164			4.1
Premises and equipment	228,009		225,535		2,474			1.1
Goodwill and intangible assets	531,556		531,556		—			—
Other assets	661,418		592,784		68,634			11.6
Total Assets	$	18,701,062	$	17,914,718	$	786,344		4.4	%
Liabilities and Shareholders’ Equity
Deposits	$	14,952,479	$	14,132,317	$	820,162		5.8	%
Short-term borrowings	264,042		497,663		(233,621		)	(46.9	)
Long-term debt	965,286		949,542		15,744			1.7
Other liabilities	389,819		293,302		96,517			32.9
Total Liabilities	16,571,626		15,872,824		698,802			4.4
Total Shareholders’ Equity	2,129,436		2,041,894		87,542			4.3
Total Liabilities and Shareholders’ Equity	$	18,701,062	$	17,914,718	$	786,344		4.4	%

Other Interest-earning Assets

The $136.5 million, or 46.6%, increase in other interest-earning assets during the first nine months of 2016 resulted from higher balances on deposit with the Federal Reserve Bank as funding provided by deposit outpaced the growth in loans and investments.

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Investment Securities

The following table presents the carrying amount of investment securities:

					Increase (Decrease)
	September 30, 2016		December 31, 2015		$			%
	(dollars in thousands)
U.S. Government sponsored agency securities	$	140	$	25,136	$	(24,996	)	(99.4	)%
State and municipal securities	401,572		262,765		138,807			52.8
Corporate debt securities	107,241		96,955		10,286			10.6
Collateralized mortgage obligations	652,359		821,509		(169,150		)	(20.6	)
Mortgage-backed securities	1,226,547		1,158,835		67,712			5.8
Auction rate securities	97,726		98,059		(333		)	(0.3	)
Total debt securities	2,485,585		2,463,259		22,326			0.9
Equity securities	22,483		21,514		969			4.5
Total	$	2,508,068	$	2,484,773	$	23,295		0.9	%

U.S. Government sponsored agency securities decreased $25.0 million, or 99.4%, as the result of maturities. The proceeds were generally reinvested in municipal securities, which increased $138.8 million, or 52.8%. These investments have a more attractive yield in the current low interest rate environment.

Collateralized mortgage obligations decreased $169.2 million, or 20.6%, as the Corporation reduced its holdings in lower coupon investments due to volatility in market pricing. In addition to state and municipal securities, the proceeds were also reinvested in mortgage-backed securities, which increased $67.7 million, or 5.8%.

Loans, net of Unearned Income

The following table presents ending balances of loans outstanding, net of unearned income:

					Increase (Decrease)
	September 30, 2016		December 31, 2015		$			%
	(dollars in thousands)
Real estate – commercial mortgage	$	5,818,915	$	5,462,330	$	356,585		6.5	%
Commercial – industrial, financial and agricultural	4,024,119		4,088,962		(64,843		)	(1.6	)
Real estate – home equity	1,640,421		1,684,439		(44,018		)	(2.6	)
Real estate – residential mortgage	1,542,696		1,376,160		166,536			12.1
Real estate – construction	861,634		799,988		61,646			7.7
Consumer	283,673		268,588		15,085			5.6
Leasing, other and overdrafts	219,780		158,135		61,645			39.0
Loans, net of unearned income	$	14,391,238	$	13,838,602	$	552,636		4.0	%

Loans, net of unearned income, increased $552.6 million, or 4.0%, in comparison to December 31, 2015, with the increases realized across all of the Corporation's geographic markets. Commercial mortgage loans increased $356.6 million, or 6.5%, in comparison to December 31, 2015, with the growth occurring primarily in the Pennsylvania ($197.3 million, or 7.1%), Maryland ($56.5 million, or 9.9%) and New Jersey ($45.4 million, or 3.2%) markets. Residential mortgage loans increased $166.5 million, or 12.1%, compared to December 31, 2015, with the growth occurring primarily in the Maryland ($85.3 million, or 46.9%) and Virginia ($70.2 million, or 31.3%) markets as the result of new portfolio product offerings that were introduced in 2015. Construction loans increased $61.6 million, or 7.7%, in comparison to December 31, 2015, with the growth occurring primarily in the Maryland ($24.2 million, or 38.7%), Pennsylvania ($17.5 million, or 3.7%) and New Jersey ($16.8 million, or 10.8%) markets. Leasing, other and overdrafts increased compared to December 31, 2015 as a result of a $61.6 million increase in the leasing portfolio.

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Construction loans include loans to commercial borrowers secured by commercial real estate, loans to commercial borrowers secured by residential real estate, and other construction loans, which represent loans to individuals secured by residential real estate. The following table presents outstanding construction loans and their delinquency rates by these class segments:

	September 30, 2016						December 31, 2015
	Balance		Delinquency Rate (1)		% of Total		Balance		Delinquency Rate (1)		% of Total
	(dollars in thousands)
Commercial	$	636,892	0.2	%	73.9	%	$	559,991	0.2	%	70.0	%
Commercial - residential	161,908		7.2		18.8		179,303		7.3		22.4
Other	62,834		1.7		7.3		60,694		1.1		7.6
Total Real estate - construction	$	861,634	1.6	%	100.0	%	$	799,988	1.8	%	100.0	%

(1) Represents all accruing loans 30 days or more past due and non-accrual loans as a percentage of total loans in each class segment.

The Corporation does not have a significant concentration of credit risk with any single borrower, industry or geographical location. Approximately $6.7 billion, or 46.4%, of the loan portfolio was in commercial mortgage and construction loans as of September 30, 2016. The Corporation's maximum total lending commitment to an individual borrowing relationship was $50.0 million as of September 30, 2016. In addition to its policy of limiting the maximum total lending commitment to any individual borrowing relationship to $50.0 million, the Corporation has established lower total lending limits for certain types of lending commitments, and lower total lending limits based on the Corporation's internal risk rating of an individual borrowing relationship at the time the lending commitment is approved. As of September 30, 2016, the Corporation had 115 individual borrowing relationships with total borrowing commitments between $20.0 million and $50.0 million.

The following table summarizes the industry concentrations within the commercial loan portfolio:

	September 30, 2016		December 31, 2015
Services	21.0	%	22.6	%
Retail	15.0		8.3
Health care	10.6		10.6
Construction (1)	9.5		9.7
Manufacturing	9.3		11.3
Wholesale	7.3		8.0
Real estate (2)	6.9		7.3
Agriculture	4.7		5.1
Arts and entertainment	2.7		2.8
Transportation	2.4		2.7
Financial services	2.1		1.7
Other	8.5		9.9
Total	100.0	%	100.0	%

(1) Includes commercial loans to borrowers engaged in the construction industry.

(2) Includes commercial loans to borrowers engaged in the business of: renting, leasing or managing real estate for others; selling and/or buying real estate for others; and appraising real estate.

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Commercial loans and commercial mortgage loans also include shared national credits, which are participations in loans or loan commitments of at least $20.0 million that are shared by three or more banks. Below is a summary of the Corporation's outstanding purchased shared national credits:

	September 30, 2016		December 31, 2015
	(in thousands)
Commercial - industrial, financial and agricultural	$	163,452	$	152,830
Real estate - commercial mortgage	77,977		96,219
Total	$	241,429	$	249,049

Total shared national credits decreased $7.6 million, or 3.1%, in comparison to December 31, 2015. The Corporation's shared national credits are to borrowers located in its geographical markets, and are subject to normal lending activities consistent with the Corporation's underwriting policies. As of September 30, 2016, none of the shared national credits were past due compared to one credit totaling $1.1 million, or 0.4%, of the total balance that was past due as of December 31, 2015.

Provision for Credit Losses and Allowance for Credit Losses

The following table presents the activity in the allowance for credit losses:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(dollars in thousands)
Average balance of loans, net of unearned income	$	14,212,250		$	13,369,874		$	14,011,301		$	13,220,339
Balance of allowance for credit losses at beginning of period	$	165,108		$	169,453		$	171,412		$	185,931
Loans charged off:
Commercial – industrial, financial and agricultural	3,144			1,640			13,957			14,669
Real estate – residential mortgage	802			1,035			2,210			3,099
Real estate – home equity	709			940			3,295			2,578
Real estate – commercial mortgage	1,350			660			3,406			3,011
Consumer	685			650			2,261			1,787
Real estate – construction	150			114			1,218			201
Leasing, other and overdrafts	832			522			3,226			1,352
Total loans charged off	7,672			5,561			29,573			26,697
Recoveries of loans previously charged off:
Commercial – industrial, financial and agricultural	1,539			1,598			6,789			3,855
Real estate – residential mortgage	228			201			784			547
Real estate – home equity	241			304			929			744
Real estate – commercial mortgage	296			842			2,488			1,729
Consumer	222			314			957			923
Real estate – construction	898			898			2,844			2,276
Leasing, other and overdrafts	168			346			357			587
Total recoveries	3,592			4,503			15,148			10,661
Net loans charged off	4,080			1,058			14,425			16,036
Provision for credit losses	4,141			1,000			8,182			(500		)
Balance of allowance for credit losses at end of period	$	165,169		$	169,395		$	165,169		$	169,395
Net charge-offs to average loans (annualized)	0.11		%	0.03		%	0.14		%	0.16		%

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The following table presents the components of the allowance for credit losses:

	September 30, 2016			December 31, 2015
	(dollars in thousands)
Allowance for loan losses	$	162,526		$	169,054
Reserve for unfunded lending commitments	2,643			2,358
Allowance for credit losses	$	165,169		$	171,412
Allowance for credit losses to loans outstanding	1.15		%	1.24		%

The provision for credit losses for the three months endedSeptember 30, 2016 was $4.1 million, an increase of $3.1 million in comparison to the same period in 2015. For the nine months endedSeptember 30, 2016, the provision for credit losses was $8.2 million, an increase of $8.7 million in comparison to the first nine months of 2015. The increase in the provision for credit losses was attributable to continued loan growth as overall credit metrics were stable to improving.

Net charge-offs increased $3.0 million, to $4.1 million for the third quarter of 2016, compared to $1.1 million for the third quarter of 2015. Gross charge-offs increased by $2.1 million and recoveries decreased by $911,000. Of the $4.1 million of net charge-offs recorded in the third quarter of 2016, the majority were for loans originated in Pennsylvania ($1.9 million), Maryland ($1.6 million) and New Jersey ($737,000) partially offset by net recoveries in Virginia and Delaware.

During the first nine months of 2016, net charge-offs decreased $1.6 million, or 10.0%, to $14.4 million compared to $16.0 million for the same period of 2015. The decrease in net charge-offs was primarily due to an increase in recoveries during the first nine months of 2016 compared to the same period in the prior year. Of the $14.4 million of net charge-offs recorded in the first nine months of 2016, the majority were for loans originated in Pennsylvania ($9.8 million), New Jersey ($4.4 million) and Maryland ($601,000) partially offset by net recoveries in Virginia and Delaware.

The following table summarizes non-performing assets as of the indicated dates:

	September 30, 2016			September 30, 2015			December 31, 2015
	(dollars in thousands)
Non-accrual loans	$	124,017		$	132,154		$	129,523
Loans 90 days or more past due and still accruing	14,095			12,867			15,291
Total non-performing loans	138,112			145,021			144,814
Other real estate owned (OREO)	11,981			10,561			11,099
Total non-performing assets	$	150,093		$	155,582		$	155,913
Non-accrual loans to total loans	0.86		%	0.98		%	0.94		%
Non-performing assets to total assets	0.80		%	0.87		%	0.87		%
Allowance for credit losses to non-performing loans	119.59		%	116.81		%	118.37		%

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The following table presents accruing loans whose terms have been modified under troubled debt restructurings ("TDRs"), by

type, as of the indicated dates:

	September 30, 2016		September 30, 2015		December 31, 2015
	(in thousands)
Real estate – residential mortgage	$	26,854	$	29,330	$	28,511
Real estate – commercial mortgage	16,085		17,282		17,563
Real estate – construction	843		4,363		3,942
Commercial – industrial, financial and agricultural	7,488		7,399		5,953
Real estate – home equity	7,668		3,954		4,556
Consumer	39		29		33
Total accruing TDRs	58,977		62,357		60,558
Non-accrual TDRs (1)	27,904		27,618		31,035
Total TDRs	$	86,881	$	89,975	$	91,593

(1) Included with non-accrual loans in the preceding table.

TDRs modified during the first nine months of 2016 and still outstanding as of September 30, 2016 totaled $10.3 million. During the first nine months of 2016, $6.0 million of TDRs that were modified in the previous 12 months had a payment default, which the Corporation defines as a single missed scheduled payment, subsequent to modification.

The following table presents the changes in non-accrual loans for the three and nine months ended September 30, 2016:

	Commercial - Industrial, Financial and Agricultural			Real Estate - Commercial Mortgage			Real Estate - Construction			Real Estate - Residential Mortgage			Real Estate - Home Equity			Consumer			Leasing			Total
	(in thousands)
Three months ended September 30, 2016
Balance of non-accrual loans at June 30, 2016	$	35,538		$	35,512		$	9,420		$	20,569		$	10,703		$	—		$	—		$	111,742
Additions	17,267			9,573			2,653			1,371			1,907			685			381			33,837
Payments	(2,913		)	(1,844		)	(801		)	(476		)	(527		)	—			—			(6,561		)
Charge-offs	(3,144		)	(1,350		)	(150		)	(802		)	(709		)	(685		)	(381		)	(7,221		)
Transfers to accrual status	(2,525		)	(2,543		)	—			—			(23		)	—			—			(5,091		)
Transfers to OREO	(53		)	(381		)	(646		)	(1,281		)	(328		)	—			—			(2,689		)
Balance of non-accrual loans at September 30, 2016	$	44,170		$	38,967		$	10,476		$	19,381		$	11,023		$	—		$	—		$	124,017
Nine months ended September 30, 2016
Balance of non-accrual loans as of December 31, 2015	$	42,199		$	40,731		$	12,044		$	21,914		$	11,210		$	—		$	1,425		$	129,523
Additions	30,043			20,367			6,503			4,868			6,962			2,264			673			71,680
Payments	(11,132		)	(10,537		)	(5,169		)	(2,222		)	(1,979		)	(1		)	(24		)	(31,064		)
Charge-offs	(13,957		)	(3,406		)	(1,218		)	(2,210		)	(3,295		)	(2,261		)	(2,074		)	(28,421		)
Transfers to accrual status	(2,525		)	(5,692		)	—			(310		)	(904		)	(2		)	—			(9,433		)
Transfers to OREO	(458		)	(2,496		)	(1,684		)	(2,659		)	(971		)	—			—			(8,268		)
Balance of non-accrual loans at September 30, 2016	$	44,170		$	38,967		$	10,476		$	19,381		$	11,023		$	—		$	—		$	124,017

Non-accrual loans decreased $8.1 million, or 6.2%, and $5.5 million, or 4.3%, in comparison to September 30, 2015 and December 31, 2015, respectively.

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The following table summarizes non-performing loans, by type, as of the indicated dates:

	September 30, 2016		September 30, 2015		December 31, 2015
	(in thousands)
Real estate – commercial mortgage	$	39,631	$	49,021	$	41,170
Commercial – industrial, financial and agricultural	47,330		38,032		44,071
Real estate – residential mortgage	23,451		27,707		28,484
Real estate – home equity	14,260		13,107		14,683
Real estate – construction	11,223		14,989		12,460
Consumer	2,166		2,079		2,440
Leasing	51		86		1,506
Total non-performing loans	$	138,112	$	145,021	$	144,814

Non-performing loans decreased $6.9 million, or 4.8%, and $6.7 million, or 4.6%, in comparison to September 30, 2015 and December 31, 2015, respectively. The decrease in non-performing loans was realized across all loan categories except commercial, which increased $9.3 million, or 24.4%, and $3.3 million, or 7.4%, in comparison to September 30, 2015 and December 31, 2015, respectively, and home equity which increased $1.2 million, or 8.8%, in comparison to September 30, 2015.

The following table summarizes the Corporation’s OREO, by property type, as of the indicated dates:

	September 30, 2016		September 30, 2015		December 31, 2015
	(in thousands)
Residential properties	$	6,279	$	6,934	$	7,303
Commercial properties	3,050		1,584		2,167
Undeveloped land	2,652		2,043		1,629
Total OREO	$	11,981	$	10,561	$	11,099

The ability to identify potential problem loans in a timely manner is important to maintaining an adequate allowance for credit losses. For commercial loans, commercial mortgages and construction loans to commercial borrowers, an internal risk rating process is used to monitor credit quality. The evaluation of credit risk for residential mortgages, home equity loans, construction loans to individuals, consumer loans and lease receivables is based on payment history, through the monitoring of delinquency levels and trends. For a description of the Corporation's risk ratings, see Note 5, "Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements.

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Total internally risk rated loans were $10.6 billion and $10.3 billion as of September 30, 2016 and December 31, 2015, respectively. The following table presents internal risk ratings for commercial loans, commercial mortgages and construction loans to commercial borrowers with internal risk ratings of Special Mention (considered criticized loans) or Substandard or lower (considered classified loans), by class segment:

	Special Mention						Increase (decrease)					Substandard or lower						Increase (decrease)					Total Criticized and Classified Loans
	September 30, 2016			December 31, 2015			$			%		September 30, 2016			December 31, 2015			$			%		September 30, 2016			December 31, 2015
	(dollars in thousands)
Real estate - commercial mortgage	$	131,941		$	102,625		$	29,316		28.6	%	$	131,214		$	155,442		$	(24,228	)	(15.6	)%	$	263,155		$	258,067
Commercial - secured	106,701			92,711			13,990			15.1		121,611			136,710			(15,099		)	(11.0	)	228,312			229,421
Commercial -unsecured	5,009			2,761			2,248			81.4		2,904			3,346			(442		)	(13.2	)	7,913			6,107
Total Commercial - industrial, financial and agricultural	111,710			95,472			16,238			17.0		124,515			140,056			(15,541		)	(11.1	)	236,225			235,528
Construction - commercial residential	15,853			17,154			(1,301		)	(7.6	)	14,180			21,812			(7,632		)	(35.0	)	30,033			38,966
Construction - commercial	2,530			3,684			(1,154		)	(31.3	)	5,048			3,597			1,451			40.3		7,578			7,281
Total real estate - construction (excluding construction - other)	18,383			20,838			(2,455		)	(11.8	)	19,228			25,409			(6,181		)	(24.3	)	37,611			46,247
Total	$	262,034		$	218,935		$	43,099		19.7	%	$	274,957		$	320,907		$	(45,950	)	(14.3	)%	$	536,991		$	539,842
% of total risk rated loans	2.4		%	2.1		%						2.6		%	3.1		%						5.0		%	5.2		%

The following table summarizes loan delinquency rates, by type, as of the dates indicated:

	September 30, 2016									September 30, 2015									December 31, 2015
	30-89 Days			≥ 90 Days (1)			Total			30-89 Days			≥ 90 Days (1)			Total			30-89 Days			≥ 90 Days (1)			Total
Real estate – commercial mortgage	0.18		%	0.69		%	0.87		%	0.16		%	0.92		%	1.08		%	0.14		%	0.77		%	0.91		%
Commercial – industrial, financial and agricultural	0.31		%	1.17		%	1.48		%	0.35		%	0.97		%	1.32		%	0.21		%	1.06		%	1.27		%
Real estate – construction	0.31		%	1.30		%	1.61		%	0.30		%	1.95		%	2.25		%	0.28		%	1.59		%	1.87		%
Real estate – residential mortgage	1.15		%	1.52		%	2.67		%	1.27		%	2.00		%	3.27		%	1.33		%	2.07		%	3.40		%
Real estate – home equity	0.64		%	0.87		%	1.51		%	0.54		%	0.77		%	1.31		%	0.53		%	0.87		%	1.40		%
Consumer, leasing and other	1.18		%	0.44		%	1.62		%	1.30		%	0.51		%	1.81		%	1.36		%	0.92		%	2.28		%
Total	0.42		%	0.96		%	1.38		%	0.42		%	1.07		%	1.49		%	0.37		%	1.04		%	1.41		%
Total dollars (in thousands)	$	59,822		$	138,112		$	197,934		$	56,694		$	145,021		$	201,715		$	51,927		$	144,814		$	196,741

(1) Includes non-accrual loans.

Management believes that the allowance for credit losses of $165.2 million as of September 30, 2016 is sufficient to cover incurred losses in the loan portfolio and unfunded lending commitments as of that date and is appropriate based on applicable accounting standards.

Other Assets and Other Liabilities

The $68.6 million, or 11.6%, increase in other assets and the $96.5 million, or 32.9%, increase in other liabilities were primarily driven by higher fair values for derivative financial instruments, mainly commercial loan interest rate swaps. See Note 9, "Derivative Financial Instruments," in the Notes to Consolidated Financial Statements for additional details.

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Deposits and Borrowings

The following table presents ending deposits, by type:

					Increase (Decrease)
	September 30, 2016		December 31, 2015		$			%
	(dollars in thousands)
Noninterest-bearing demand	$	4,210,099	$	3,948,114	$	261,985		6.6	%
Interest-bearing demand	3,703,048		3,451,207		251,841			7.3
Savings	4,235,015		3,868,046		366,969			9.5
Total demand and savings	12,148,162		11,267,367		880,795			7.8
Time deposits	2,804,317		2,864,950		(60,633		)	(2.1	)
Total deposits	$	14,952,479	$	14,132,317	$	820,162		5.8	%

Noninterest-bearing demand deposits increased $262.0 million, or 6.6%, primarily as a result of increases in business account balances of $234.9 million, or 7.9%, and municipal account balances of $27.0 million, or 29.4%, due to seasonality.

The $367.0 million, or 9.5%, increase in savings account balances was due to a $298.9 million, or 12.0%, increase in personal account balances, a $37.9 million, or 6.6%, increase in municipal account balances due to seasonality, and a $30.2 million, or 6.6%, increase in business account balances. Interest-bearing demand accounts increased $251.8 million, or 7.3%, primarily due to a $294.4 million, or 23.2%, seasonal increase in municipal account balances.

The following table summarizes the changes in ending borrowings, by type:

					Increase (Decrease)
	September 30, 2016		December 31, 2015		$			%
	(dollars in thousands)
Short-term borrowings:
Customer repurchase agreements	$	189,727	$	111,496	$	78,231		70.2	%
Customer short-term promissory notes	65,871		78,932		(13,061		)	(16.5	)
Total short-term customer funding	255,598		190,428		65,170			34.2
Federal funds purchased	8,444		197,235		(188,791		)	(95.7	)
Short-term FHLB advances (1)	—		110,000		(110,000		)	(100.0	)
Total short-term borrowings	264,042		497,663		(233,621		)	(46.9	)
Long-term debt:
FHLB advances	603,271		587,756		15,515			2.6
Other long-term debt	362,015		361,786		229			0.1
Total long-term debt	965,286		949,542		15,744			1.7
Total borrowings	$	1,229,328	$	1,447,205	$	(217,877	)	(15.1	)%

(1) Represents FHLB advances with an original maturity term of less than one year.

The $233.6 million, or 46.9%, decrease in total short-term borrowings resulted from deposit growth exceeding loan growth during the first nine months of 2016.

Shareholders' Equity

Total shareholders’ equity increased $87.5 million, or 4.3%, during the first nine months of 2016. The increase was due primarily to $119.5 million of net income and a $26.5 million increase in other comprehensive income, partially offset by $50.2 million of common stock dividends and $18.5 million in treasury stock purchases.

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Regulatory Capital

The Corporation and its subsidiary banks are subject to regulatory capital requirements administered by various banking regulators. Failure to meet minimum capital requirements could result in certain actions by regulators that could have a material effect on the Corporation’s financial statements. In July 2013, the Federal Reserve Board approved final rules (the "U.S. Basel III Capital Rules") establishing a new comprehensive capital framework for U.S. banking organizations and implementing the Basel Committee on Banking Supervision's December 2010 framework for strengthening international capital standards. The U.S. Basel III Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions.

The new minimum regulatory capital requirements established by the U.S. Basel III Capital Rules became effective for the Corporation on January 1, 2015, and will be fully phased in on January 1, 2019.

The U.S. Basel III Capital Rules require the Corporation and its bank subsidiaries to:

• Meet a new minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets and a Tier 1 capital ratio of 6.00% of risk-weighted assets;

• Continue to require the current minimum Total capital ratio of 8.00% of risk-weighted assets and the minimum Tier 1 leverage capital ratio of 4.00% of average assets; and

• Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, are being phased out as a component of Tier 1 capital for institutions of the Corporation's size.

When fully phased in on January 1, 2019, the Corporation and its bank subsidiaries will also be required to maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments.

The U.S. Basel III Capital Rules use a standardized approach for risk weightings that expands the risk-weightings for assets and off-balance sheet exposures from the previous 0%, 20%, 50% and 100% categories to a much larger and more risk-sensitive number of categories, depending on the nature of the assets and off-balance sheet exposures and resulting in higher risk weights for a variety of asset categories.

As of September 30, 2016, the Corporation and each of its bank subsidiaries met the minimum requirements of the U.S. Basel III Capital Rules, and each of the Corporation’s bank subsidiaries’ capital ratios exceeded the amounts required to be considered "well capitalized" as defined in the regulations. As of September 30, 2016, the Corporation's capital levels also met the fully-phased in minimum capital requirements, including the capital conservation buffers, as prescribed in the U.S. Basel III Capital Rules.

The following table summarizes the Corporation’s capital ratios in comparison to regulatory requirements:

	September 30, 2016		December 31, 2015		Regulatory Minimum for Capital Adequacy		Fully Phased-in, with Capital Conservation Buffers
Total Capital (to Risk-Weighted Assets)	13.2	%	13.2	%	8.0	%	10.5	%
Tier I Capital (to Risk-Weighted Assets)	10.4	%	10.2	%	6.0	%	8.5	%
Common Equity Tier I (to Risk-Weighted Assets)	10.4	%	10.2	%	4.5	%	7.0	%
Tier I Capital (to Average Assets)	9.1	%	9.0	%	4.0	%	4.0	%

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to economic loss that arises from changes in the values of certain financial instruments. The types of market risk exposures generally faced by financial institutions include interest rate risk, equity market price risk, debt security market price risk, foreign currency price risk and commodity price risk. Due to the nature of its operations, foreign currency price risk and commodity price risk are not significant to the Corporation.

Interest Rate Risk, Asset/Liability Management and Liquidity

Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on the Corporation’s liquidity position and could affect its ability to meet obligations and continue to grow. Second, movements in interest rates can create fluctuations in the Corporation’s net interest income and changes in the economic value of its equity.

The Corporation employs various management techniques to minimize its exposure to interest rate risk. An Asset/Liability Management Committee (ALCO) is responsible for reviewing the interest rate sensitivity and liquidity positions of the Corporation, approving asset and liability management policies, and overseeing the formulation and implementation of strategies regarding balance sheet positions.

The Corporation uses two complementary methods to measure and manage interest rate risk. They are simulation of net interest income and estimates of economic value of equity. Using these measurements in tandem provides a reasonably comprehensive summary of the magnitude of the Corporation's interest rate risk, level of risk as time evolves, and exposure to changes in interest rates.

Simulation of net interest income is performed for the next 12-month period. A variety of interest rate scenarios are used to measure the effects of sudden and gradual movements upward and downward in the yield curve. These results are compared to the results obtained in a flat or unchanged interest rate scenario. Simulation of net interest income is used primarily to measure the Corporation’s short-term earnings exposure to rate movements. The Corporation’s policy limits the potential exposure of net interest income, in a non-parallel instantaneous shock, to 10% of the base case net interest income for a 100 basis point shock in interest rates, 15% for a 200 basis point shock and 20% for a 300 basis point shock. A "shock" is an immediate upward or downward movement of interest rates. The shocks do not take into account changes in customer behavior that could result in changes to mix and/or volumes in the balance sheet, nor do they take into account the potential effects of competition on the pricing of deposits and loans over the forward 12-month period.

Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options in the investment portfolio. Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model's simulated results due to timing, amount and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

The following table summarizes the expected impact of abrupt interest rate changes on net interest income as of September 30, 2016 (due to the current level of interest rates, the 200 and 300 basis point downward shock scenarios are not shown):

Rate Shock (1)	Annual change in net interest income	% Change in net interest income
+300 bp	+ $84.5 million	15.4%
+200 bp	+ $56.8 million	10.3%
+100 bp	+ $26.3 million	4.8%
–100 bp	– $18.5 million	– 3.4%

(1) These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.

Economic value of equity estimates the discounted present value of asset and liability cash flows. Discount rates are based upon market prices for like assets and liabilities. Abrupt changes or "shocks" in interest rates, both upward and downward, are used to determine the comparative effect of such interest rate movements relative to the unchanged environment. This measurement tool is used primarily to evaluate the longer-term repricing risks and options in the Corporation’s balance sheet. The Corporation's policy limits the economic value of equity that may be at risk, in a non-parallel instantaneous shock, to 10% of the base case economic value of equity for a 100 basis point shock in interest rates, 20% for a 200 basis point shock and 30% for a 300 basis

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point shock. As of September 30, 2016, the Corporation was within economic value of equity policy limits for every 100 basis point shock.

Interest Rate Swaps

The Corporation enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These interest rate swaps are derivative financial instruments that are recorded at their fair value in other assets and liabilities on the consolidated balance sheets. Changes in fair value during the period are recorded in other non-interest expense on the consolidated statements of income.

Liquidity

The Corporation must maintain a sufficient level of liquid assets to meet the cash needs of its customers, who, as depositors, may want to withdraw funds or who, as borrowers, need credit availability. Liquidity is provided on a continuous basis through scheduled and unscheduled principal and interest payments on investments and outstanding loans and through the availability of deposits and borrowings. The Corporation also maintains secondary sources that provide liquidity on a secured and unsecured basis to meet short-term and long-term needs. In addition, the Corporation has filed a shelf registration statement with the Securities and Exchange Commission (SEC) under which the Corporation may, from time to time, offer various types of debt and equity securities.

The Corporation maintains liquidity sources in the form of demand and savings deposits, time deposits, repurchase agreements and short-term promissory notes. The Corporation can access additional liquidity from these sources, if necessary, by increasing the rates of interest paid on those accounts and borrowings. The positive impact to liquidity resulting from paying higher interest rates could have a detrimental impact on the net interest margin and net income if rates on interest-earning assets do not experience a proportionate increase. Borrowing availability with the Federal Home Loan Bank and the Federal Reserve Bank, along with federal funds lines at various correspondent banks, provides the Corporation with additional liquidity.

Each of the Corporation’s subsidiary banks is a member of the FHLB and has access to FHLB overnight and term credit facilities. As of September 30, 2016, the Corporation had $603.3 million of advances outstanding from the FHLB with an additional borrowing capacity of approximately $2.6 billion under these facilities. Advances from the FHLB are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets.

As of September 30, 2016, the Corporation had aggregate availability under federal funds lines of $1.1 billion with $8.4 million borrowed against that amount. A combination of commercial real estate loans, commercial loans and securities are pledged to the Federal Reserve Bank of Philadelphia to provide access to Federal Reserve Bank Discount Window borrowings. As of September 30, 2016, the Corporation had $1.3 billion of collateralized borrowing availability at the Discount Window, and no outstanding borrowings.

Liquidity must also be managed at the Fulton Financial Corporation parent company level. For safety and soundness reasons, banking regulations limit the amount of cash that can be transferred from subsidiary banks to the parent company in the form of loans and dividends. Generally, these limitations are based on the subsidiary banks’ regulatory capital levels and their net income. Management continues to monitor the liquidity and capital needs of the parent company and will implement appropriate strategies, as necessary, to remain adequately capitalized and to meet its cash needs.

The Corporation’s sources and uses of funds were discussed in general terms in the net interest income section of Management’s Discussion and Analysis. The consolidated statements of cash flows provide additional information. The Corporation’s operating activities during the first nine months of 2016 generated $143.8 million of cash, mainly due to net income. Cash used in investing activities was $698.8 million, mainly due to net increases in loans and short-term investments. Net cash provided by financing activities was $540.3 million due mainly to increases in deposits, partially offset by a decrease in short-term borrowings and cash dividends.

Equity Market Price Risk

Equity market price risk is the risk that changes in the values of equity investments could have a material impact on the financial position or results of operations of the Corporation. As of September 30, 2016, equity investments consisted of $21.6 million of common stocks of publicly traded financial institutions and $901,000 of other equity investments.

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The equity investments most susceptible to equity market price risk are the financial institutions stocks, which had a cost basis of approximately $13.4 million and a fair value of $21.6 million at September 30, 2016, including an investment in a single financial institution with a cost basis of $7.4 million and a fair value of $11.4 million. The fair value of this investment accounted for 52.7% of the fair value of the common stocks of publicly traded financial institutions. No other investment in a single financial institution in the financial institutions stock portfolio exceeded 10% of the portfolio's fair value. In total, net unrealized gains in this portfolio were approximately $8.3 million as of September 30, 2016.

Management continuously monitors the fair value of its equity investments and evaluates current market conditions and operating results of the issuers. Periodic sale and purchase decisions are made based on this monitoring process. None of the Corporation’s equity securities are classified as trading.

In addition to its equity portfolio, investment management and trust services income may be impacted by fluctuations in the equity markets. A portion of this revenue is based on the value of the underlying investment portfolios, many of which include equity investments. If the values of those investment portfolios decrease, whether due to factors influencing U.S. or international securities markets in general or otherwise, the Corporation’s revenue would be negatively impacted. In addition, the Corporation’s ability to sell its brokerage services in the future will be dependent, in part, upon consumers’ level of confidence in financial markets.

Debt Security Market Price Risk

Debt security market price risk is the risk that changes in the values of debt securities, unrelated to interest rate changes, could have a material impact on the financial position or results of operations of the Corporation. The Corporation’s debt security investments consist primarily of U.S. government sponsored agency issued mortgage-backed securities and collateralized mortgage obligations, state and municipal securities, U.S. government debt securities, auction rate securities and corporate debt securities. All of the Corporation's investments in mortgage-backed securities and collateralized mortgage obligations have principal payments that are guaranteed by U.S. government sponsored agencies.

State and Municipal Securities

As of September 30, 2016, the Corporation owned $401.6 million of municipal securities issued by various municipalities. Downward pressure on local tax revenues of issuers due to adverse economic conditions could have an adverse impact on the underlying credit quality of issuers. The Corporation evaluates existing and potential holdings primarily based on the creditworthiness of the issuing municipality and then, to a lesser extent, on any underlying credit enhancement. Municipal securities can be supported by the general obligation of the issuing municipality, allowing the securities to be repaid by any means available to the issuing municipality. As of September 30, 2016, approximately 98% of municipal securities were supported by the general obligation of corresponding municipalities. Approximately 62% of these securities were school district issuances, which are also supported by the states of the issuing municipalities.

Auction Rate Securities

As of September 30, 2016, the Corporation’s investments in student loan auction rate certificates (ARC), a type of auction rate securities, had a cost basis of $107.1 million and a fair value of $97.7 million.

ARCs are long-term securities that were structured to allow their sale in periodic auctions, resulting in both the treatment of ARCs as short-term instruments in normal market conditions and fair values that could be derived based on periodic auction prices. However, beginning in 2008, market auctions for these securities began to fail due to an insufficient number of buyers, resulting in an illiquid market. Therefore, as of September 30, 2016, the fair values of the ARCs currently in the portfolio were derived using significant unobservable inputs based on an expected cash flows model which produced fair values that were materially different from those that would be expected from settlement of these investments in the current market. The expected cash flows model produced fair values which assumed a return to market liquidity sometime in the next five years. The Corporation believes that the trusts underlying the ARCs will self-liquidate as student loans are repaid.

The credit quality of the underlying debt associated with the ARCs is also a factor in the determination of their estimated fair value. As of September 30, 2016, all of the ARCs were rated above investment grade. All of the loans underlying the ARCs have principal payments that are guaranteed by the federal government. At September 30, 2016, all ARCs were current and making scheduled interest payments.

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Corporate Debt Securities

The Corporation holds corporate debt securities in the form of pooled trust preferred securities, single-issuer trust preferred securities, subordinated debt issued by financial institutions and senior debt. As of September 30, 2016, these securities had an amortized cost of $109.5 million and an estimated fair value of $107.2 million.

See "Note 4 - Investment Securities," in the Notes to Consolidated Financial Statements for further discussion related to the Corporation’s other-than-temporary impairment evaluations for debt securities, and see "Note 11 - Fair Value Measurements," in the Notes to Consolidated Financial Statements for further discussion related to the fair values of debt securities.

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Item 4. Controls and Procedures

The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures pursuant to Rule 13a-15, promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this quarterly report, the Corporation’s disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Corporation reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There have been no changes in the Corporation’s internal control over financial reporting during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in the "Legal Proceedings" section of Note 10 "Commitment and Contingencies" of the Notes to Consolidated Financial Statements is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015 and in Part II, Item 1A of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents the Corporation's monthly repurchases of its common stock during the third quarter of 2016:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value that May Yet Be Purchased Under the Plans or Programs
July 1, 2016 to July 31, 2016	176,161	$	13.00	176,161	$	31,455,430
August 1, 2016 to August 31, 2016	—	—		—	31,455,430
September 1, 2016 to September 30, 2016	—	—		—	31,455,430

In October, 2015, the Corporation announced that its board of directors had approved a share repurchase program pursuant to which the Corporation is authorized to repurchase up to $50.0 million of its outstanding shares of common stock, or approximately 2.3% of its outstanding shares, through December 31, 2016. Repurchased shares may be added to treasury stock, at cost. As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases may be made from time to time in open market or privately negotiated transactions, including without limitation, through accelerated share repurchase transactions. The share repurchase program may be discontinued at any time. During 2016, 1.5 million shares have been repurchased under this program for a total cost of $18.5 million, or $12.48 per share.

No stock repurchases were made outside the program and all repurchases were made in accordance with the guidelines of Rule 10b-18 and in compliance with Regulation M.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

See Exhibit Index for a list of the exhibits required by Item 601 of Regulation S-K and filed as part of this report.

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FULTON FINANCIAL CORPORATION AND SUBSIDIARIES

SIGNATURES

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 thereunto duly authorized.

FULTON FINANCIAL CORPORATION
Date:	November 4, 2016	/s/ E. Philip Wenger
		E. Philip Wenger
		Chairman, Chief Executive Officer and President
Date:	November 4, 2016	/s/ Patrick S. Barrett
		Patrick S. Barrett
		Senior Executive Vice President and
		Chief Financial Officer

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EXHIBIT INDEX

Exhibits Required Pursuant

to Item 601 of Regulation S-K

3.1	Articles of Incorporation, as amended and restated, of Fulton Financial Corporation– Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K dated June 24, 2011.
3.2	Bylaws of Fulton Financial Corporation as amended – Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on an Amended Form 8-K dated September 23, 2014.
10.1	Agreement between Fulton Financial Corporation and Fiserv Solutions, Inc. dated July 11, 2016. Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The redacted material was filed separately with the Securities and Exchange Commission.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Financial statements from the Quarterly Report on Form 10-Q of Fulton Financial Corporation for the period ended September 30, 2016, filed on November 4, 2016, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements - filed herewith.

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EX-10.1

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

MASTER AGREEMENT

MASTER AGREEMENT (“Agreement”) dated as of July 11, 2016 (“Effective Date”) between Fiserv Solutions, LLC., a Wisconsin limited liability company with offices located at 600 Colonial Center Parkway, Lake Mary, FL 32746 (“Fiserv”), and Fulton Financial Corporation a Pennsylvania corporation with offices located at One Penn Square, Lancaster, PA 17602 (“Client”).

WHEREAS, Client and Fiserv Solutions, Inc. entered into an Agreement dated June 23, 2011, as subsequently amended, inclusive of all associated schedules, exhibits, appendices or attachments (“Prior Agreement”);

WHEREAS, Client and Fiserv agree that, as of the Effective Date, the terms and conditions of this Agreement hereby replace in their entirety the terms and conditions of the Prior Agreement, including for clarity, any and all amendments, schedules, exhibits and attachments;

NOW THEREFORE, in receipt of good and valuable consideration, the sufficiency of which is hereby acknowledged, Fiserv and Client hereby agree as follows:

1.Deliverables.

(a)General. Fiserv, itself and through its Affiliates (as defined herein), agrees to provide to Client and Client Affiliates, Client and Client Affiliates agree to obtain from Fiserv, the services (“Services”) and products (“Products” and, collectively with the Services, “Deliverables”) described in the Exhibits attached to this Agreement (“Exhibits”), subject to the terms, restrictions and obligations set forth in this Agreement and in the applicable Exhibit. References to an “Exhibit” shall include any Schedules (“Schedules”) attached to that Exhibit. The parties may add Deliverables to this Agreement by signing an appropriate new Exhibit or Schedule to this Agreement, as applicable. Each Exhibit will be deemed to incorporate all of the terms of this Agreement. Exhibits and Schedules attached as of the Effective Date are listed below. For purposes of this Agreement, “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means the possession, direct or indirect, of the power to cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, Client and Fiserv shall each be primarily responsible for acts or omissions of its own Affiliates, including compliance with the provisions of this Agreement. As of the Effective Date, for purposes of this Agreement, the following Client Affiliates are recipients of the Deliverables hereunder unless otherwise identified in a particular Exhibit: Fulton Bank, N.A., Lafayette Ambassador Bank, Swineford National Bank, FNB Bank, N.A., Fulton Bank of New Jersey, and The Columbia Bank.

(i) ACCEL Network Membership Exhibit

(ii) ASP (Application Service Provider) Services Exhibit

(A) Account Processing Services Schedule

(B) ACH Services Schedule

(C) ARP/SMS Services Schedule

(D) [CONFIDENTIAL TREATMENT REQUESTED] Services Schedule

(E) CashEdge Services Schedule

(F) [CONFIDENTIAL TREATMENT REQUESTED] Services Schedule (includes [CONFIDENTIAL TREATMENT REQUESTED])

(G) EFT Solution Services Schedule

(H) Investment Services AdvisorVision Schedule

(I) Lending Solutions Services Schedule

(J) LoanComplete Services Schedule

• Attachment A to LoanComplete Services Schedule

◦ Appendix 1 to Attachment A

• Attachment B to LoanComplete Services Schedule

(K) Network Support Services Schedule

(L) Secure Lending Services Schedule

(M) Third Party Direct Electronic Payment Services Schedule

(N) Weiland Financial Group Services Schedule

(O) Xroads for Signature Services Schedule

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

(iii) Software Products Exhibit

(A) Signature Software Schedule

(B) EnAct Software Schedule

(C) Enterprise Content Management Software Schedule

(D) InformEnt Software Schedule

(E) Loan Origination Software Schedule

(F) [CONFIDENTIAL TREATMENT REQUESTED] Solutions Software Schedule

(iv) Professional and Development Services Exhibit

(G) DocPlus Managed Services Schedule

(H) EnAct Implementation Services Schedule

(I) Revenue Performance Monitor Subscription Service Schedule

(J) Signature Development Services Schedule

(K) Conversion Services Schedule for Collapse of Existing Bank Charters

(L) Future Conversion Services Schedule

(v) Equipment Exhibit

(M) Convergys Solution Schedule

(vi) Consulting Services Exhibit

(vii) Performance Standard Exhibit

(b)Professional Services. Services: (i) to convert Client’s existing applicable data and/or information to the Deliverables, and/or (ii) to implement the Deliverables (collectively, “Implementation Services”) will be provided by Fiserv to the extent applicable to the Deliverables, for the Fees (as defined below), as set forth in the Schedules to the ASP Exhibit, Software Products Exhibit, or Professional and Development Services Exhibit to this Agreement. Client agrees to provide all reasonably necessary cooperation, information and assistance in connection with any Professional Services provided under this Agreement, including Implementation Services to facilitate conversion and/or implementation.

(c)Training Services. To the extent applicable to the Deliverables, Fiserv shall provide training, training aids, user manuals, and other documentation for Client’s use as Fiserv finds necessary to enable Client personnel to become familiar with Deliverables, for the Fees, if any, set forth in the Schedules to the ASP Exhibit, Software Products Exhibit, or Professional and Development Services Exhibit to this Agreement. If requested by Client, classroom training in the use and operation of Deliverables will be provided at a training facility mutually agreed upon by Fiserv and Client.

(d)Third Parties. Subject to the provisions of Section 3 of this Agreement, upon Fiserv’s receipt of Client’s request, Client and Fiserv will use commercially reasonable efforts to work together to mutually agree in writing to the scope of any necessary P&D Services (as defined below) and/or maintenance of Client requested integration to third party solutions on a time and materials basis at Current Rates

(e)Access to Client Location or Environments. To the extent applicable to the Deliverables, Client is responsible for providing Fiserv remote access to Client’s environments for the provision of Deliverables. While assigned to provide Deliverables at a Client location either via remote access or otherwise visiting Client’s facilities, Fiserv employees will: (i) comply with Client’s reasonable safety and security procedures and other reasonable Client rules applicable to Client personnel at those facilities (ii) comply with all reasonable requests of Client personnel, as applicable, pertaining to personal and professional conduct provided and to the extent such procedures and rules are (i) provided to Fiserv in writing and reasonably in advance of Fiserv personnel’s arrival at or required access to Client’s facility or environments, (ii) all such requirements are reasonable in nature and do not conflict with Fiserv’s policies and practices, and (iii) Client shall reimburse any costs incurred by Fiserv in complying with such Client requirements.

(f)Affiliate Use. When an Affiliate of Client is authorized to use a Deliverable, or is otherwise a party to an Exhibit or any Schedules to that Exhibit, then for the purposes of those Deliverables and that Exhibit or Schedule, references to “Client” in this Agreement will be deemed to include the applicable Client Affiliate, and Client shall ensure Client Affiliate’s compliance with all applicable terms of this Agreement.

(g)Authorized Users. References to the “use” of any Deliverable by Client or an authorized Client Affiliate shall also include use by those customers, employees or agents of Client or the Client Affiliate to whom Client is authorized to provide access to the

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

given Deliverable (“Authorized Users”); provided that: (i) Client agrees to execute an agreement with its Authorized Users or otherwise subject such Authorized User to a written obligation or such Authorized User is subject to a professional obligation of confidentiality sufficient to require compliance with the terms of the Agreement relevant to the given Deliverable and otherwise sufficient to enable Client to comply with its representations, warranties and obligations under the Agreement and any relevant Exhibit or Schedule; (ii) Client shall remain responsible for its Authorized Users’ compliance with such terms and obligations; and (iii) Client shall complete all security and profile procedures and set up for its Authorized Users (and prospective Authorized Users) required by Fiserv.

(h)Notwithstanding the foregoing, Authorized Users may not sublicense, sell, rent, lease, give, transfer, assign, convey, or otherwise dispose of the access to or use of the Deliverables except as expressly provided otherwise in this Agreement. For clarity, this restriction shall not apply to a change in the authorized party identified on the account of Client’s customer.

(i)Regulatory Requirements. Client shall comply with all regulatory requirements as applicable to Client’s receipt of the Deliverables and as required by regulatory authorities having jurisdiction over Client.

(j)Client Insurance. Client shall (i) obtain and maintain at Client’s own expense appropriate casualty and business interruption insurance coverage for loss of records from fire, disaster, or other peril as would reasonably be expected to be insured under a property-related insurance policy; and (ii) obtain and maintain at its own expense any appropriate crime or fidelity bond insurance coverage for loss of or damage to money, securities, and other property sustained by Client, or for which Client holds for others, as would reasonably be expected to be insured under a related insurance policy. Client shall be responsible for: (a) appropriate property insurance covering all Equipment at full replacement value, whether Client-owned or Fiserv-owned, within Client’s premises; and (b) commercial general liability insurance with combined limits of $1,000,000.00 per occurrence per location with $2,000,000.00 general aggregate coverage for bodily injury and property damage.

(k)Fiserv Insurance. Fiserv carries the following types of insurance policies:

(i) Commercial General Liability in an amount not less than $1 million per occurrence and $2 million general aggregate for claims arising out of bodily injury and property damage;

(ii) Commercial Crime covering employee dishonestyand computer fraud in an amount not less than $5 million;

(iii) All-risk property coverage including extra expense and business income coverage; and

(iv) Workers Compensation as mandated or allowed by the laws of the state in which the Services are being performed, including $1 million coverage for employer’s liability.

(v) Professional Liability and/or Technology Errors and Omissions Liability covering acts, errors and omissions arising out of Fiserv’s performance or failure to perform its services under this Agreement, including but not limited to network security and privacy liability coverage, with limits of $10,000,000 per occurrence and in the aggregate. Subject to policy limitations and terms, Fiserv represents and warrants that this policy is intended to provide catastrophic coverage for Fiserv’s technology products and services, including, subject to terms and limitations, losses resulting from: (a) technology and other professional services and products; (b) media content; (c) network security and privacy breaches; and (d) privacy related regulatory actions.

Within 30 days following the Effective Date and upon written request by Client not more than once per calendar year thereafter, Fiserv agrees to furnish to Client a standard ACORD Certificate of Insurance fully executed by an authorized representative of the insurance company or companies rated A-VIII or higher by A. M. Best Company and demonstrating Fiserv’s maintenance of insurance policy or policies required by this paragraph. The certificate must state that Client is an additional insured under the Commercial General Liability insurance policy, which must include a contractual liability endorsement to cover Fiserv’s obligations under this Agreement. Coverage must be on an occurrence rather than a claims-made basis. Such policy shall (1) not contain a cross-liability exclusion or exclusion for punitive or exemplary damages when insurable under law and (2) require its insurer to waive all rights of subrogation against Client’s insurers.

(a)Parties to the Agreement. References to a “party” or the “parties” means Fiserv, Client and their respective Affiliates, if applicable. Any other person or entity is considered a “Third Party”.

2.Fees for Deliverables.

(a)General. Client agrees to pay Fiserv: (i) fees for Deliverables (including subscription fees, per unit or transaction fees, estimated fees for the following month as described in this Agreement), including as specified in the Exhibits or associated Schedules, (ii) out-of-pocket and other additional charges pursuant to Section 2.(c), (iii) License Fees, (iv) Maintenance Fees, (vi) Professional Services Fees, (collectively “Fees”) and (vii) Taxes as defined in Section 2.(d). Fees may be increased as set forth in the Exhibits or as described in Section 2.(m) below. If no Professional Services Fees are set forth for any Professional and Development Services (“P&D Services”), such P&D Services shall be at Fiserv’s Current Rates. “Current Rates” collectively means Fiserv’s then current hourly or daily Professional Service Rates (as defined in the Software Products Exhibit), as further described in Section 2.(i) below, as applicable, plus any materials fees and any Additional Charges as set forth in Section 2.(c).

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

(b)Fiserv shall timely reconcile Fees paid by Client for the Services for the month and the fees and charges actually due Fiserv based on the greater of the minimum monthly fees or Client’s actual use of the Services for such month. Fiserv shall either issue a credit to Client or provide Client with an invoice for any additional fees or other charges owed.

(c)Additional Charges. Client shall pay travel and living expenses and other out-of-pocket expenses reasonably incurred by Fiserv in connection with the Deliverables whether or not set forth in a Schedule. As applicable, such out-of-pocket expenses shall be incurred in accordance with Fiserv’s then-current corporate travel and expense policy, which shall be provided by Fiserv to Client upon request. If an out-of-pocket expense is listed in an Exhibit, such expense may be changed to reflect charges issued by the applicable third party vendor.

(d)Taxes. Client is responsible for the payment of all sales, use, excise, value added, withholdings and other taxes and duties however designated that are levied by any taxing authority relating to the Deliverables, excluding taxes based on Fiserv’s net income (“Taxes”). All Fees or any other charges under any Exhibit are exclusive of Taxes. Client shall reimburse Fiserv for those Taxes that Fiserv is required to remit on behalf of Client.

(e)Payment Terms. All invoices shall be sent electronically on or before the 15^th day of the current month to such address or person as designated by Client from time to time. Fiserv shall provide Client with documentation and appropriate detail supporting the amounts invoiced, including volumes, transmissions, transactions or other volume related detail needed by Client to validate the invoices provided by Fiserv hereunder on a monthly basis. Invoices are due and payable upon Client’s receipt of such invoice but in any event not later than the 30^th day of the month. Client shall pay Fiserv through the Automated Clearing House (“ACH”) unless otherwise set forth in the Exhibits or otherwise mutually agreed between the parties. [CONFIDENTIAL TREATMENT REQUESTED] Client shall neither make nor assert any right of deduction or set-off from amounts invoiced except by application of Fiserv issued credit against such invoice. Fiserv’s failure to send an invoice shall not relieve Client of its obligation to pay any amounts due and owing, provided however, Client shall not be obligated to pay invoices which are received more than [CONFIDENTIAL TREATMENT REQUESTED] after the last day work was performed with respect to the fees in such invoice and Client shall not dispute invoice amounts more than [CONFIDENTIAL TREATMENT REQUESTED] after the invoice date.

(f)License Fee Payment Timetable. For each module of Software licensed hereunder, Client shall pay License Fees as follows:

(i) [CONFIDENTIAL TREATMENT REQUESTED] of License Fees upon Agreement execution or Schedule adoption;

(ii) [CONFIDENTIAL TREATMENT REQUESTED] of License Fees upon loading the applicable Software on Client’s hardware, but in any event, not later than [CONFIDENTIAL TREATMENT REQUESTED] following the date for delivery of the applicable Software to Client by Fiserv as set forth in the Project Plan (as defined in the Professional and Development Services Exhibit) unless such delay is caused by Fiserv;

(iii) [CONFIDENTIAL TREATMENT REQUESTED] of License Fees upon Go Live, but in any event, [CONFIDENTIAL TREATMENT REQUESTED] following delivery of the applicable Software. “Go Live” shall mean the date of Client’s first use of the applicable Software in a production environment (“Go Live”).

(g)Maintenance Fee Payment Timetable. Maintenance Fees shall be payable annually in advance [CONFIDENTIAL TREATMENT REQUESTED]. For Clarity, for any Software that Client previously licensed from Fiserv, Client shall continue to pay the annual maintenance Fee under this Agreement which shall be prorated to December 31^st of the current year.  Thereafter, Client shall pay the annual Maintenance Fee annually in advance for each 12 month period January 1 to December 31 (“Maintenance Period”). For the avoidance of doubt, Client shall not be obligated to pay the Maintenance Fees for the same period for the same Software under this Agreement and under the Prior Agreement.

(h)Professional Services Fees. Client shall pay Fiserv Fees for each Project as set forth in each Schedule to the Professional and Development Services Exhibit (“Professional Services Fees”). Any estimates of Professional Services Fees and completion dates are referenced solely for the purpose of allowing Client to plan its budgets and schedules based upon information available at the time the Schedule is executed. Daily or hourly rates quoted in a Schedule, if any, will be valid for 3 months from the effective date of such Schedule. Thereafter, they will be subject to change by Fiserv on 30 days’ prior written notice to Client.

(i)The following Fiserv standard Professional Services Rates, [CONFIDENTIAL TREATMENT REQUESTED], and represent “Current Rates” for the Initial Term:

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Resource Type	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]
Senior Expertise Required	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]
Program Management	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]
Project Management / eBanking	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]
Banking Analyst / Programmer/ Network specialist	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]
Client Location (On-Site) Training	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]
Fiserv Location Training	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]	[CONFIDENTIAL TREATMENT REQUESTED]

(j)Professional Services Fees. Fees for any installation, conversion, or training services to be provided by Fiserv for a Project shall be specified in each Schedule, along with any required or applicable delivery dates. Unless otherwise set forth in a Schedule or unless during the initial implementation period, Client shall pay Professional Services Fees 50% upon commencement of Project under an applicable Schedule and 50% upon Project completion.

(k)Special Maintenance Fees (as defined in the Software Products Exhibit) shall be paid for each Maintenance Period commencing 30 days following delivery of the applicable Modification, prorated to December 31^st of the current year for each new Modification, and annually in advance thereafter.

(l)For Modifications (as defined in the Software Products Exhibit), unless otherwise mutually agreed in writing between the parties for any specific Modification(s), Fiserv reserves the right to charge Client at Current Rates for any necessary retrofitting services when releases of the Software or Fiserv System(s) to which a Development Services Project relates are made generally available. For clarity retrofit services for Signature modifications includes:

• Evaluate all modifications and release impact (across Aperio, Commpack, etc.)
• Harmonization
• Comparison and analysis of all modified objects against base release objects
• Message Files
• FRP Files (Table Field Definition File)
• Display files that are potentially affected by UI upgrade
• Modules/Service Programs
• Fields that changed based on Reference files
• Recompiles for mod programs using mod files from Base file
• Identify key risk areas for additional testing
• Internal Code Review and Testing

(m)Adjustments. Fiserv may increase the fees (including for all recurring, ongoing, and other future fees) annually effective each January 1 upon notice to Client; provided that each such increase shall be limited to the increase in the U.S. Department of Labor, Consumer Price Index for All Urban Consumers excluding ‘Food’ and ‘Gas’ (“CPI-U”) for the most recently available 12-month period preceding such 30-day notice period, or [CONFIDENTIAL TREATMENT REQUESTED]. Notwithstanding the foregoing, Fiserv reserves the right to increase the Fees if: (i) Client exceeds currently licensed volume of Software or if Client exceeds or falls below current tier pricing for ASP Services (including number of accounts, named users, workstations, etc.) of a given Deliverable compared to any limits or restrictions applicable to such Deliverable or as otherwise provided to or estimated by Fiserv during the discovery process to the agreed upon fees for the agreed upon tiers; (ii) Client purchases additional Deliverables. Fiserv may increase the Fees charged for products or services provided by a Third Party through Fiserv and for which Fiserv charges on a ‘pass-through’ basis (“Third Party Pass Through”) by the amount of increase from the third party, if Fiserv’s Third Party providers increase their fees or charges. For clarity, Maintenance Fees in the Software Products Exhibit may also be subject to increase following delivery of new Software releases, Enhancements, or any other changes or additions to the Software provided by Fiserv as a result of Client-requested Software or P&D Services. Notwithstanding the foregoing, Fiserv reserves the right to increase its fees ([CONFIDENTIAL TREATMENT REQUESTED]) or charge Client for Client’s share of direct Fiserv costs of maintaining regulatory compliance as required by Section 4.(a)(iii) of the ASP Service Exhibit, and/or meeting relevant third party

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

standards (such as PCI-SSC’s Payment Card Industry Data Security Standard) provided such charge is applied generally to Fiserv’s clients receiving similar service(s).

(n)In the event that Fiserv discontinues a non-material or non-core processing product or service or outsources a product or service to a third party, such as pursuant to Section 4.(b) of the ASP Services Exhibit, the following provisions shall apply:

(i) If the product or service is included in the monthly minimum fee, [CONFIDENTIAL TREATMENT REQUESTED];

(ii) If the product or service is not part of the monthly minimum fee and Client determines there is additional value, Fiserv and Client will mutually agree upon a cost increase within the range of [CONFIDENTIAL TREATMENT REQUESTED].

(iii) If the product is a part of Software then Fiserv will provide a credit in the amount of the unamortized portion of the Software license fee paid by Client [CONFIDENTIAL TREATMENT REQUESTED] for the Software being discontinued to be applied toward the license of the replacement Software.

For the avoidance of doubt, this Section does not grant Fiserv a right to terminate a non-material or non-core processing product or service other than in the event Fiserv’s agreement with its third party provider is terminated.

(o)[CONFIDENTIAL TREATMENT REQUESTED].

(p)Holdover.  Upon any termination or expiration of the Agreement or an Exhibit, Services provided after the applicable termination date, expiration date, or final processing date specified by Client (“Holdover”) will be provided subject to Fiserv’s capacity and will be invoiced at then current fees under the applicable Schedule plus a holdover premium of [CONFIDENTIAL TREATMENT REQUESTED], unless such Holdover is due to Fiserv’s action or inaction.

(q)Deconversion Charges. Client agrees to pay Fiserv’s then current deconversion charges (see Appendix 1 to this Agreement) in connection with Client’s deconversion from the Fiserv System. Deconversion activities for the orderly transition of the Services from Fiserv’s system to another system will include the following types of services upon Client’s written request (and to the extent Client’s new service provider is involved, subject to Fiserv, Client, and such service provider entering into a commercially reasonable confidentiality agreement acceptable to the applicable parties), and on a time and materials basis at Current Rates as mutually agreed in writing between the parties in a Statement of Work.

(i) promptly developing with Client and its new service provider a transition plan setting forth the respective tasks and timetable to be performed by each party;

(ii) where appropriate, backing up Client Data for the remaining term of the Agreement and any term post period as agreed to by the parties;

(iii) making available and delivering to Client or Client’s designee all reasonable, necessary and appropriate tapes or other electronic or digital media with appropriate content, data and data library listings;

(iv) promptly assisting Client or its new service provider with the loading or transmission of Client Data;

(v) providing to Client, Client Data pursuant to Section 8.(f);

(vi) rendering such assistance as is reasonably necessary for Client to map the Client Data to its new system;

(vii) (collectively, (i), (ii), (iii), (iv), (v), and (vi) are hereinafter referred to as “Deconversion Activities”). Client shall pay for such Deconversion Activities at Current Rates, monthly as incurred, and in accordance with Section 2 of this Agreement. Notwithstanding the provisions set forth in Sections (i) to (vi) above, Notwithstanding the foregoing, if this Agreement is terminated pursuant to and in accordance with Section 8.(c)(ii) of the Agreement for Client’s uncured failure to pay, Fiserv shall not be obligated to perform any of the above described Deconversion Activities unless and until Client pays in advance the total amount of fees for (A) all estimated Deconversion Activities and (B) Fiserv’s provision of the Services up to and including the termination date.

(r)[CONFIDENTIAL TREATMENT REQUESTED].

3.Confidentiality and Ownership. The provisions of this Section 3 survive any termination or expiration of this Agreement.

(a)Definitions.

(i) “Client Information” means the following types of information of Client and its Affiliates obtained or accessed by Fiserv from or on behalf of Client or its Affiliates in connection with this Agreement or any discussions between the parties regarding new services or products to be added to this Agreement: (A) trade secrets and proprietary information; (B)

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

customer lists, work flow processes, business requirements, business plans, information security plans, business continuity plans, and proprietary software programs; (C) “non-public personal information” as defined in Title V of the Gramm-Leach-Bliley Act or the regulations issued thereunder (“GLB”) about Client’s customers and/or employees or any personally identifiable information, defined as information that can be identified to a particular person without unreasonable effort, such as the names and social security numbers of Client’s individual customers and/or employees, and Client customer account related information(“Client PII”); and (D) any other information received from or on behalf of Client or its Affiliates that Fiserv could reasonably be expected to know is confidential.

(ii) “Fiserv Information” means the following types of information of Fiserv and its Affiliates obtained or accessed by Client from or on behalf of Fiserv or its Affiliates in connection with this Agreement or any discussions between the parties regarding new services or products to be added to this Agreement: (A) trade secrets and proprietary information (including that of any Fiserv client, supplier, or licensor); (B) client lists, information security plans, business continuity plans, all information and documentation regarding the Deliverables, all software Products (including software modifications and documentation, databases, training aids, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein), and the terms and conditions of this Agreement; (C) any personally identifiable information, defined as information that can identified to a particular person without unreasonable effort, such as the names and social security numbers of Fiserv employees; and (D) any other information and data received from or on behalf of Fiserv or its Affiliates that Client could reasonably be expected to know is confidential.

(iii) “Information” means Client Information and/or Fiserv Information, as applicable. No obligation of confidentiality applies to any Information that: (A) the receiving entity (“Recipient”) develops independently without reference to Information of the disclosing entity (“Discloser”), or rightfully receives or possesses without obligation of confidentiality from a third party; or (B) is or becomes publicly available without Recipient’s breach of this Agreement.

(b)Obligations. Recipient agrees to hold as confidential all Information it receives from the Discloser. All Information shall remain the property of Discloser or its suppliers and licensors. Recipient will use the same care and discretion to avoid disclosure of Information as it uses with its own similar information that it does not wish disclosed, but in no event less than a reasonable standard of care and no less than is required by law. Recipient may only use Information for the lawful purposes contemplated by this Agreement, including in the case of Fiserv use of Client Information for fulfilling its obligations under this Agreement, performing, improving and enhancing the Deliverables, and developing data analytics models to produce analytics-based offerings. Client agrees that prior to providing Fiserv access to any Client PII, Client shall ensure that any necessary consent has been obtained that is required by law or regulation for Fiserv to access the information and to use it pursuant to the terms set forth in this Agreement. Fiserv specifically agrees not to use or disclose any Client PII in any manner prohibited by GLBas applicable to Fiserv. Notwithstanding the foregoing, (i) either party as Recipient may disclose Information to: (A) its officers, directors, and employees and employees of permitted subcontractors and Affiliates who have a need to know; (B) its attorneys and accountants as necessary in the ordinary course of its business; and (C) any other party with Discloser’s prior written consent. Before disclosure to any of the above parties, Recipient will have a written agreement with (or in the case of clause (B) a professional obligation of confidentiality from) such party sufficient to require that party to treat Information in accordance with the requirements of this Agreement, and Recipient will remain responsible for any breach of this Section 3 by any of the above parties; and (ii) Fiserv as Recipient may also disclose Client Information to third party vendors designated by Client. Recipient may disclose Information to the extent required by law or legal process, provided that: (A) Recipient gives Discloser prompt notice, if legally permissible, so that Discloser may seek a protective order; (B) Recipient reasonably cooperates with Discloser (at Discloser’s expense) in seeking such protective order; and (C) all Information shall remain subject to the terms of this Agreement in the event of such disclosure. Recipient will promptly provide Discloser with notice of any actual or threatened breach of the terms of this Section 3 or any other unauthorized disclosure of Discloser’s Information and any reasonably requested assistance. At Recipient’s option, Information will be returned to Discloser or destroyed (except as may be contained in back-up files created in the ordinary course of business that are recycled in the ordinary course of business over an approximate 30- to 90-day period or such longer period as required by applicable law or Client’s records management program) at the termination or expiration of this Agreement or the applicable Exhibit and, upon Discloser’s request, Recipient will certify to Discloser in writing that it has complied with the requirements of this sentence. Recipient acknowledges that any breach of this Section 3 may cause irreparable harm to Discloser for which monetary damages alone may be insufficient, and Recipient therefore acknowledges that Discloser shall have the right to seek injunctive or other equitable relief against such breach or threatened breach, in addition to all other remedies available to it at law or otherwise.

(c)Ownership.

(i) With the exception of Client Information, all information, reports, studies, object and source code (including without limitation the Products and all modifications, enhancements, additions, upgrades, or other works based thereon or related thereto created through P&D Services or otherwise), flow charts, diagrams, specifications, and other tangible or intangible material of any nature whatsoever produced by Fiserv or jointly with Client or by any of Fiserv’s or Client’s employees or agents, separately or together, through or as a result of or related to any of the Deliverables provided hereunder or development of any data analytics models hereunder, and all patents, copyrights, and other proprietary rights related to each of the foregoing, shall be the sole and exclusive property of Fiserv or its Affiliates.

(ii) For clarity, to the extent Client Information is embedded or included in any of the works described in paragraph 3.(c)(i), Client retains all rights to such Client Information.

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

(iii) Client hereby irrevocably assigns and transfers to Fiserv all rights, title, and interest in any such works referenced in this paragraph 3(c)(i) (excluding any Client Information), including without limitation copyrights, patent rights, trade secrets, industrial property rights, and moral rights, and shall execute all documents reasonably requested by Fiserv to perfect such rights. Client shall be entitled to use such work product in accordance with the applicable terms and conditions of this Agreement.

(d)Restrictions. Without limiting any other obligation set forth in this Section 3, Client shall not use, transfer, distribute, interface, integrate, or dispose of any information or content contained in Deliverables in any manner that competes with the business of Fiserv. Except as expressly authorized in this Agreement or any Exhibit, Client shall not: (i) use or access the Deliverables to provide services to third parties; or (ii) disclose, reproduce, republish or offer any part of the Deliverables (or compilations based on any part of the Deliverables) for sale or distribution in any form, over or through any medium.

(e)Residuals. Nothing contained in the Agreement shall restrict either party from the use in its business of any ideas, concepts, know-how, or techniques contained in Information accessed by such party in connection with the Services that are related to its business activities and retained in the unaided memory of such party’s employees.

(f)Confidentiality of this Agreement. Fiserv and Client agree to keep confidential the prices, terms and conditions of this Agreement, except: (i) for valid business needs of either party where there is specific written permission from the other party; and (ii) as hereafter provided:

(i) Disclosure Requirements. Fiserv acknowledges that Client is required to comply with applicable law, including, without limitation, the regulations of the Securities and Exchange Commission (the “SEC”). Fiserv agrees that, if Client determines, after consulting outside securities legal counsel, that it is required to disclose the entry into the Agreement, the Agreement or its terms to comply with applicable law or regulation, then disclosure of the entry into the Agreement, the Agreement or its terms to the extent necessary to comply with applicable law (“Required Disclosure”) shall not constitute a breach or default of this Agreement on the part of Client, provided Client complies with the provisions of this Section 3.(f).

(ii) Client Notice to Fiserv of Planned Disclosure. Client agrees to provide Fiserv with prior written notice (“Disclosure Notice”) of any planned Required Disclosure. Client shall identify in such Disclosure Notice: (1) the substance of such Required Disclosure; and (2) either the date on which Client intends to make such Required Disclosure or the event or occurrence which Client believes will trigger its obligation to make such Required Disclosure. In all cases, the Disclosure Notice shall be provided by Client as far in advance as is reasonably practicable to allow Client, if requested by Fiserv, to seek confidential treatment of the information that is proposed to be disclosed.

(iii) Fiserv Requests for Confidential Treatment. If Fiserv desires Client to file a confidential treatment request (a “CTR”) with respect to any proposed Required Disclosure, Fiserv shall, within two business days of receiving the Disclosure Notice, confirm such fact to Client in writing. In addition, within five business days after receiving the Disclosure Notice, Fiserv will, with respect to each portion of such Required Disclosure for which confidential treatment is to be requested by Client, identify to Client:

A. the specific portions of the Required Disclosure as to which Fiserv desires confidential treatment (the “Fiserv Designated Material”);

1. a specific statement of the grounds upon which Fiserv asserts that the Fiserv Designated Material is subject to confidential treatment, which grounds shall be consistent with those permitted or recognized under Rule 406 of the Securities Act of 1933 and Rule 24b-2 of the Securities Exchange Act of 1934;

2. the duration for which confidential treatment shall be requested with respect to the Fiserv Designated Material; and

3. in the case of any filing of the Agreement, a copy of the Agreement with any Fiserv Designated Material omitted, noting in each case, by means of an asterisk or other mark, the location in the Agreement where any provision has been redacted or omitted.

(iv) Client Submission of Request for Confidential Treatment. If requested by Fiserv in the manner set forth in this subsection, Client agrees to file a CTR with respect to the Fiserv Designated Material. Client agrees to provide Fiserv with a copy of the CTR at least five business days prior to the relevant filing, and to consider in good faith any comments which Fiserv shall have to such application prior to filing it with the SEC. In addition, Client agrees to employ its best efforts to provide Fiserv with a copy of the edgarized exhibit which it proposes to file at least one business day prior to filing the same with the SEC. Fiserv acknowledges that any regulatory decisions made regarding the CTR are beyond the reasonable control of Client.

(g)Survival. The provisions of this Section 3 shall survive any termination of expiration of this Agreement (or any part thereof).

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

4.Information Security.

(a)General. Fiserv has implemented and shall maintain an information security program that is designed to meet the following objectives as required by the GLB Interagency Guidelines Establishing Information Security Standards designed to meet the following objectives: (i) protect the security and confidentiality of customer information (as defined in GLB) ; (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of such information; (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer; and (iv) ensure the proper disposal of “consumer information” (information obtained from “consumer reports” as defined in the Fair Credit Reporting Act). Fiserv shall make available upon Client’s written request or electronically (collectively, “Delivery Mechanism”) to allow Client to review any associated audit reports as described in Section 10.(d) and (e) of this Agreement to assess whether its information security program meets the foregoing objectives, summaries of test results as described in Sections 4.(f) and 6.(c) of the ASP Services Exhibit to this Agreement, summary business continuity plan framework for all relevant Fiserv business units, an annual copy of Fiserv’s overview of risk management procedures with subcontractors, and any follow up reports or tracking of information security issues. Fiserv shall also take appropriate actions to address incidents of unauthorized access (“Security Incident”) to Client’s “sensitive customer information” (as defined in GLB), including notification to Client as soon as possible, but in any event not later than 48 hours of any such Security Incident. Fiserv agrees to provide Client with all reasonable assistance required to comply with applicable laws that require the notification of individuals in the event of a Security Incident. In the event of a Security Incident, Client will assume responsibility for informing all such individuals in accordance with applicable law. Fiserv will make no notification except as authorized by Client or required by law. As required by PCI-SSC or the applicable regulatory agency having jurisdiction over Client, Fiserv may disclose information regarding any such Security Incident involving cardholder data to PCI-SSC and such agency.

(b)Fiserv Plan. Via the Delivery Mechanism, Fiserv shall provide to Client a summary of Fiserv’s written information security plan for the applicable Services received by Client, and thereafter upon Client’s request will provide updates on the status of such information security plan.

(c)Data Encryption. As applicable to the Deliverables received by Client, Client and Fiserv agree to comply with Fiserv’s then-current data encryption policies and controls regarding transmission to and from Fiserv of tapes, images, and records maintained and produced by Fiserv for Client in connection with the Deliverables (“Client Files”), or other data in connection with the Deliverables (collectively, “Data”). If Client requests or requires Fiserv to send, transmit, or otherwise deliver Data to Client or any third party in a non-compliant format or manner, or Client (or third party on Client’s behalf) sends, transmits or otherwise delivers Data to Fiserv in a non-compliant format or manner, then, notwithstanding any other provision of this Agreement: (i) Client understands and accepts all risk of transmitting Data in an unencrypted or otherwise noncompliant format; and (ii) Client releases, discharges, and shall indemnify and hold harmless Fiserv and its employees, officers, directors, agents, and Affiliates from any and all liability, damage, or other loss under this Agreement or otherwise suffered by or through Client or suffered by any of the indemnified entities arising out of the transmission, destruction, or loss of such Data, including without limitation any information security or privacy breach related to such Data except for willful misconduct or gross negligence by Fiserv.

5.Hiring and Employment.

(a)Background Checks. Neither party shall knowingly permit any of its employees to have access to the premises, records or data of the other party when such employee: (i) uses drugs illegally; or (ii) has been convicted of a crime in connection with a dishonest act or a breach of trust, as set forth in Section 19 of the Federal Deposit Insurance Act, 12 U.S.C. 1829(a). Consistent with Fiserv’s employment practices, newly hired Fiserv employees: (i) as from 1996, are required to pass a pre-employment criminal background check; and (ii) as from 1993, are required to pass a pre-employment drug screening, as permitted by law. Upon Client’s reasonable request and at its expense, Fiserv agrees to perform additional reasonable background checks on those of Fiserv’s employees who will have access to Client facilities or Client’s networks and computer systems located at Client facilities. The results of all such background checks shall be retained solely by Fiserv.

(b)Equal Employment. Fiserv agrees that it shall abide by the requirements of Presidential Executive Order 11246, appearing at 41 CFR §§60-1.4(a), 60-300.5(a), 60-741.5(a), and as amended by the Executive Order dated July 21, 2014. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment qualified individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

(c)Recruitment of Employees. Neither party shall, without the other party’s prior written consent, directly or indirectly, solicit for employment or hire any Restricted Employee while such person is employed by the other party and for the 6-month period starting on the earlier of: (i) termination of such Restricted Employee’s employment; or (ii) termination or expiration of the Agreement. “Restricted Employee” means any former or current employee of either party or its Affiliates of whom the other party became aware or came into contact during Fiserv’s performance of its obligations under this Agreement. This restriction shall not apply to persons replying to the internet or other such general advertisements not targeted at the employees of the other party.

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

6.Warranties.

(a)By Fiserv. Fiserv warrants that: (i) no contractual obligations exist that would prevent Fiserv from entering into this Agreement; (ii) it has the requisite authority to execute, deliver, and perform its obligations under this Agreement; and (iii) it will comply with all regulations directly and unambiguously applicable to Fiserv in the performance of its obligations under this Agreement as a supplier of software and technology services to financial institutions. For the avoidance of doubt, nothing in this Agreement or any Schedule shall extend or reset any Warranty Periods for any Software previously licensed under the Prior Agreement.

(i) Fiserv warrants that the Fiserv personnel performing the Services provided under the ASP Services Exhibit, the Maintenance Services provided under the Software Products Exhibit, and the Professional and Development Services provided under the Professional and Development Services Exhibit shall exercise due care. Unless otherwise mutually agreed between the parties in writing, Client shall notify Fiserv in writing of, and Fiserv shall correct, any alleged warranty defect as set forth in Section 4.(i) of the ASP Services Exhibit or Section 1.(e) of the Professional and Development Services Exhibit.

(ii) Fiserv warrants that, during the Warranty Period, the Software will perform in all material respects without the occurrence of a “Non-conformity” (as defined in the Software Products Exhibit”) when operated on the Computer System and in compliance with the Documentation, the Software Products Exhibit, and this Agreement. Fiserv will provide replacements or corrections to the Software that does not so perform where such failure is material in terms of Client’s ability to accurately process transactions as described in the Documentation, provided Fiserv is notified in writing of such failure during the Warranty Period. This warranty shall not apply if the Non-conformity results from: (i) use of the Software in combination with any materials or software not provided or expressly approved by Fiserv; (ii) changes to the Software made by Client or any Third Party; or (iii) by use of the Software other than in accordance with the Documentation, the Software Products Exhibit or this Agreement, including without limitation Use in violation of Section 3 of the Software Products Exhibit. Client acknowledges that all Software is designed to operate on the applicable Computer System and that the warranties given by Fiserv are conditional upon the procurement and maintenance by Client of the Computer System in accordance with the then current specified configuration.

(iii) If the Software has been delivered by Fiserv on physical media, Fiserv warrants the media to be free from material physical defects and the Software to include up-to-date security protections designed to prevent any virus or similar malicious code for a period of 90 days after delivery by Fiserv. Fiserv will replace the copy provided on defective media or deliver such Software via an alternate method selected by Fiserv, provided Fiserv is notified in writing of such defective media within such 90-day period. Notwithstanding any other provision of this Agreement, the corrective actions provided by Fiserv as set forth herein in Sections 6.(a)(i) – (iii) shall be Fiserv’s entire liability and Client’s sole and exclusive remedy for Fiserv’s breach of the warranties set forth in such Sections 6.(a)(i) – (iii).

(iv) Fiserv warrants that Client will acquire good and clear title to all Equipment free and clear of all liens and encumbrances. Fiserv assigns to Client all warranties Supplier has granted or hereafter grants to Fiserv with respect to Equipment as set forth in the Equipment Schedules. Client agrees to all of the terms and conditions applicable to those warranties and acknowledges that: (a) neither Supplier nor Fiserv warrants that use of Equipment will be uninterrupted or error free; and (b) Supplier’s warranties, and the assignment of such warranties by Fiserv to Client, shall not impose any liability on Fiserv due to the Installation Services or any other services or assistance provided to Client by Fiserv with respect thereto.

(v) NOTWITHSTANDING THE FOREGOING, UNLESS EXPRESSLY ASSUMED BY FISERV HEREIN OR IN THE EXHIBITS OR SCHEDULES HERETO, CLIENT ASSUMES ANY AND ALL RISK, INCLUDING WITHOUT LIMITATION ALL FINANCIAL RISK, ON ITS BEHALF AND ON BEHALF OF ITS CUSTOMERS FOR ANY ISSUES RELATING TO THE FUNDING OF A CUSTOMERS ACCOUNT, INCLUDING WITHOUT LIMITATION INSUFFICIENT FUNDS IN ANY SUCH ACCOUNT. FOR THE AVOIDANCE OF DOUBT, THIS SECTION SHALL NOT OPERATE TO EXCLUDE FISERV’S LIABILITY FOR RISKS ARISING FROM FISERV’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

(vi) NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISIONS OF THE AGREEMENT, CLIENT ACKNOWLEDGES AND AGREES THAT ACCESS TO CERTAIN ASP SERVICES SHALL BE ACROSS PUBLIC AND PRIVATE LINES OUTSIDE OF FISERV’S CONTROL. SUCH ASP SERVICES MAY BE SUBJECT TO DELAYS OR UNAVAILABILITY DUE TO CONGESTION, OVERLOAD OR DOWNTIME ON PUBLIC CIRCUITS SUPPLIED BY THIRD PARTIES, AND FISERV MAKES NO REPRESENTATION OR WARRANTY ABOUT THE AVAILABILITY OF SUCH CIRCUITS. FISERV SHALL HAVE NO LIABILITY FOR ANY FAILURES, ACTS, OR OMISSIONS OF ANY SUCH THIRD PARTIES, INCLUDING WITHOUT LIMITATION ANY SUCH DELAYS OR UNAVAILABILITY OR ANY UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR DESTRUCTION OF CLIENT INFORMATION.

(vii) NOTWITHSTANDING THE FOREGOING AND IN ADDITION TO ANY OTHER DISCLAIMERS SET FORTH IN THE AGREEMENT, FISERV DOES NOT AND CANNOT MAKE ANY GUARANTEE OR REPRESENTATION THAT ANY FRAUD DETECTION-RELATED ASP SERVICES WILL IDENTIFY ALL OR EVERY POTENTIALLY FRAUDULENT TRANSACTION OR WILL NOT FALSELY IDENTIFY A TRANSACTION AS BEING POTENTIALLY FRAUDULENT. FISERV DISCLAIMS ANY AND ALL LIABILITY TO CLIENT AND ITS CUSTOMERS OR ANY OTHER THIRD PARTIES IN CONNECTION WITH ANY SUCH INCIDENTS, AND CLIENT EXPRESSLY ACKNOWLEDGES AND ACCEPTS SUCH RISKS ON BEHALF OF ITSELF AND ITS CUSTOMERS. Fiserv will only be expected to make reasonable efforts based on industry standards to identify potential fraud.

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

(viii) FISERV DOES NOT WARRANT THAT ALL NON-CONFORMITIES CAN BE CORRECTED. IN NO EVENT SHALL FISERV BE LIABLE FOR LOSS OF OR DAMAGE TO CLIENT’S DATA RESULTING FROM CLIENT’S USE OF THE SOFTWARE.

(b)By Client. Client represents and warrants that: (i) no contractual obligations exist that would prevent Client from entering into this Agreement; (ii) it has the requisite authority to execute, deliver, and perform its obligations under this Agreement; and (iii) it and its Authorized Users will comply with the relevant terms of this Agreement as well as all laws, rules, regulatory requirements and industry standards applicable to the receipt and use of Deliverables, including without limitation providing any required notice, privacy policies and other such information to its Authorized Users using a given Deliverable.

(c)THE WARRANTIES STATED ABOVE AND IN THE EXHIBITS, IF ANY, ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY THE PARTIES. FISERV DOES NOT REPRESENT THAT THE DELIVERABLES MEET THE NEEDS OF CLIENT’S INTENDED USE OF THE DELIVERABILES OR THAT THE OPERATION OF THE DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED THE DELIVERABLES AND THEIR APPLICATION TO CLIENT’S NEEDS. FISERV DISCLAIMS, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHER REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE. NOTWITHSTANDING THE FOREGOING, UNLESS EXPRESSLY SET FORTH HEREIN, FISERV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ON BEHALF OF ANY THIRD PARTY PROVIDER. FURTHERMORE, CLIENT MAY NOT MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ON BEHALF OF FISERV OR ANY OF ITS THIRD PARTY PROVIDERS TO ANY OF CLIENT’S AFFILIATE, AUTHORIZED USERS OR ANY OTHER THIRD PARTY WITHOUT FISERV’S PRIOR WRITTEN CONSENT.

(d)The terms of this Section 6 shall survive termination of the Agreement or any parts thereof

7.Limitation of Liability. FISERV’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT FOR LOSS OF GOODWILL, LOST PROFITS, LOST REVENUE OR OPPORTUNITY, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR TORT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE [CONFIDENTIAL TREATMENT REQUESTED] PRECEDING THE DATE THE CLAIM ACCRUED; PROVIDED THAT FISERV’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO [CONFIDENTIAL TREATMENT REQUESTED] PRECEDING THE DATE THE CLAIM ACCRUED (“AGGREGATE CAP”). IN NO EVENT WILL FISERV’S AGGREGATE LIBILITY FOR ANY AND ALL CLAIMS AND OBLIGATIONS RELATING TO THIS AGREEMENT EXCEED THE AGGREGATE CAP

Notwithstanding the foregoing, Fiserv’s aggregate liability for a default relating to Third Party Software or Equipment shall be limited to the amount paid by Client to Fiserv for the applicable Third Party Software or Equipment.

8.Term and Termination.

(a)Term. Except as set forth in the table below, this Agreement, Exhibits, and Schedules hereto shall be effective on the Effective Date and remain in effect until [CONFIDENTIAL TREATMENT REQUESTED] (the “InitialTerm”), unless otherwise terminated as provided herein. Unless written notice of non-renewal is provided by either party at least [CONFIDENTIAL TREATMENT REQUESTED] prior to expiration of the Initial Term or any renewal term, the Services shall automatically renew for additional term(s) [CONFIDENTIAL TREATMENT REQUESTED].

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Service or Software Subject to Section 11.(s)	Initial Term Expiration Date
Services that are the subject matter of the ACH Services Schedule	[CONFIDENTIAL TREATMENT REQUESTED]
Services that are the subject matter of the Secure Lending Services Schedule	[CONFIDENTIAL TREATMENT REQUESTED]
The UniFi Software licensed in the Loan Origination Software Schedule	[CONFIDENTIAL TREATMENT REQUESTED]
The Desktop Teller and Aperio Software licensed in the Signature Software Schedule	[CONFIDENTIAL TREATMENT REQUESTED]
Convergys as set forth in the Convergys Solution Schedule to the Equipment Exhibit,	[CONFIDENTIAL TREATMENT REQUESTED]
Services that are the subject matter of the ARP/SMS Services Schedule	[CONFIDENTIAL TREATMENT REQUESTED]
Services that are the subject matter of the [CONFIDENTIAL TREATMENT REQUESTED] Services Schedule	[CONFIDENTIAL TREATMENT REQUESTED]
Services that are the subject matter of the Investment Services AdVisorVision Schedule	[CONFIDENTIAL TREATMENT REQUESTED]
Services that are the subject matter of the Loan Complete Services Schedule	[CONFIDENTIAL TREATMENT REQUESTED]
Services that are the subject matter of the Weiland Financial Group Services Schedule	[CONFIDENTIAL TREATMENT REQUESTED]
The EnAct Software licensed in the EnAct Software Schedule	[CONFIDENTIAL TREATMENT REQUESTED]
The Software licensed in the [CONFIDENTIAL TREATMENT REQUESTED] Solution Software Schedule	[CONFIDENTIAL TREATMENT REQUESTED]
The Software licensed in the InformEnt Software Schedule	[CONFIDENTIAL TREATMENT REQUESTED]

(b)The term for Deliverables may be set forth in the applicable Exhibit or Schedule. An Exhibit or Schedule that does not state a term will be effective from its last date of execution until terminated in accordance with this Agreement or the Exhibit.

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

(c)Termination.

(i) Either party may, upon written notice to the other, terminate: (A) any Schedule if the other party materially breaches its obligations under that Schedule or under this Agreement with respect to that Schedule; or (B) this Agreement if the other party materially breaches its obligations with respect to the non-breaching party’s Information or other intellectual property; and the breaching party fails to cure such material breach within 90 days as to a breach under clause (A) and 10 days as to a breach under clause (B) following its receipt of written notice stating, with particularity and in reasonable detail, the nature of the claimed breach.

(ii) If any undisputed amount in any invoice remains unpaid by Client 30 days after due, Fiserv may, upon 45 days prior written notice to Client’s President and Client’s Chief Information Officer, terminate: (A) the Schedule and/or Client’s access to and use of Deliverables to which the payment failure relates; or (B) this Agreement if the [CONFIDENTIAL TREATMENT REQUESTED]. Any invoice submitted by Fiserv shall be deemed correct unless Client provides written notice to Fiserv within 30 days of the invoice date specifying the nature of any disagreement.

(iii) Client may terminate the individual Service / Schedule or the entire Agreement pursuant to [CONFIDENTIAL TREATMENT REQUESTED], and upon 90 days prior written notice to Fiserv.

(iv) Client may terminate any Schedule to this Agreement or this entire Agreement without cause, upon payment of a termination fee described in Section d. below, and upon 90 days prior written notice to Fiserv.

(v) Either party may, upon written notice to the other, terminate this Agreement if the other party commits an act of bankruptcy or becomes the subject of any proceeding under the Bankruptcy Code or becomes insolvent or if any substantial part of such party’s property becomes subject to any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency

(d)Consequence of Termination

(i) If Client terminates [CONFIDENTIAL TREATMENT REQUESTED], Client shall pay a termination fee determined by multiplying the average of the monthly invoices incurred by Client during the 12-month period preceding the effective date of termination, [CONFIDENTIAL TREATMENT REQUESTED], (or if no monthly invoice has been received, the estimated monthly billing for each Deliverable to be received thereunder) by the remaining term of the Schedule(s) or Agreement, as applicable, and multiplying the result by the Multiplier provided in Column A in the “Multiplier” table below.  If Client terminates [CONFIDENTIAL TREATMENT REQUESTED], Client shall pay a termination fee determined by (A) multiplying the average of the monthly invoices incurred by Client during the 12-month period preceding the effective date of termination, [CONFIDENTIAL TREATMENT REQUESTED], (or if no monthly invoice has been received, the estimated monthly billing for each Deliverable to be received hereunder) by the remaining term of the Agreement, as applicable, 2) subtracting any remaining flex credit which has not been taken previously as an invoice reduction,  and 3)  then multiplying the result by the Multiplier provided in Column A in the “Multiplier” table below.

(ii) If Client terminates [CONFIDENTIAL TREATMENT REQUESTED], Client shall pay a termination fee [CONFIDENTIAL TREATMENT REQUESTED]. 

[CONFIDENTIAL TREATMENT REQUESTED]

(iii) Defaults.  If Client:

A. fails to cure its material breach or its failure to pay amounts due, each as set forth in the Agreement;

B. deconverts any data or information from the Fiserv System either without Fiserv’s prior written consent or in violation of the Agreement; or

C. commits an act of bankruptcy or becomes the subject of any proceeding under the Bankruptcy Code or becomes insolvent or if any substantial part of Client’s property becomes subject to any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency,

then Fiserv may, upon written notice, terminate the Agreement and be entitled to recover from Client as an amount equal to the [CONFIDENTIAL TREATMENT REQUESTED] of the Agreement. For purposes of the preceding sentence, present value shall be computed using the “prime” rate (as published in The Wall Street Journal) in effect at the date of termination and [CONFIDENTIAL TREATMENT REQUESTED].

(iv) License. The termination of this Agreement or the Software Products Exhibit or any individual Schedule(s) thereto shall automatically, and without further action by Fiserv, terminate and extinguish the license(s) granted under the applicable Schedule and Fiserv’s obligation to provide the Maintenance Services with respect to such Software.

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Unless Client destroys all copies of the Software and provides written certification to Fiserv of said destruction within 10 days of receipt of written notice from Fiserv following termination of the applicable Schedule, Fiserv shall have the right to take immediate possession of the Software and all copies thereof wherever located without further notice or demand. In addition, upon termination for any reason other than Fiserv’s uncured material default pursuant to Section 8(b)(i) of the Agreement, all remaining Maintenance Fees through the end of the then current term of Maintenance Services for each Schedule or this Agreement, as applicable, shall be accelerated and multiplied by the applicable Multiplier % set forth in the table in Section ii. above, and Client shall pay all such accelerated fees to Fiserv pursuant to the payment terms set forth in the Agreement.

(e)Liquidated Damages. Client understands and agrees that Fiserv losses incurred as a result of any early termination would be difficult or impossible to calculate as of the effective date of termination since they will vary based on, among other things, the number of clients using the Fiserv System on the date the Agreement (or applicable part thereof) terminates. Accordingly, the amounts set forth in Sections 8.(d) above represent Client’s agreement to pay and Fiserv’s agreement to accept as liquidated damages (and not as a penalty) such amount for any such termination.

(f)Return of Client Files.  Upon expiration or termination of the Agreement or any Schedule to this Exhibit, Fiserv shall furnish to Client such copies of Client Files as Client may request in a Fiserv standard format, and shall provide such information and assistance as is reasonable and customary to enable Client to deconvert from the Fiserv System; provided, however, that Client authorizes Fiserv to retain Client Files until: (i) Fiserv is paid in full for all amounts due for all Services provided through the date such Client Files are returned to Client; (ii) Fiserv is paid its then standard rates for the services necessary to return such Client Files; (iii) if the Agreement or applicable Schedule is being terminated, Fiserv is paid any applicable termination fee pursuant to Section 8.(d)(i) or Section 8.(d)(ii) above.  Promptly following Fiserv’s final use of Client Files for processing, Fiserv and Client shall meet to discuss the disposition of the Client Files in Fiserv’s possession. Fiserv shall advise Client of the inventory of files in Fiserv’s possession relating to such final processing by Fiserv and Client shall advise Fiserv of its request to receive such Files or for Fiserv to destroy such files. Unless directed by Client in writing to the contrary, Fiserv shall be permitted to destroy Client Files any time after 30 days from the final use of Client Files for processing. Upon Client request following destruction of Client Files, Fiserv shall provide to Client a certification of such destruction within a reasonable time of such request.

(g)Miscellaneous. Client is responsible for the deinstallation and return shipping of any Fiserv-owned equipment located on Client’s premises

(h)Remedies. Remedies contained in this Section 8 are cumulative and are in addition to the other rights and remedies available to Fiserv under this Agreement, by law or otherwise.

9.Dispute Resolution.

(a)Informal. Before initiating legal action against the other party relating to a dispute herein, the parties agree to work in good faith to resolve disputes and claims arising out of this Agreement. To this end, either party may request that each party designate an officer or other management employee with authority to bind such party to meet to resolve the dispute or claim. If the dispute is not resolved within 30 days of the commencement of informal efforts under this paragraph, either party may pursue formal legal action. This paragraph will not apply if expiration of the applicable time for bringing an action is imminent and will not prohibit a party from pursuing injunctive or other equitable relief to which it may be entitled.

(b)Except with respect to disputes arising from a misappropriation or misuse of either party’s proprietary rights, any dispute or controversy arising out of this Agreement, or its interpretation, shall be submitted to and resolved exclusively by arbitration under the rules then prevailing of the JAMS arbitration organization, upon written notice of demand for arbitration by the party seeking arbitration, setting forth the specifics of the matter in controversy or the claim being made. The arbitration shall be heard before an arbitrator mutually agreeable to the parties; or, failing that, in accordance with the procedure described in Rule 15 of the JAMS Comprehensive Arbitration Rules and Procedures effective July 1, 2014, or its then-current analogue. The arbitrators will be selected from a panel of persons having experience with and knowledge of information technology and at least 1 of the arbitrators selected will be an attorney. Discovery shall not be permitted. A hearing on the merits of all claims for which arbitration is sought by either party shall be commenced not later than 60 days from the date demand for arbitration is made by the first party seeking arbitration. The arbitrator(s) must render a decision within 10 days after the conclusion of such hearing. Any award in such arbitration shall be final and binding upon the parties and the judgement thereon may be entered in any court of competent jurisdiction.

(c)Applicable Law. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1 – 16 and the Federal Rules of Evidence. The arbitrators shall apply the substantive law of the State of Pennsylvania, without reference to provisions relating to conflict of laws. The arbitrators shall not have the power to alter, modify, amend, add to, or subtract from any term or provision of this Agreement, nor to rule upon or grant any extension, renewal, or continuance of this Agreement. The arbitrators shall have the authority to grant any legal remedy available had the parties submitted the dispute to a judicial proceeding.

(d)Situs. If arbitration is required to resolve any disputes between the parties, the proceedings to resolve first such dispute shall be held in Lancaster, Pennsylvania, the proceedings to resolve the second such dispute shall be held in Milwaukee, Wisconsin, and the proceedings to resolve any subsequent disputes shall alternate between Milwaukee, Wisconsin and Lancaster, Pennsylvania.

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

(e)Affiliate Claims. All claims and disputes of either party’s Affiliate against the other party arising out of or related to the Agreement shall be made exclusively by, through and in the name of Fiserv or Client, as applicable.

10.Audit.

(a)Fiserv Operations and Security. Fiserv is regulated by the Federal Financial Institutions Examination Council (FFIEC) and is subject to certain examinations by FFIEC regulators and agencies. Client acknowledges and agrees that during the term of this Agreement and for a period of 1 year thereafter, reports of such examination of Fiserv business units are available to Client directly from the relevant FFIEC agencies. Fiserv employs an internal auditor responsible for reviewing the integrity of its processing environments and internal controls. Except as set forth otherwise in the Agreement, no further audit rights regarding Fiserv’s operations or security controls are granted by this Agreement.

(b)Regulator Request for Information. Fiserv shall provide, at no additional charge, through the Delivery Mechanism or as otherwise agreed, the necessary information reasonably requested by Client with respect to Fiserv or Fiserv’s Affiliates, including without limitation, each Affiliate’s business continuity, disaster recovery and security matrices or other plans or documentation, as necessary in order for Client to comply with Client’s regulators’ request. If Client requested information is not readily available or requires Fiserv to create or compile such information to fulfill Client’s request, the scope of such information shall be mutually agreed prior to Fiserv’s provision of such information, on a time and materials basis at the Current Rates.

(c)Billing Records. Upon Client’s reasonable request in writing no more frequently than once every 12 months, Fiserv shall provide Client with documentation supporting the amounts invoiced by Fiserv hereunder for the 12-month period preceding such Client request. If such documentation reveals the amounts paid to Fiserv exceed the amounts to which Fiserv is entitled and such amounts are independently verified, Fiserv shall promptly remit or otherwise credit to Client the amount of such overpayment. Conversely, if such documentation reveals the amounts paid to Fiserv are less than the amounts owed, Client shall promptly remit the amount of such underpayment. Invoices dated prior to the 12-month review period hereunder shall be deemed correct. Fiserv reserves the right to charge Client for any assistance required in connection with such an audit at Fiserv’s then-current rates, unless such audit reveals an overcharge of more than 10%, in which case such audit shall be at Fiserv’s expense.

(d)Operations Audits. Fiserv provides for periodic, independent audits of its operations, which shall include an annual SSAE 16 Type II audit for the following Services. Upon Client request Fiserv shall provide Client with a copy of such independent audit report(s) of the Fiserv service center(s) providing the Services within a reasonable time after its completion. Fiserv reserves the right to charge each client a fee for the annual SAS70 or SSAE-16 audit [CONFIDENTIAL TREATMENT REQUESTED]. If material deficiencies affecting the Services are noted in such audit report, Fiserv will develop and implement an action plan to address and resolve any such deficiencies within a commercially reasonable time, in any event, within the timeframe required by the applicable regulatory or governmental entity, at Fiserv’s expense.

[CONFIDENTIAL TREATMENT REQUESTED]

(e)Service Center Assessment. Once annually per Service, per location, Client may conduct a reasonable examination of Fiserv’s operations in relation to Fiserv’s performance of the Services (“Client Review”) as Client’s third party technology services provider (“TSP”), consistent with the FFIEC IT Examination Handbook and related guidelines, upon at least 30 days’ prior advance notice to Fiserv and subject to the following:

(i) The parties shall mutually agree in writing any applicable Professional Services fees and the scope of such Client Review, which will include:

A. on-site access to Fiserv’s facilities to conduct a tour and high level walk through of Fiserv operations and associated operational controls and control points in relation to Fiserv’s performance of the Services;

B. completion or review of Client’s annual security questionnaire(s) relating to the Services;

C. reasonable examination and discussion of the audit report(s) provided in Section (d) above

D. a management action plan to address any deficiencies identified in any relevant audit in a timely manner;

E. review of Fiserv’s Business Continuity Plan and/or Disaster Recovery Plans;

F. summaries of security scan results of network environment(s) in which Client’s data will reside; and

(ii) Fiserv and Client shall mutually reasonably agree on the commencement and completion times for each such Client Review; provided however, that such review shall take place within 30 days after Client’s request and shall be completed within 2 Business Days unless otherwise mutually agreed between the Parties.

(iii) The Client Review shall be conducted during normal business hours, and minimize disruption to business operations.

(iv) Client shall comply with all applicable facility and security rules and procedures provided to Client in advance in writing, while on Fiserv’s premises.

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

(v) For clarity, Fiserv shall not be required to permit Client to have access to any records, equipment or other documentation which contains Fiserv financial information or confidential information of any other Fiserv clients.

(f)Model Validation. In the event that Fiserv deploys a model as part of delivery of its Service which Fiserv agrees requires validation consistent with OCC Bulletin 2011-12 by Fiserv with regard to Fiserv’s use of such model, Fiserv will validate such model in accordance with the guidance in OCC Bulletin 2011-12 as it applies to a service provider. Client shall remain responsible for its own model validation in accordance with OCC Bulletin 2011-12, as it applies to a financial institution. Fiserv shall provide to Client at no additional charge, a copy of its model validation report(s) which are provided by Fiserv generally to its client base at no additional charge, within a reasonable time after its completion. [CONFIDENTIAL TREATMENT REQUESTED].

(g)Customer Complaints. In the event Fiserv interacts with Client customers in direct, two-way communication with such customers without Client involvement in the course of performing the Services (“Customer Communication”), currently with respect to the CashEdge Services, CheckFree Services, and Card Services as described in the applicable Schedule, then Fiserv will use commercially reasonable efforts to inform Client of (i) any actual written or oral expressions of dissatisfaction by Client’s customers about the Services or a Fiserv policy, procedure, process, practice or employee, including an allegation of wrongdoing by Fiserv that are directly received by Fiserv during such communications (“Complaints”), as well as (ii) Fiserv’s response to such customers regarding such Complaints. Fiserv shall make standard reports of Complaints and Fiserv’s responses available to Client upon Client request.

11.General.

(a)Fiserv’s Review of Regulatory / Industry.The Privacy Counsel and other members of the Fiserv Legal Department continually monitor new regulations and laws to assess their impact on Fiserv and Fiserv’s services to its clients, as well as the impact on Fiserv policies, standards, and practices. The Privacy Counsel sends a weekly summary of relevant regulatory developments to the members of the Fiserv Enterprise Risk & Compliance Committee. This committee is comprised of compliance and risk leaders and practitioners from across the Fiserv business units and operating entities who also monitor new regulations and laws relevant to their business units and functions, and meet at least monthly with the Privacy Counsel and key members of ERR to discuss relevant issues and devise compliance plans. [CONFIDENTIAL TREATMENT REQUESTED].

(b)[CONFIDENTIAL TREATMENT REQUESTED]:

(i) Fiserv acknowledges it is responsible to perform the following testing in Fiserv’s test environment for the following functionality additions to Services and Software, as applicable: [CONFIDENTIAL TREATMENT REQUESTED].

(ii) [CONFIDENTIAL TREATMENT REQUESTED]. 

(c)Binding Agreement; Assignment. This Agreement is binding upon the parties, their participating Affiliates, and their respective successors and permitted assigns. Except as otherwise provided for herein, neither this Agreement nor any part thereof or interest therein may be sold, assigned, transferred, novated, pledged, or otherwise disposed of by the other party, whether pursuant to change of control (which includes without limitation a direct or indirect change in the controlling interest a party, its parent company or its ultimate parent company or a sale of all or substantially all of a party’s assets), by operation of law or otherwise, without the other party’s prior written consent, which shall not be unreasonably withheld or unduly delayed. If the organization to which such a transfer by Client is proposed derives more than 5% of its gross revenues from providing service bureau, time share, computer software consulting services, computer software licensing, or computer hardware sales, Fiserv shall be under no obligation to consent to such transfer.

(d)Subcontract. Client agrees that Fiserv may assign all or part of this Agreement to an Affiliate and may subcontract any obligations to be performed hereunder; provided that as part of Fiserv’s vendor management, Fiserv shall have completed appropriate due diligence regarding such subcontractor prior to its engagement, Fiserv shall monitor the performance of its Affiliates and subcontractors, including conducting a risk assessment of each subcontractor, and provided further than any such subcontractors and Affiliates shall be required to comply with all applicable terms and conditions of this Agreement, and Fiserv shall remain primarily liable for the performance of any such subcontractors and Affiliates. Fiserv will also provide as described in Section 4.(a) of this Agreement, through the Delivery Mechanism, a list subcontractors that have access to Client PII where a ‘subcontractor’ means a third party vendor, provider or supplier to whom Fiserv contracts out a specific portion of the Deliverables provided to Client under this Agreement. Client will facilitate timely cooperation with Fiserv’s subcontractors, if any, in order for Fiserv to provide the Deliverables.

(e)Entire Agreement; Amendments. As of the Effective Date, this Agreement, including its Exhibits and Schedules, which are expressly incorporated herein by reference, constitutes the complete and exclusive statement of the agreement between the parties as to the subject matter hereof and supersedes all previous agreements with respect thereto and the terms of all existing or future purchase orders and acknowledgments. Each party hereby acknowledges that it has not been induced to enter into this Agreement by virtue of, and is not relying on, any representation made by the other party not embodied herein, any term sheets or other correspondence preceding the execution of this Agreement, or any prior course of dealing between the parties, including without limitation any statements concerning product or service usage or the financial condition of the parties. The protections of this Agreement shall apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Changes to this Agreement must be in writing and signed by duly authorized representatives of the parties.

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

(f)Severability. If any provision of this Agreement is held to be unenforceable or invalid, the other provisions shall continue in full force and effect.

(g)Governing Law; Jury Trial Waiver. This Agreement will be governed by the substantive laws of the State of Pennsylvania, without reference to provisions relating to conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Both parties agree to waive any right to have a jury participate in the resolution of any dispute or claim between the parties or any of their respective Affiliates arising under this Agreement.

(h)Force Majeure. With the exception of Client’s payment obligations, neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.

(i)Notices. Any written notice required or permitted to be given hereunder shall be given by: (i) Registered or Certified Mail, Return Receipt Requested, postage prepaid; (ii) confirmed facsimile; or (iii) nationally recognized overnight courier service to the other party at the addresses listed on page 1 or to such other address or person as a party may designate in writing. Any notice to Fiserv shall also include a copy to the following address: Fiserv, 255 Fiserv Drive, Brookfield, Wisconsin, 53045, ATTN: General Counsel. All such notices shall be effective upon receipt. Any notice to Client shall also include a copy to the following address: One Penn Square, PO Box 4887 Lancaster, PA 17604, ATTN: Chief Information Officer and a copy to the following address: One Penn Square, PO Box 4887 Lancaster, PA 17604, ATTN: General Counsel. All such notices shall be effective upon receipt.

(j)No Waiver. The failure of either party to insist on strict performance of any of the provisions hereunder shall not be construed as the waiver of any subsequent default of a similar nature.

(k)Prevailing Party. The prevailing party in any arbitration, suit, or action brought by one party against the other party to enforce the terms of this Agreement or any rights or obligations hereunder, shall be entitled to receive its reasonable costs, expenses, and attorneys’ fees of bringing such arbitration, suit, or action.

(l)Survival. All rights and obligations of the parties under this Agreement that, by their nature, do not terminate with the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

(m)Publicity. Client and Fiserv shall have the right to make general references about each other and the type of Deliverables being provided hereunder to third parties, such as auditors, regulators, financial analysts, and prospective customers and clients, provided that in so doing Client or Fiserv does not breach Section 3 of this Agreement. The parties may mutually agree to issue a press release regarding this Agreement, including its renewal and the addition of Deliverables, subject to the parties’ mutual agreement of the content of such press release and provided the party initiating such release gives the other party a reasonable opportunity to review, revise, and/or comment on the content thereof.

(n)Fiserv Marks. Except as authorized herein, Client will not use the name, trademark, service mark, logo or other identifying marks of Fiserv or any of its Affiliates in any sales, marketing, or publicity activities, materials, or Internet site display without the prior written consent of Fiserv. Any such authorized or approved use shall at all times comply with Fiserv’s Trademark Usage Guidelines (or similar terms) set forth on Fiserv’s corporate Internet site and other requirements issued by Fiserv.

(o)Client Marks. For those Deliverables which require Fiserv to brand or otherwise identify Client, including without limitation any ASP Services which involve the creation of a Web site to be used in connection with Client’s Web site, Client will provide to Fiserv any of Client’s trademarks, trade names, service marks, service names, Third Party links, information, specifications, materials, designs, logos, copy or other such works, marks or content (“Client Content”) that Client desires Fiserv to use in providing such ASP Services and Client hereby grants to Fiserv, and its Affiliates and/or third party providers, as applicable, a non-exclusive, non-assignable right to use during the term of this Agreement the Client Content in connection with the Deliverables or for the purposes otherwise specified in the Agreement.

(p)Independent Contractors. Client and Fiserv (and their Affiliates and any subcontractors) expressly agree they are acting as independent contractors and under no circumstances shall any of the employees of one party be deemed the employees of the other party (or their Affiliates or any subcontractors) for any purpose. Except as expressly authorized herein or in the Exhibits, this Agreement shall not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other. Unless expressly set forth in an Exhibit, nothing in this Agreement shall establish or imply on the part of Fiserv or any of its Affiliates, employees, subcontractors or third party providers or subcontractors any fiduciary relationship with or any fiduciary duty to Client or any person or entity affiliated with Client, including without limitation any employees, Authorized Users, customers, prospective customers, agents, contractors or subcontractors of Client or its Affiliates.

(q)No Legal Advice. Client expressly acknowledges and agrees that any information or materials, written or oral, provided by Fiserv to Client or Client’s Affiliates, Authorized Users, employees, Customers or other agents, including without limitation any sample agreement terms, do not constitute legal advice and that such information and materials are provided solely in connection to assisting Client in understanding Fiserv’s expectations in complying with the relevant terms of the Agreement.

[CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

(r)No Third Party Beneficiaries. Except as expressly set forth in any Exhibit hereto, no third party shall be deemed to be an intended or unintended third party beneficiary of this Agreement.

(s)Exclusivity.  Client agrees that Fiserv shall be the sole and exclusive provider of the Deliverables that are the subject matter of the Schedules to this Agreement and as more fully defined in the Fiserv documentation supporting such Deliverables [CONFIDENTIAL TREATMENT REQUESTED].   If Client is acquired by another entity, this Exclusivity Restriction will apply to the acquiring entity with respect to the level or volume or monthly fees applicable to the Exclusive Deliverables immediately prior to such acquisition, continuing until any termination or expiration of this Agreement. However, in the event Client is acquired by another entity, this Agreement may be terminated subject to any applicable termination fee for such Services pursuant to Section 8.(d).

(t)Conflicts. Unless the given term expressly states that it applies notwithstanding the terms of the Agreement or Exhibit, as applicable: (i) if the terms of any Exhibit or Schedule directly conflict with the terms of this Agreement, this Agreement shall control; and (ii) if the terms of any Schedule directly conflict with the terms of the related Exhibit, the Exhibit shall control.

(u)Counterparts. This Agreement and any Exhibits hereto may be executed in counterparts, each of which shall be deemed an original and which shall together constitute one instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

For Fulton Financial Corporation and on behalf of         For Fiserv:

each of Client Affiliates                    Fiserv Solutions, LLC

By:    By:

Name:    Name:

Title:    Title:    Authorized Signatory            

EX-31.1

Exhibit 31.1 – Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, E. Philip Wenger, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fulton Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 4, 2016
	/s/ E. Philip Wenger
	E. Philip Wenger
	Chairman, Chief Executive Officer and President

EX-31.2

Exhibit 31.2 – Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Patrick S. Barrett, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fulton Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 4, 2016
	/s/ Patrick S. Barrett
	Patrick S. Barrett
	Senior Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1 - Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, E. Philip Wenger, Chief Executive Officer of Fulton Financial Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, certify that:

The Form 10-Q of Fulton Financial Corporation, containing the consolidated financial statements for the quarter ended September 30, 2016, fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Fulton Financial Corporation.

Date:	November 4, 2016
	/s/ E. Philip Wenger
	E. Philip Wenger
	Chairman, Chief Executive Officer and President

EX-32.2

Exhibit 32.2 - Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Patrick S. Barrett, Chief Financial Officer of Fulton Financial Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, certify that:

The Form 10-Q of Fulton Financial Corporation, containing the consolidated financial statements for the quarter ended September 30, 2016, fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Fulton Financial Corporation.

Date:	November 4, 2016
	/s/ Patrick S. Barrett
	Patrick S. Barrett
	Senior Executive Vice President and
	Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 28, 2016
Document and Entity Information
Entity Registrant Name	FULTON FINANCIAL CORP
Entity Central Index Key	0000700564
Trading Symbol	fult
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		173,271,000

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
ASSETS
Cash and due from banks	$ 86,497	$ 101,120
Interest-bearing deposits with other banks	368,031	230,300
Federal Reserve Bank and Federal Home Loan Bank stock	60,935	62,216
Loans held for sale	27,836	16,886
Available for sale investment securities	2,508,068	2,484,773
Loans, net of unearned income	14,391,238	13,838,602
Less: Allowance for loan losses	(162,526)	(169,054)
Net Loans	14,228,712	13,669,548
Premises and equipment	228,009	225,535
Accrued interest receivable	43,600	42,767
Goodwill and intangible assets	531,556	531,556
Other assets	617,818	550,017
Total Assets	18,701,062	17,914,718
LIABILITIES
Noninterest-bearing	4,210,099	3,948,114
Interest-bearing	10,742,380	10,184,203
Total Deposits	14,952,479	14,132,317
Short-term borrowings:
Federal funds purchased	8,444	197,235
Other short-term borrowings	255,598	300,428
Total Short-Term Borrowings	264,042	497,663
Accrued interest payable	13,645	10,724
Other liabilities	376,174	282,578
Federal Home Loan Bank advances and long-term debt	965,286	949,542
Total Liabilities	16,571,626	15,872,824
SHAREHOLDERS’ EQUITY
Common stock, $2.50 par value, 600 million shares authorized, 219.1 million shares issued in 2016 and 218.9 million shares issued in 2015	547,735	547,141
Additional paid-in capital	1,457,597	1,450,690
Retained earnings	710,833	641,588
Accumulated other comprehensive income (loss)	4,491	(22,017)
Treasury stock, at cost, 45.9 million shares in 2016 and 44.7 million shares in 2015	(591,220)	(575,508)
Total Shareholders’ Equity	2,129,436	2,041,894
Total Liabilities and Shareholders’ Equity	$ 18,701,062	$ 17,914,718

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 2.5	$ 2.5
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares issued (in shares)	219,100,000	218,900,000
Treasury stock, shares (in shares)	45,900,000	44,700,000

XML

Consolidated Statements of Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
INTEREST INCOME
Loans, including fees	$ 136,639	$ 131,804	$ 405,361	$ 391,491
Investment securities:
Taxable	10,874	11,252	34,036	33,478
Tax-exempt	2,550	1,904	6,910	5,872
Dividends	143	190	438	834
Loans held for sale	210	194	529	632
Other interest income	1,052	884	2,814	3,922
Total Interest Income	151,468	146,228	450,088	436,229
INTEREST EXPENSE
Deposits	11,311	10,217	32,925	30,093
Short-term borrowings	254	92	739	272
Long-term debt	9,338	10,225	27,889	33,669
Total Interest Expense	20,903	20,534	61,553	64,034
Net Interest Income	130,565	125,694	388,535	372,195
Provision for credit losses	4,141	1,000	8,182	(500)
Net Interest Income After Provision for Credit Losses	126,424	124,694	380,353	372,695
NON-INTEREST INCOME
Other service charges and fees	14,407	10,965	38,140	31,316
Service charges on deposit accounts	13,078	12,982	38,532	37,188
Investment management and trust services	11,425	11,237	33,660	33,137
Mortgage banking income	4,529	3,864	12,456	13,891
Investment securities gains, net	2	1,730	1,025	8,290
Other	4,708	3,996	13,610	12,178
Total Non-Interest Income	48,149	44,774	137,423	136,000
NON-INTEREST EXPENSE
Salaries and employee benefits	70,696	65,308	210,097	195,365
Net occupancy expense	11,782	10,710	35,813	36,211
Other outside services	5,783	7,373	17,347	21,248
Data processing	4,610	5,105	15,486	14,767
Software	4,117	3,984	11,991	10,678
Equipment expense	3,137	3,595	9,380	10,888
Supplies and postage	2,559	2,708	7,844	7,803
Professional fees	2,535	2,828	8,221	8,430
FDIC insurance expense	1,791	2,867	7,700	8,574
Marketing	1,774	2,102	5,314	5,570
Telecommunications	1,411	1,587	4,358	4,920
Other real estate owned and repossession expense	742	1,016	1,745	2,507
Operating risk loss	556	1,136	2,082	2,637
Loss on redemption of trust preferred securities	0	5,626	0	5,626
Intangible amortization	0	5	0	241
Other	8,355	8,939	24,520	26,256
Total Non-Interest Expense	119,848	124,889	361,898	361,721
Income Before Income Taxes	54,725	44,579	155,878	146,974
Income taxes	13,257	10,328	36,403	36,007
Net Income	$ 41,468	$ 34,251	$ 119,475	$ 110,967
PER SHARE:
Net Income (Basic) (in dollars per share)	$ 0.24	$ 0.20	$ 0.69	$ 0.63
Net Income (Diluted) (in dollars per share)	0.24	0.20	0.69	0.63
Cash Dividends (in dollars per share)	$ 0.10	$ 0.09	$ 0.29	$ 0.27

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Net Income	$ 41,468	$ 34,251	$ 119,475	$ 110,967
Other Comprehensive Income (Loss), net of tax:
Unrealized (loss) gain on securities	(3,580)	7,857	26,285	5,841
Reclassification adjustment for securities gains included in net income	(1)	(1,124)	(666)	(5,388)
Reclassification adjustment for loss on derivative financial instruments included in net income	0	(2,456)	0	(2,456)
Non-credit related unrealized gain on other-than-temporarily impaired debt securities	0	0	0	125
Amortization of unrealized loss on derivative financial instruments	4	3	12	71
Amortization of net unrecognized pension and postretirement items	379	466	877	1,398
Other Comprehensive (Loss) Income	(3,198)	9,658	26,508	4,503
Total Comprehensive Income	$ 38,270	$ 43,909	$ 145,983	$ 115,470

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Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Share Repurchase Program [Member]	Accelerated Stock Repurchase Program [Member]	Common Stock [Member]	Common Stock [Member] Share Repurchase Program [Member]	Common Stock [Member] Accelerated Stock Repurchase Program [Member]	Additional Paid-In Capital [Member]	Additional Paid-In Capital [Member] Accelerated Stock Repurchase Program [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income [Member]	Treasury Stock [Member]	Treasury Stock [Member] Share Repurchase Program [Member]	Treasury Stock [Member] Accelerated Stock Repurchase Program [Member]
Beginning Balance at Dec. 31, 2014	$ 1,996,665			$ 545,555			$ 1,420,523		$ 558,810	$ (17,722)	$ (510,501)
Beginning Balance (in shares) at Dec. 31, 2014				178,924
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	110,967								110,967
Other comprehensive income	4,503									4,503
Stock issued, including related tax benefits	6,938			$ 889			2,675				3,374
Stock issued, including related tax benefits (in shares)				613
Stock-based compensation awards	4,371						4,371
Acquisition of treasury stock (in shares)				(3,976)		(1,790)
Acquisition of treasury stock	(50,000)		$ 0					$ 20,000			(50,000)		$ (20,000)
Common stock cash dividends	(47,540)								(47,540)
Ending Balance at Sep. 30, 2015	2,025,904			$ 546,444			1,447,569		622,237	(13,219)	(577,127)
Ending Balance (in shares) at Sep. 30, 2015				173,771
Beginning Balance at Dec. 31, 2015	2,041,894			$ 547,141			1,450,690		641,588	(22,017)	(575,508)
Beginning Balance (in shares) at Dec. 31, 2015				174,176
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	119,475								119,475
Other comprehensive income	26,508									26,508
Stock issued, including related tax benefits	5,526			$ 594			2,099				2,833
Stock issued, including related tax benefits (in shares)				454
Stock-based compensation awards	4,808						4,808
Acquisition of treasury stock (in shares)					(1,486)
Acquisition of treasury stock		$ (18,545)										$ (18,545)
Common stock cash dividends	(50,230)								(50,230)
Ending Balance at Sep. 30, 2016	$ 2,129,436			$ 547,735			$ 1,457,597		$ 710,833	$ 4,491	$ (591,220)
Ending Balance (in shares) at Sep. 30, 2016				173,144

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Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Stockholders' Equity [Abstract]
Cash dividends per share	$ 0.10	$ 0.09	$ 0.29	$ 0.27

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$ 119,475	$ 110,967
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	8,182	(500)
Depreciation and amortization of premises and equipment	20,547	20,302
Net amortization of investment securities premiums	7,434	5,369
Investment securities gains, net	(1,025)	(8,290)
Gain on sales of mortgage loans held for sale	(11,967)	(10,588)
Proceeds from sales of mortgage loans held for sale	493,457	599,557
Originations of mortgage loans held for sale	(492,440)	(598,384)
Amortization of intangible assets	0	241
Amortization of issuance costs on long-term debt	347	432
Stock-based compensation	4,808	4,371
Excess tax benefits from stock-based compensation	(58)	(86)
Loss on redemption of trust preferred securities	0	5,626
Increase in accrued interest receivable	(833)	(1,028)
Increase in other assets	(9,075)	(10,926)
Increase (decrease) in accrued interest payable	2,921	(3,318)
Increase in other liabilities	2,061	21,604
Total adjustments	24,359	24,382
Net cash provided by operating activities	143,834	135,349
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale	84,978	29,309
Proceeds from principal repayments and maturities of securities available for sale	426,932	317,813
Purchase of securities available for sale	(484,164)	(444,111)
Increase in short-term investments	(136,450)	(156,837)
Net increase in loans	(567,061)	(440,681)
Net purchases of premises and equipment	(23,021)	(19,980)
Net cash used in investing activities	(698,786)	(714,487)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand and savings deposits	880,795	852,611
Net decrease in time deposits	(60,633)	(135,723)
(Decrease) increase in short-term borrowings	(233,621)	101,912
Additions to long-term debt	16,000	347,778
Repayments of long-term debt	(603)	(510,038)
Net proceeds from issuance of common stock	5,468	6,852
Excess tax benefits from stock-based compensation	58	86
Dividends paid	(48,590)	(46,239)
Acquisition of treasury stock	(18,545)	(50,000)
Net cash provided by financing activities	540,329	567,239
Net Decrease in Cash and Due From Banks	(14,623)	(11,899)
Cash and Due From Banks at Beginning of Period	101,120	105,702
Cash and Due From Banks at End of Period	86,497	93,803
Cash paid during the period for:
Interest	58,632	67,352
Income taxes	$ 9,404	$ 9,168

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Basis of Presentation

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements of Fulton Financial Corporation (the "Corporation") have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as revenues and expenses during the period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The Corporation evaluates subsequent events through the date of filing of this Form 10-Q with the Securities and Exchange Commission ("SEC").

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASC Update 2014-09, "Revenue from Contracts with Customers." This standards update establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle prescribed by this standards update is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard applies to all contracts with customers, except those that are within the scope of other topics in the FASB ASC. The standard also requires significantly expanded disclosures about revenue recognition. During 2016, the FASB issued amendments to this standard (ASC Updates 2016-08, 2016-10, 2016-11 and 2016-12). These amendments provide further clarification to the standard. For public business entities, ASC Update 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. Early application is not permitted. For the Corporation, this standards update is effective with its March 31, 2018 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2014-09 on its consolidated financial statements.

In January 2016, the FASB issued ASC Update 2016-01, "Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." ASC Update 2016-01 provides guidance regarding the income statement impact of equity investments held by an entity and the recognition of changes in fair value of financial liabilities when the fair value option is elected. ASC Update 2016-01 is effective for public business entities' annual and interim reporting periods beginning after December 15, 2017, with earlier adoption permitted.The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2016-01 to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASC Update 2016-02, "Leases." This standards update states that a lessee should recognize the assets and liabilities that arise from all leases with a term greater than 12 months. The core principle requires the lessee to recognize a liability to make lease payments and a "right-of-use" asset. The accounting applied by the lessor is relatively unchanged.The standards update also requires expanded qualitative and quantitative disclosures. For public business entities, ASC Update 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. ASC Update 2016-02 mandates a modified retrospective transition for all entities. Early application is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2019 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-02 on its consolidated financial statements.

In March 2016, the FASB issued ASC Update 2016-09, "Stock Compensation: Improvements to Employee Share-Based Payment Accounting." The purpose of this standards update is to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liability, and classification on the statement of cash flows. ASC Update 2016-09 is effective for interim and annual reporting periods beginning after December 15, 2016. Early application is permitted. For the Corporation, this standards update is effective with its March 31, 2017 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-09 on its consolidated financial statements and does not expect the adoption of ASC Update 2016-09 to have a material impact on its consolidated financial statements.

In June 2016, the FASB issued ASC Update 2016-13, "Financial Instruments - Credit Losses." The new impairment model prescribed by this standards update is a single impairment model for all financial assets (i.e., loans and investments). The recognition of credit losses would be based on an entity’s current estimate of expected losses (referred to as the Current Expected Credit Loss model, or "CECL"), as opposed to recognition of losses only when they are probable (current practice). ASC Update 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2020 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-13 on its consolidated financial statements.

In August 2016, the FASB issued ASC Update 2016-15, "Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments." This standards update provides guidance regarding the presentation of certain cash receipts and cash payments in the statement of cash flows, addressing eight specific cash flow classification issues, in order to reduce existing diversity in practice. ASC Update 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2016-15 to have a material impact on its consolidated financial statements.

Reclassifications

Certain amounts in the 2015 consolidated financial statements and notes have been reclassified to conform to the 2016 presentation.

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Net Income Per Share

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Net Income Per Share

Net Income Per Share

Basic net income per share is calculated as net income divided by the weighted average number of shares outstanding. Diluted net income per share is calculated as net income divided by the weighted average number of shares outstanding plus the incremental number of shares added as a result of converting common stock equivalents, calculated using the treasury stock method. The Corporation’s common stock equivalents consist of outstanding stock options, restricted stock, restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs"). PSUs are required to be included in weighted average shares outstanding if performance measures, as defined in each PSU award agreement, are met as of the end of the period.

A reconciliation of weighted average shares outstanding used to calculate basic net income per share and diluted net income per share follows:

	Three months ended September 30		Nine months ended September 30
	2016	2015	2016	2015
	(in thousands)
Weighted average shares outstanding (basic)	173,020	174,338	173,248	176,399
Impact of common stock equivalents	1,044	1,004	1,017	1,029
Weighted average shares outstanding (diluted)	174,064	175,342	174,265	177,428

For the three and nine months ended September 30, 2016, 447,000 and 712,000 stock options, respectively, were excluded from the diluted net income per share computation as their effect would have been anti-dilutive. For the three and nine months ended September 30, 2015, 1.5 million and 1.8 million stock options, respectively, were excluded from the diluted net income per share computation as their effect would have been anti-dilutive.

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Accumulated Other Comprehensive Income

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

The following table presents changes in other comprehensive income:

	Before-Tax Amount			Tax Effect			Net of Tax Amount
	(in thousands)
Three months ended September 30, 2016
Unrealized loss on securities	$	(5,505	)	$	1,925		$	(3,580	)
Reclassification adjustment for securities gains included in net income (1)	(2		)	1			(1		)
Amortization of unrealized loss on derivative financial instruments (2)	6			(2		)	4
Amortization of net unrecognized pension and postretirement items (3)	583			(204		)	379
Total Other Comprehensive Loss	$	(4,918	)	$	1,720		$	(3,198	)
Three months ended September 30, 2015
Unrealized gain on securities	$	12,088		$	(4,231	)	$	7,857
Reclassification adjustment for securities gains included in net income (1)	(1,730		)	606			(1,124		)
Reclassification adjustment for loss on derivative financial instruments included in net income (2)	3,778			(1,322		)	2,456
Amortization of unrealized loss on derivative financial instruments(2)	5			(2		)	3
Amortization of net unrecognized pension and postretirement items (3)	717			(251		)	466
Total Other Comprehensive Income	$	14,858		$	(5,200	)	$	9,658
Nine months ended September 30, 2016
Unrealized gain on securities	$	40,441		$	(14,156	)	$	26,285
Reclassification adjustment for securities gains included in net income (1)	(1,025		)	359			(666		)
Amortization of unrealized loss on derivative financial instruments (2)	18			(6		)	12
Amortization of net unrecognized pension and postretirement items (3)	1,349			(472		)	877
Total Other Comprehensive Income	$	40,783		$	(14,275	)	$	26,508
Nine months ended September 30, 2015
Unrealized gain on securities	$	8,987		$	(3,146	)	$	5,841
Reclassification adjustment for securities gains included in net income (1)	(8,290		)	2,902			(5,388		)
Reclassification adjustment for loss on derivative financial instruments included in net income (2)	3,778			(1,322		)	2,456
Non-credit related unrealized gains on other-than-temporarily impaired debt securities	192			(67		)	125
Amortization of unrealized loss on derivative financial instruments (2)	110			(39		)	71
Amortization of net unrecognized pension and postretirement items (3)	2,151			(753		)	1,398
Total Other Comprehensive Income	$	6,928		$	(2,425	)	$	4,503

(1) Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Investment securities gains, net" on the consolidated statements of income. See Note 4, "Investment Securities," for additional details.

(2) Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Interest expense" on the consolidated statements of income.

(3) Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Salaries and employee benefits" on the consolidated statements of income. See Note 8, "Employee Benefit Plans," for additional details.

The following table presents changes in each component of accumulated other comprehensive income, net of tax:

	Unrealized Gains (Losses) on Investment Securities Not Other-Than-Temporarily Impaired			Unrealized Non-Credit Gains (Losses) on Other-Than-Temporarily Impaired Debt Securities			Unrealized Effective Portions of Losses on Forward-Starting Interest Rate Swaps			Unrecognized Pension and Postretirement Plan Income (Costs)			Total
	(in thousands)
Three months ended September 30, 2016
Balance at June 30, 2016	$	22,701		$	458		$	(7	)	$	(15,463	)	$	7,689
Other comprehensive loss before reclassifications	(3,580		)	—			—			—			(3,580		)
Amounts reclassified from accumulated other comprehensive income (loss)	(1		)	—			4			379			382
Balance at September 30, 2016	$	19,120		$	458		$	(3	)	$	(15,084	)	$	4,491
Three months ended September 30, 2015
Balance at June 30, 2015	$	830		$	344		$	(2,478	)	$	(21,573	)	$	(22,877	)
Other comprehensive income before reclassifications	7,857			—			—			—			7,857
Amounts reclassified from accumulated other comprehensive income (loss)	(1,124		)	—			3			466			(655		)
Reclassification adjustment for loss on derivative financial instruments included in net income	—			—			2,456			—			2,456
Balance at September 30, 2015	$	7,563		$	344		$	(19	)	$	(21,107	)	$	(13,219	)
Nine months ended September 30, 2016
Balance at December 31, 2015	$	(6,499	)	$	458		$	(15	)	$	(15,961	)	$	(22,017	)
Other comprehensive income before reclassifications	26,285			—			—			—			26,285
Amounts reclassified from accumulated other comprehensive income (loss)	(666		)	—			12			877			223
Balance at September 30, 2016	$	19,120		$	458		$	(3	)	$	(15,084	)	$	4,491
Nine months ended September 30, 2015
Balance at December 31, 2014	$	5,980		$	1,349		$	(2,546	)	$	(22,505	)	$	(17,722	)
Other comprehensive income before reclassifications	5,841			125			—			—			5,966
Amounts reclassified from accumulated other comprehensive income (loss)	(4,258		)	(1,130		)	71			1,398			(3,919		)
Reclassification adjustment for loss on derivative financial instruments included in net income	—			—			2,456			—			2,456
Balance at September 30, 2015	$	7,563		$	344		$	(19	)	$	(21,107	)	$	(13,219	)

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Investment Securities

9 Months Ended

Sep. 30, 2016

Investments, Debt and Equity Securities [Abstract]

Investment Securities

Investment Securities

The following table presents the amortized cost and estimated fair values of investment securities, which were all classified as available for sale:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)
September 30, 2016
U.S. Government sponsored agency securities	$	137	$	3	$	—		$	140
State and municipal securities	394,162		8,145		(735		)	401,572
Corporate debt securities	109,495		3,096		(5,350		)	107,241
Collateralized mortgage obligations	651,060		4,070		(2,771		)	652,359
Mortgage-backed securities	1,201,771		24,790		(14		)	1,226,547
Auction rate securities	107,107		—		(9,381		)	97,726
Total debt securities	2,463,732		40,104		(18,251		)	2,485,585
Equity securities	14,206		8,277		—			22,483
Total	$	2,477,938	$	48,381	$	(18,251	)	$	2,508,068

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)
December 31, 2015
U.S. Government sponsored agency securities	$	25,154	$	35	$	(53	)	$	25,136
State and municipal securities	256,746		6,019		—			262,765
Corporate debt securities	100,336		2,695		(6,076		)	96,955
Collateralized mortgage obligations	835,439		3,042		(16,972		)	821,509
Mortgage-backed securities	1,154,935		10,104		(6,204		)	1,158,835
Auction rate securities	106,772		—		(8,713		)	98,059
Total debt securities	2,479,382		21,895		(38,018		)	2,463,259
Equity securities	14,677		6,845		(8		)	21,514
Total	$	2,494,059	$	28,740	$	(38,026	)	$	2,484,773

Securities carried at $1.8 billion as of September 30, 2016 and $1.7 billion as of December 31, 2015 were pledged as collateral to secure public and trust deposits and customer repurchase agreements.

Equity securities include common stocks of financial institutions (estimated fair value of $21.6 million at September 30, 2016 and $20.6 million at December 31, 2015) and other equity investments (estimated fair value of $901,000 at September 30, 2016 and $914,000 at December 31, 2015).

As of September 30, 2016, the financial institutions stock portfolio had a cost basis of $13.4 million and an estimated fair value of $21.6 million, including an investment in a single financial institution with a cost basis of $7.4 million and an estimated fair value of $11.4 million. The estimated fair value of this investment accounted for 52.7% of the estimated fair value of the Corporation's investments in the common stocks of publicly traded financial institutions. No other investment in a single financial institution in the financial institutions stock portfolio exceeded 10% of the portfolio's estimated fair value.

The amortized cost and estimated fair values of debt securities as of September 30, 2016, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities as certain investment securities are subject to call or prepayment with or without call or prepayment penalties.

		Amortized Cost		Estimated Fair Value
	(in thousands)
Due in one year or less		$	50,521	$	51,020
Due from one year to five years		34,278		35,356
Due from five years to ten years		96,172		99,187
Due after ten years		429,930		421,116
		610,901		606,679
Collateralized mortgage obligations		651,060		652,359
Mortgage-backed securities		1,201,771		1,226,547
Total debt securities		$	2,463,732	$	2,485,585

The following table presents information related to the gross realized gains and losses on the sales of equity and debt securities:

	Gross Realized Gains		Gross Realized Losses			Net Gains (Losses)
Three months ended September 30, 2016	(in thousands)
Equity securities	$	2	$	—		$	2
Debt securities	—		—			—
Total	$	2	$	—		$	2
Three months ended September 30, 2015
Equity securities	$	1,730	$	—		$	1,730
Debt securities	—		—			—
Total	$	1,730	$	—		$	1,730
Nine months ended September 30, 2016
Equity securities	$	739	$	(10	)	$	729
Debt securities	322		(26		)	296
Total	$	1,061	$	(36	)	$	1,025
Nine months ended September 30, 2015
Equity securities	$	5,990	$	—		$	5,990
Debt securities	2,300		—			2,300
Total	$	8,290	$	—		$	8,290

The following table presents a summary of the cumulative credit related other-than-temporary impairment charges, recognized as components of earnings, for debt securities held by the Corporation at September 30, 2016 and 2015:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Balance of cumulative credit losses on debt securities, beginning of period	$	(11,510	)	$	(11,510	)	$	(11,510	)	$	(16,242	)
Reductions for securities sold during the period	—			—			—			4,730
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security	—			—			—			2
Balance of cumulative credit losses on debt securities, end of period	$	(11,510	)	$	(11,510	)	$	(11,510	)	$	(11,510	)

The following table presents the gross unrealized losses and estimated fair values of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2016:

	Less than 12 months					12 months or longer					Total
	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
	(in thousands)
State and municipal securities	$	91,790	$	(735	)	$	—	$	—		$	91,790	$	(735	)
Corporate debt securities	4,000		(35		)	33,766		(5,315		)	37,766		(5,350		)
Collateralized mortgage obligations	124,739		(376		)	266,062		(2,395		)	390,801		(2,771		)
Mortgage-backed securities	6,171		(14		)	—		—			6,171		(14		)
Auction rate securities	—		—			97,726		(9,381		)	97,726		(9,381		)
Total debt securities	226,700		(1,160		)	397,554		(17,091		)	624,254		(18,251		)
Equity securities	—		—			—		—			—		—
Total	$	226,700	$	(1,160	)	$	397,554	$	(17,091	)	$	624,254	$	(18,251	)

The decline in market value of these securities is attributable to changes in interest rates and not credit quality, and the Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, therefore the Corporation does not consider these investments to be other-than-temporarily impaired as of September 30, 2016.

As of September 30, 2016, all of the auction rate securities (auction rate certificates, or "ARCs"), were rated above investment grade. All of the loans underlying the ARCs have principal payments which are guaranteed by the federal government. As of September 30, 2016, all ARCs were current and making scheduled interest payments. Based on management’s evaluations, ARCs with an estimated fair value of $97.7 million were not subject to any other-than-temporary impairment charges as of September 30, 2016. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

For its investments in equity securities, particularly its investments in stocks of financial institutions, management evaluates the near-term prospects of the issuers in relation to the severity and duration of the impairment. Based on that evaluation and the Corporation’s ability and intent to hold those investments for a reasonable period of time sufficient for a recovery of fair value, the Corporation does not consider those investments with unrealized holding losses as of September 30, 2016 to be other-than-temporarily impaired.

The majority of the Corporation's available for sale corporate debt securities are issued by financial institutions. The following table presents the amortized cost and estimated fair value of corporate debt securities:

	September 30, 2016				December 31, 2015
	Amortized cost		Estimated fair value		Amortized cost		Estimated fair value
	(in thousands)
Single-issuer trust preferred securities	$	43,720	$	39,253	$	44,648	$	39,106
Subordinated debt	43,715		44,660		39,610		40,779
Senior debt	18,039		18,601		12,043		12,329
Pooled trust preferred securities	—		706		—		706
Corporate debt securities issued by financial institutions	105,474		103,220		96,301		92,920
Other corporate debt securities	4,021		4,021		4,035		4,035
Available for sale corporate debt securities	$	109,495	$	107,241	$	100,336	$	96,955

Single-issuer trust preferred securities had an unrealized loss of $4.5 million at September 30, 2016. Six of the 19 single-issuer trust preferred securities, with an amortized cost of $11.5 million and an estimated fair value of $10.1 million at September 30, 2016, were rated below investment grade by at least one ratings agency. All of the single-issuer trust preferred securities rated below investment grade were rated "BB" and "Ba". Two single-issuer trust preferred securities with an amortized cost of $3.7 million and an estimated fair value of $2.4 million at September 30, 2016 were not rated by any ratings agency.

Based on management’s evaluations, corporate debt securities with a fair value of $107.2 million were not subject to any other-than-temporary impairment charges as of September 30, 2016. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

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Loans and Allowance for Credit Losses

9 Months Ended

Sep. 30, 2016

Receivables [Abstract]

Loans and Allowance for Credit Losses

Loans and Allowance for Credit Losses

Loans, Net of Unearned Income

Loans, net of unearned income are summarized as follows:

	September 30, 2016			December 31, 2015
	(in thousands)
Real-estate - commercial mortgage	$	5,818,915		$	5,462,330
Commercial - industrial, financial and agricultural	4,024,119			4,088,962
Real-estate - home equity	1,640,421			1,684,439
Real-estate - residential mortgage	1,542,696			1,376,160
Real-estate - construction	861,634			799,988
Consumer	283,673			268,588
Leasing and other	235,793			170,914
Overdrafts	2,320			2,737
Loans, gross of unearned income	14,409,571			13,854,118
Unearned income	(18,333		)	(15,516		)
Loans, net of unearned income	$	14,391,238		$	13,838,602

Allowance for Credit Losses

The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses represents management’s estimate of incurred losses in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The reserve for unfunded lending commitments represents management’s estimate of incurred losses in its unfunded loan commitments and is recorded in other liabilities on the consolidated balance sheets. The allowance for credit losses is increased by charges to expense, through the provision for credit losses, and decreased by charge-offs, net of recoveries.

The Corporation’s allowance for credit losses includes: (1) specific allowances allocated to loans evaluated for impairment under the FASB's ASC Section 310-10-35; and (2) allowances calculated for pools of loans measured for impairment under FASB ASC Subtopic 450-20.

The Corporation segments its loan portfolio by general loan type, or "portfolio segments," as presented in the table under the heading, "Loans, Net of Unearned Income," above. Certain portfolio segments are further disaggregated and evaluated collectively for impairment based on "class segments," which are largely based on the type of collateral underlying each loan. Commercial loans include both secured and unsecured loans. Construction loan class segments include loans secured by commercial real estate, loans to commercial borrowers secured by residential real estate and loans to individuals secured by residential real estate. Consumer loan class segments include direct consumer installment loans and indirect vehicle loans.

The following table presents the components of the allowance for credit losses:

	September 30, 2016		December 31, 2015
	(in thousands)
Allowance for loan losses	$	162,526	$	169,054
Reserve for unfunded lending commitments	2,643		2,358
Allowance for credit losses	$	165,169	$	171,412

The following table presents the activity in the allowance for credit losses:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Balance at beginning of period	$	165,108		$	169,453		$	171,412		$	185,931
Loans charged off	(7,672		)	(5,561		)	(29,573		)	(26,697		)
Recoveries of loans previously charged off	3,592			4,503			15,148			10,661
Net loans charged off	(4,080		)	(1,058		)	(14,425		)	(16,036		)
Provision for credit losses	4,141			1,000			8,182			(500		)
Balance at end of period	$	165,169		$	169,395		$	165,169		$	169,395

The following table presents the activity in the allowance for loan losses by portfolio segment:

	Real Estate - Commercial Mortgage			Commercial - Industrial, Financial and Agricultural			Real Estate - Home Equity			Real Estate - Residential Mortgage			Real Estate - Construction			Consumer			Leasing, other and overdrafts			Unallocated			Total
	(in thousands)
Three months ended September 30, 2016
Balance at June 30, 2016	$	43,740		$	51,755		$	26,170		$	21,226		$	5,772		$	2,984		$	2,518		$	8,381		$	162,546
Loans charged off	(1,350		)	(3,144		)	(709		)	(802		)	(150		)	(685		)	(832		)	—			(7,672		)
Recoveries of loans previously charged off	296			1,539			241			228			898			222			168			—			3,592
Net loans charged off	(1,054		)	(1,605		)	(468		)	(574		)	748			(463		)	(664		)	—			(4,080		)
Provision for loan losses (1)	3,171			(1,871		)	1,419			1,452			23			852			1,075			(2,061		)	4,060
Balance at September 30, 2016	$	45,857		$	48,279		$	27,121		$	22,104		$	6,543		$	3,373		$	2,929		$	6,320		$	162,526
Three months ended September 30, 2015
Balance at June 30, 2015	$	50,680		$	49,170		$	22,506		$	22,787		$	7,749		$	2,608		$	1,615		$	10,370		$	167,485
Loans charged off	(660		)	(1,640		)	(940		)	(1,035		)	(114		)	(650		)	(522		)	—			(5,561		)
Recoveries of loans previously charged off	842			1,598			304			201			898			314			346			—			4,503
Net loans charged off	182			(42		)	(636		)	(834		)	784			(336		)	(176		)	—			(1,058		)
Provision for loan losses (1)	825			(405		)	180			(609		)	(964		)	282			223			1,177			709
Balance at September 30, 2015	$	51,687		$	48,723		$	22,050		$	21,344		$	7,569		$	2,554		$	1,662		$	11,547		$	167,136
Nine months ended September 30, 2016
Balance at December 31, 2015	$	47,866		$	57,098		$	22,405		$	21,375		$	6,529		$	2,585		$	2,468		$	8,728		$	169,054
Loans charged off	(3,406		)	(13,957		)	(3,295		)	(2,210		)	(1,218		)	(2,261		)	(3,226		)	—			(29,573		)
Recoveries of loans previously charged off	2,488			6,789			929			784			2,844			957			357			—			15,148
Net loans charged off	(918		)	(7,168		)	(2,366		)	(1,426		)	1,626			(1,304		)	(2,869		)	—			(14,425		)
Provision for loan losses (1)	(1,091		)	(1,651		)	7,082			2,155			(1,612		)	2,092			3,330			(2,408		)	7,897
Balance at September 30, 2016	$	45,857		$	48,279		$	27,121		$	22,104		$	6,543		$	3,373		$	2,929		$	6,320		$	162,526
Nine months ended September 30, 2015
Balance at December 31, 2014	$	53,493		$	51,378		$	28,271		$	29,072		$	9,756		$	3,015		$	1,799		$	7,360		$	184,144
Loans charged off	(3,011		)	(14,669		)	(2,578		)	(3,099		)	(201		)	(1,787		)	(1,352		)	—			(26,697		)
Recoveries of loans previously charged off	1,729			3,855			744			547			2,276			923			587			—			10,661
Net loans charged off	(1,282		)	(10,814		)	(1,834		)	(2,552		)	2,075			(864		)	(765		)	—			(16,036		)
Provision for loan losses (1)	(524		)	8,159			(4,387		)	(5,176		)	(4,262		)	403			628			4,187			(972		)
Balance at September 30, 2015	$	51,687		$	48,723		$	22,050		$	21,344		$	7,569		$	2,554		$	1,662		$	11,547		$	167,136

(1) The provision for loan losses excluded an $81,000 and $285,000 increase, respectively, in the reserve for unfunded lending commitments for the three and nine months ended September 30, 2016 and a $291,000 and $472,000 increase, respectively, in the reserve for unfunded lending commitments for the three and nine months ended September 30, 2015. The total provision for credit losses, comprised of allocations for both funded and unfunded loans, was $4.1 million and $8.2 million for the three and nine months ended September 30, 2016, respectively, and $1.0 million and a negative $500,000 for thethree and nine months ended September 30, 2015.

The following table presents loans, net of unearned income and their related allowance for loan losses, by portfolio segment:

	Real Estate - Commercial Mortgage		Commercial - Industrial, Financial and Agricultural		Real Estate - Home Equity		Real Estate - Residential Mortgage		Real Estate - Construction		Consumer		Leasing, other and overdrafts		Unallocated		Total
	(in thousands)
Allowance for loan losses at September 30, 2016:
Measured for impairment under FASB ASC Subtopic 450-20	$	36,151	$	38,858	$	17,828	$	10,410	$	4,422	$	3,346	$	2,929	$	6,320	$	120,264
Evaluated for impairment under FASB ASC Section 310-10-35	9,706		9,421		9,293		11,694		2,121		27		—		N/A		42,262
	$	45,857	$	48,279	$	27,121	$	22,104	$	6,543	$	3,373	$	2,929	$	6,320	$	162,526
Loans, net of unearned income at September 30, 2016:
Measured for impairment under FASB ASC Subtopic 450-20	$	5,763,863	$	3,972,461	$	1,621,731	$	1,496,461	$	850,315	$	283,633	$	219,780	N/A		$	14,208,244
Evaluated for impairment under FASB ASC Section 310-10-35	55,052		51,658		18,690		46,235		11,319		40		—		N/A		182,994
	$	5,818,915	$	4,024,119	$	1,640,421	$	1,542,696	$	861,634	$	283,673	$	219,780	N/A		$	14,391,238
Allowance for loan losses at September 30, 2015:
Measured for impairment under FASB ASC Subtopic 450-20	$	38,490	$	36,002	$	14,867	$	7,921	$	5,119	$	2,535	$	1,662	$	11,547	$	118,143
Evaluated for impairment under FASB ASC Section 310-10-35	13,197		12,721		7,183		13,423		2,450		19		—		N/A		48,993
	$	51,687	$	48,723	$	22,050	$	21,344	$	7,569	$	2,554	$	1,662	$	11,547	$	167,136
Loans, net of unearned income at September 30, 2015:
Measured for impairment under FASB ASC Subtopic 450-20	$	5,273,819	$	3,885,956	$	1,679,471	$	1,330,778	$	750,629	$	271,667	$	149,530	N/A		$	13,341,850
Evaluated for impairment under FASB ASC Section 310-10-35	66,109		43,952		14,178		51,307		18,936		29		—		N/A		194,511
	$	5,339,928	$	3,929,908	$	1,693,649	$	1,382,085	$	769,565	$	271,696	$	149,530	N/A		$	13,536,361

N/A - Not applicable.

Impaired Loans

A loan is considered to be impaired if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. Impaired loans consist of all loans on non-accrual status and accruing troubled debt restructurings ("TDRs"). An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. Impaired loans to borrowers with total outstanding commitments greater than or equal to $1.0 million are evaluated individually for impairment. Impaired loans to borrowers with total outstanding commitments less than $1.0 million are pooled and measured for impairment collectively.

Based on an evaluation of all relevant credit quality factors, the Corporation recorded a $4.1 million provision for credit losses during the three months ended September 30, 2016, compared to a $1.0 million provision for credit losses for the same period in 2015.

All loans individually evaluated for impairment under FASB ASC Section 310-10-35 are measured for losses on a quarterly basis. As of September 30, 2016 and December 31, 2015, substantially all of the Corporation’s individually evaluated impaired loans with total outstanding balances greater than or equal to $1.0 million were measured based on the estimated fair value of each loan’s collateral. Collateral could be in the form of real estate, in the case of impaired commercial mortgages and construction loans, or business assets, such as accounts receivable or inventory, in the case of commercial and industrial loans. Commercial and industrial loans may also be secured by real property.

As of September 30, 2016 and 2015, approximately 73% and 77%, respectively, of impaired loans with principal balances greater than or equal to $1.0 million, whose primary collateral is real estate, were measured at estimated fair value using state certified third-party appraisals that had been updated in the preceding 12 months.

When updated appraisals are not obtained for loans evaluated for impairment under FASB ASC Section 310-10-35 that are secured by real estate, fair values are estimated based on the original appraisal values, as long as the original appraisal indicated an acceptable loan-to-value position and, in the opinion of the Corporation's internal credit administration staff, there has not been a significant deterioration in the collateral value since the original appraisal was performed. Original appraisals are typically used only when the estimated collateral value, as adjusted for the age of the appraisal, results in a current loan-to-value ratio that is lower than the Corporation's loan-to-value requirements for new loans, generally less than 70%.

The following table presents total impaired loans by class segment:

	September 30, 2016						December 31, 2015
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Unpaid Principal Balance		Recorded Investment		Related Allowance
	(in thousands)
With no related allowance recorded:
Real estate - commercial mortgage	$	30,913	$	27,594	$	—	$	27,872	$	22,596	$	—
Commercial - secured	33,225		29,535		—		18,012		13,702		—
Real estate - residential mortgage	6,312		6,131		—		4,790		4,790		—
Construction - commercial residential	6,393		4,923		—		9,916		8,865		—
	76,843		68,183				60,590		49,953
With a related allowance recorded:
Real estate - commercial mortgage	37,212		27,458		9,706		45,189		35,698		12,471
Commercial - secured	26,900		21,192		8,906		39,659		33,629		14,085
Commercial - unsecured	1,228		931		515		971		821		498
Real estate - home equity	23,580		18,690		9,293		20,347		15,766		7,993
Real estate - residential mortgage	47,746		40,104		11,694		55,242		45,635		13,422
Construction - commercial residential	8,053		4,850		1,560		9,949		6,290		2,110
Construction - commercial	687		450		145		820		638		217
Construction - other	1,096		1,096		416		331		193		68
Consumer - direct	21		21		15		19		19		14
Consumer - indirect	19		19		12		14		14		8
Leasing, other and overdrafts	—		—		—		1,658		1,425		704
	146,542		114,811		42,262		174,199		140,128		51,590
Total	$	223,385	$	182,994	$	42,262	$	234,789	$	190,081	$	51,590

As of September 30, 2016 and December 31, 2015, there were $68.2 million and $50.0 million, respectively, of impaired loans that did not have a related allowance for loan loss. The estimated fair values of the collateral securing these loans exceeded their carrying amount, or they were previously charged down to realizable collateral values. Accordingly, no specific valuation allowance was considered to be necessary.

The following table presents average impaired loans by class segment:

	Three months ended September 30								Nine months ended September 30
	2016				2015				2016				2015
	Average Recorded Investment		Interest Income (1)		Average Recorded Investment		Interest Income (1)		Average Recorded Investment		Interest Income (1)		Average Recorded Investment		Interest Income (1)
	(in thousands)
With no related allowance recorded:
Real estate - commercial mortgage	$	25,048	$	78	$	25,216	$	68	$	23,929	$	219	$	26,033	246
Commercial - secured	23,836		32		17,609		28		18,400		68		16,142		74
Commercial - unsecured	—		—		43		—		—		—		22		—
Real estate - residential mortgage	6,151		33		6,212		34		5,826		96		5,539		94
Construction - commercial residential	5,734		10		10,558		28		6,658		45		12,390		124
Construction - commercial	—		—		1,150		—		—		—		1,144		—
	60,769		153		60,788		158		54,813		428		61,270		538
With a related allowance recorded:
Real estate - commercial mortgage	29,139		91		40,572		110		32,310		303		40,116		368
Commercial - secured	21,688		29		22,386		36		26,665		100		23,668		111
Commercial - unsecured	953		1		2,788		1		903		3		1,981		4
Real estate - home equity	18,283		76		13,728		37		17,589		203		13,417		101
Real estate - residential mortgage	40,913		221		46,039		254		42,399		683		46,406		797
Construction - commercial residential	4,947		8		5,746		15		5,568		37		6,496		64
Construction - commercial	476		—		1,210		—		546		—		1,005		—
Construction - other	756		—		281		—		579		—		281		—
Consumer - direct	19		—		15		—		17		1		18		—
Consumer - indirect	11		—		15		—		14		—		17		—
Leasing, other and overdrafts	—		—		—		—		712		—		—		—
	117,185		426		132,780		453		127,302		1,330		133,405		1,445
Total	$	177,954	$	579	$	193,568	$	611	$	182,115	$	1,758	$	194,675	1,983

(1) All impaired loans, excluding accruing TDRs, were non-accrual loans. Interest income recognized for the three and nine months ended September 30, 2016 and 2015 represents amounts earned on accruing TDRs.

Credit Quality Indicators and Non-performing Assets

The following table presents internal credit risk ratings for real estate - commercial mortgages, commercial - secured loans, commercial - unsecured loans, construction - commercial residential loans and construction - commercial loans:

	Pass						Special Mention						Substandard or Lower						Total
	September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015
	(dollars in thousands)
Real estate - commercial mortgage	$	5,555,760		$	5,204,263		$	131,941		$	102,625		$	131,214		$	155,442		$	5,818,915		$	5,462,330
Commercial - secured	3,648,221			3,696,692			106,701			92,711			121,611			136,710			3,876,533			3,926,113
Commercial - unsecured	139,673			156,742			5,009			2,761			2,904			3,346			147,586			162,849
Total commercial - industrial, financial and agricultural	3,787,894			3,853,434			111,710			95,472			124,515			140,056			4,024,119			4,088,962
Construction - commercial residential	131,875			140,337			15,853			17,154			14,180			21,812			161,908			179,303
Construction - commercial	629,314			552,710			2,530			3,684			5,048			3,597			636,892			559,991
Total construction (excluding Construction - other)	761,189			693,047			18,383			20,838			19,228			25,409			798,800			739,294
	$	10,104,843		$	9,750,744		$	262,034		$	218,935		$	274,957		$	320,907		$	10,641,834		$	10,290,586
% of Total	95.0		%	94.8		%	2.4		%	2.1		%	2.6		%	3.1		%	100.0		%	100.0		%

The following is a summary of the Corporation's internal risk rating categories:

• Pass: These loans do not currently pose undue credit risk and can range from the highest to average quality, depending on the degree of potential risk.

• Special Mention: These loans constitute an undue and unwarranted credit risk, but not to a point of justifying a classification of substandard. Loans in this category are currently acceptable, but are nevertheless potentially weak.

• Substandard or Lower: These loans are inadequately protected by current sound worth and paying capacity of the borrower. There exists a well-defined weakness or weaknesses that jeopardize the normal repayment of the debt.

The risk rating process allows management to identify credits that potentially carry more risk in a timely manner and to allocate resources to managing troubled accounts. The Corporation believes that internal risk ratings are the most relevant credit quality indicator for the class segments presented above. The migration of loans through the various internal risk rating categories is a significant component of the allowance for credit loss methodology, which bases the probability of default on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide an independent assessment of risk rating accuracy. Ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff, or if specific loan review activities identify a deterioration or an improvement in the loan.

The Corporation does not assign internal risk ratings to smaller balance, homogeneous loans, such as home equity, residential mortgage, construction loans to individuals secured by residential real estate, consumer and lease receivables. For these loans, the most relevant credit quality indicator is delinquency status. The migration of loans through the various delinquency status categories is a significant component of the allowance for credit losses methodology for those loans, which bases the probability of default on this migration.

The following table presents a summary of performing, delinquency and non-performing status for home equity, real estate - residential mortgages, construction loans to individuals and consumer, leasing and other loans by class segment:

	Performing						Delinquent (1)						Non-performing (2)						Total
	September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015
	(dollars in thousands)
Real estate - home equity	$	1,615,657		$	1,660,773		$	10,504		$	8,983		$	14,260		$	14,683		$	1,640,421		$	1,684,439
Real estate - residential mortgage	1,501,486			1,329,371			17,759			18,305			23,451			28,484			1,542,696			1,376,160
Construction - other	61,738			59,997			—			88			1,096			609			62,834			60,694
Consumer - direct	91,164			94,262			1,675			2,254			1,943			2,203			94,782			98,719
Consumer - indirect	185,873			166,823			2,795			2,809			223			237			188,891			169,869
Total consumer	277,037			261,085			4,470			5,063			2,166			2,440			283,673			268,588
Leasing	218,275			155,870			1,454			759			51			1,506			219,780			158,135
	$	3,674,193		$	3,467,096		$	34,187		$	33,198		$	41,024		$	47,722		$	3,749,404		$	3,548,016
% of Total	98.0		%	97.7		%	0.9		%	1.0		%	1.1		%	1.3		%	100.0		%	100.0		%

(1) Includes all accruing loans 30 days to 89 days past due.

(2) Includes all accruing loans 90 days or more past due and all non-accrual loans.

The following table presents non-performing assets:

	September 30, 2016		December 31, 2015
	(in thousands)
Non-accrual loans	$	124,017	$	129,523
Loans 90 days or more past due and still accruing	14,095		15,291
Total non-performing loans	138,112		144,814
Other real estate owned (OREO)	11,981		11,099
Total non-performing assets	$	150,093	$	155,913

The following table presents past due status and non-accrual loans by portfolio segment and class segment:

	September 30, 2016
	30-59 Days Past Due		60-89 Days Past Due		≥ 90 Days Past Due and Accruing		Non- accrual		Total ≥ 90 Days		Total Past Due		Current		Total
	(in thousands)
Real estate - commercial mortgage	$	9,268	$	1,447	$	664	$	38,967	$	39,631	$	50,346	$	5,768,569	$	5,818,915
Commercial - secured	8,369		3,622		3,023		43,304		46,327		58,318		3,818,215		3,876,533
Commercial - unsecured	234		53		137		866		1,003		1,290		146,296		147,586
Total commercial - industrial, financial and agricultural	8,603		3,675		3,160		44,170		47,330		59,608		3,964,511		4,024,119
Real estate - home equity	6,016		4,488		3,237		11,023		14,260		24,764		1,615,657		1,640,421
Real estate - residential mortgage	12,920		4,839		4,070		19,381		23,451		41,210		1,501,486		1,542,696
Construction - commercial residential	2,004		629		72		8,930		9,002		11,635		150,273		161,908
Construction - commercial	—		9		675		450		1,125		1,134		635,758		636,892
Construction - other	—		—		—		1,096		1,096		1,096		61,738		62,834
Total real estate - construction	2,004		638		747		10,476		11,223		13,865		847,769		861,634
Consumer - direct	1,147		528		1,943		—		1,943		3,618		91,164		94,782
Consumer - indirect	2,466		329		223		—		223		3,018		185,873		188,891
Total consumer	3,613		857		2,166		—		2,166		6,636		277,037		283,673
Leasing, other and overdrafts	998		456		51		—		51		1,505		218,275		219,780
Total	$	43,422	$	16,400	$	14,095	$	124,017	$	138,112	$	197,934	$	14,193,304	$	14,391,238

	December 31, 2015
	30-59 Days Past Due		60-89 Days Past Due		≥ 90 Days Past Due and Accruing		Non- accrual		Total ≥ 90 Days		Total Past Due		Current		Total
	(in thousands)
Real estate - commercial mortgage	$	6,469	$	1,312	$	439	$	40,731	$	41,170	$	48,951	$	5,413,379	$	5,462,330
Commercial - secured	5,654		2,615		1,853		41,498		43,351		51,620		3,874,493		3,926,113
Commercial - unsecured	510		83		19		701		720		1,313		161,536		162,849
Total commercial - industrial, financial and agricultural	6,164		2,698		1,872		42,199		44,071		52,933		4,036,029		4,088,962
Real estate - home equity	6,438		2,545		3,473		11,210		14,683		23,666		1,660,773		1,684,439
Real estate - residential mortgage	15,141		3,164		6,570		21,914		28,484		46,789		1,329,371		1,376,160
Construction - commercial residential	1,366		494		—		11,213		11,213		13,073		166,230		179,303
Construction - commercial	50		176		—		638		638		864		559,127		559,991
Construction - other	88		—		416		193		609		697		59,997		60,694
Total real estate - construction	1,504		670		416		12,044		12,460		14,634		785,354		799,988
Consumer - direct	1,687		567		2,203		—		2,203		4,457		94,262		98,719
Consumer - indirect	2,308		501		237		—		237		3,046		166,823		169,869
Total consumer	3,995		1,068		2,440		—		2,440		7,503		261,085		268,588
Leasing, other and overdrafts	483		276		81		1,425		1,506		2,265		155,870		158,135
Total	$	40,194	$	11,733	$	15,291	$	129,523	$	144,814	$	196,741	$	13,641,861	$	13,838,602

The following table presents TDRs, by class segment:

	September 30, 2016		December 31, 2015
	(in thousands)
Real-estate - residential mortgage	$	26,854	$	28,511
Real-estate - commercial mortgage	16,085		17,563
Real estate - home equity	7,668		4,556
Commercial - secured	7,422		5,833
Construction - commercial residential	843		3,942
Commercial - unsecured	66		120
Consumer - indirect	20		14
Consumer - direct	19		19
Total accruing TDRs	58,977		60,558
Non-accrual TDRs (1)	27,904		31,035
Total TDRs	$	86,881	$	91,593

(1) Included in non-accrual loans in the preceding table detailing non-performing assets.

As of September 30, 2016 and December 31, 2015, there were $3.5 million and $5.3 million, respectively, of commitments to lend additional funds to borrowers whose loans were modified under TDRs.

The following table presents TDRs, by class segment as of September 30, 2016 and 2015, that were modified during the three and nine months ended September 30, 2016 and 2015:

		Three months ended September 30						Nine months ended September 30
		2016			2015			2016			2015
		Number of Loans	Post-Modification Recorded Investment		Number of Loans	Post-Modification Recorded Investment		Number of Loans	Post-Modification Recorded Investment		Number of Loans	Post-Modification Recorded Investment
		(dollars in thousands)
Commercial – secured:
	Extend maturity with rate concession	—	$	—	2	$	1,374	—	$	—	2	$	1,374
	Extend maturity without rate concession	4	1,826		1	6		10	3,801		12	7,830
Commercial – unsecured:
	Extend maturity without rate concession	—	—		—	—		2	103		1	42
Real estate - commercial mortgage:
	Extend maturity with rate concession	—	—		2	188		—	—		2	188
	Extend maturity without rate concession	—	—		—	—		—	—		4	2,626
Real estate - home equity:
	Extend maturity without rate concession	24	1,063		5	341		63	3,058		5	341
	Bankruptcy	11	563		9	221		33	2,279		34	1,452
Real estate – residential mortgage:
	Extend maturity with rate concession	—	—		1	171		—	—		2	276
	Extend maturity without rate concession	—	—		—	—		2	315		2	225
	Bankruptcy	2	350		1	58		3	723		6	795
Construction - commercial residential:
	Extend maturity without rate concession	—	—		—	—		—	—		1	889
Consumer - direct:
	Bankruptcy	—	—		—	—		1	2		—	—
Consumer - indirect:
	Bankruptcy	1	21		—	—		1	21		1	13
Total		42	$	3,823	21	$	2,359	115	$	10,302	72	$	16,051

The following table presents TDRs, by class segment, as of September 30, 2016 and 2015, that were modified in the previous 12 months and had a post-modification payment default during the nine months ended September 30, 2016 and 2015. The Corporation defines a payment default as a single missed payment.

	2016			2015
	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
	(dollars in thousands)
Commercial - secured	6	$	2,593	6	$	3,855
Commercial - unsecured	1	26		—	—
Real estate - commercial mortgage	2	129		2	233
Real estate - home equity	29	1,902		9	459
Real estate - residential mortgage	7	1,395		4	500
Total	45	$	6,045	21	$	5,047

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Mortgage Servicing Rights

9 Months Ended

Sep. 30, 2016

Transfers and Servicing [Abstract]

Mortgage Servicing Rights

Mortgage Servicing Rights

The following table summarizes the changes in mortgage servicing rights ("MSRs"), which are included in other assets on the consolidated balance sheets:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Amortized cost:
Balance at beginning of period	$	39,874		$	41,598		$	40,944		$	42,148
Originations of mortgage servicing rights	1,499			1,463			3,927			4,976
Amortization	(2,064		)	(1,829		)	(5,562		)	(5,892		)
Balance at end of period	$	39,309		$	41,232		$	39,309		$	41,232
Valuation allowance:
Balance at beginning of period	$	(1,721	)	$	—		$	—		$	—
Additions	(1,280		)	—			(3,001		)	—
Balance at end of period	$	(3,001	)	$	—		$	(3,001	)	$	—
Net MSRs at end of period	$	36,308		$	41,232		$	36,308		$	41,232

MSRs represent the economic value of existing contractual rights to service mortgage loans that have been sold. Accordingly, actual and expected prepayments of the underlying mortgage loans can impact the value of MSRs. The Corporation accounts for MSRs at the lower of amortized cost or fair value.

The fair value of MSRs is estimated by discounting the estimated cash flows from servicing income, net of expense, over the expected life of the underlying loans at a discount rate commensurate with the risk associated with these assets. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. Based on its fair value analysis, the Corporation determined that additions to the valuation allowance of $1.3 million and $3.0 million were necessary for the three and nine months ended September 30, 2016, respectively. No valuation allowance was necessary as of September 30, 2015.

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The Corporation grants equity awards to employees, consisting of stock options, restricted stock, RSUs and PSUs under its Amended and Restated Equity and Cash Incentive Compensation Plan ("Employee Equity Plan"). In addition, employees may purchase stock under the Corporation’s Employee Stock Purchase Plan. The fair value of equity awards granted to employees is recognized as compensation expense over the period during which employees are required to provide service in exchange for such awards. Compensation expense for PSUs is also recognized over the period during which employees are required to provide service in exchange for such awards, however, compensation expense may vary based on the expectations for actual performance relative to defined performance measures.

The Corporation also grants equity awards to non-employee members of its board of directors under the 2011 Directors’ Equity Participation Plan ("Directors’ Plan"). Under the Directors’ Plan, the Corporation can grant equity awards to non-employee holding company and subsidiary bank directors in the form of stock options, restricted stock or common stock.

Equity awards issued under the Employee Equity Plan are generally granted annually and become fully vested over or after a three-year vesting period. The vesting period for non-performance-based awards represents the period during which employees are required to provide service in exchange for such awards. Equity awards under the Directors' Plan generally vest immediately upon grant. Certain events, as defined in the Employee Equity Plan and the Directors' Plan, result in the acceleration of the vesting of equity awards.

The following table presents compensation expense and the related tax benefits for equity awards recognized in the consolidated statements of income:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Stock-based compensation expense	$	1,552		$	1,533		$	4,808		$	4,371
Tax benefit	(536		)	(489		)	(1,611		)	(1,403		)
Stock-based compensation expense, net of tax	$	1,016		$	1,044		$	3,197		$	2,968

Stock option fair values are estimated through the use of the Black-Scholes valuation methodology as of the date of grant. Stock options carry terms of up to ten years. Fair values for restricted stock, RSUs and a majority of PSUs are based on the trading price of the Corporation’s stock on the date of grant and earn dividends during the vesting period, which are forfeitable if the awards do not vest. The fair value of certain PSUs are estimated through the use of the Monte Carlo valuation methodology as of the date of grant.

As of September 30, 2016, the Employee Equity Plan had 11.4 million shares reserved for future grants through 2023, and the Directors’ Plan had approximately 384,000 shares reserved for future grants through 2021.

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Employee Benefit Plans

9 Months Ended

Sep. 30, 2016

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

Employee Benefit Plans

The Corporation maintains a defined benefit pension plan ("Pension Plan") for certain employees, which was curtailed in 2008. Contributions to the Pension Plan are actuarially determined and funded annually, if required. The Corporation made contributions totaling $4.6 million during the first nine months of 2016. Pension Plan assets are invested in: money markets; fixed income securities, including corporate bonds, U.S. Treasury securities and common trust funds; and equity securities, including common stocks and common stock mutual funds.

The net periodic benefit cost for the Corporation’s Pension Plan consisted of the following components:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Service cost (1)	$	172		$	145		$	516		$	435
Interest cost	880			851			2,640			2,553
Expected return on plan assets	(580		)	(752		)	(1,739		)	(2,256		)
Net amortization and deferral	605			782			1,815			2,346
Net periodic benefit cost	$	1,077		$	1,026		$	3,232		$	3,078

(1) Service cost was related to administrative costs associated with the plan and was not due to the accrual of additional participant benefits.

The Corporation provides benefits under a postretirement benefits plan ("Postretirement Plan") to certain retirees who were employees of the Corporation prior to January 1, 1998 and retired from employment with the Corporation prior to February 1, 2014.

The net periodic cost (benefit) of the Corporation’s Postretirement Plan consisted of the following components:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Interest cost	21			52			64			156
Expected return on plan assets	—			—			(1		)	—
Net accretion and deferral	(138		)	(65		)	(413		)	(195		)
Net periodic benefit	$	(117	)	$	(13	)	$	(350	)	$	(39	)

The Corporation recognizes the funded status of its Pension Plan and Postretirement Plan on the consolidated balance sheets and recognizes the change in that funded status through other comprehensive income.

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Derivative Financial Instruments

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

The Corporation manages its exposure to certain interest rate and foreign currency risks through the use of derivatives. None of the Corporation's outstanding derivative contracts are designated as hedges, and none are entered into for speculative purposes. Derivative instruments are carried at fair value, with changes in fair values recognized in earnings as components of non-interest income and non-interest expense on the consolidated statements of income.

Derivative contracts create counterparty credit risk with both the Corporation's customers and with institutional derivative counterparties. The Corporation manages counterparty credit risk through its credit approval processes, monitoring procedures and obtaining adequate collateral, when the Corporation determines it is appropriate to do so and in accordance with counterparty contracts.

Mortgage Banking Derivatives

In connection with its mortgage banking activities, the Corporation enters into commitments to originate certain residential mortgage loans for customers, also referred to as interest rate locks. In addition, the Corporation enters into forward commitments for the future sales or purchases of mortgage-backed securities to or from third-party counterparties to hedge the effect of changes in interest rates on the values of both the interest rate locks and mortgage loans held for sale. Forward sales commitments may also be in the form of commitments to sell individual mortgage loans at a fixed price at a future date. The amount necessary to settle each interest rate lock is based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured. Gross derivative assets and liabilities are recorded in other assets and other liabilities, respectively, on the consolidated balance sheets, and changes in fair values during the period are recorded in mortgage banking income on the consolidated statements of income.

Interest Rate Swaps

The Corporation enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These interest rate swaps are derivative financial instruments and the gross fair values are recorded in other assets and other liabilities on the consolidated balance sheets, with changes in fair values during the period recorded in other non-interest expense on the consolidated statements of income.

Foreign Exchange Contracts

The Corporation enters into foreign exchange contracts to accommodate the needs of its customers. Foreign exchange contracts are commitments to buy or sell foreign currency on a future date at a contractual price. The Corporation offsets its foreign exchange contract exposure with customers by entering into contracts with third-party correspondent financial institutions to mitigate its exposure to fluctuations in foreign currency exchange rates. The Corporation also holds certain amounts of foreign currency with international correspondent banks. The Corporation's policy limits the total net foreign currency open positions, which includes all outstanding contracts and foreign account balances, to $500,000. Gross fair values are recorded in other assets and other liabilities on the consolidated balance sheets, with changes in fair values during the period recorded within other service charges and fees on the consolidated statements of income.

The following table presents a summary of the notional amounts and fair values of derivative financial instruments:

	September 30, 2016					December 31, 2015
	Notional Amount		Asset (Liability) Fair Value			Notional Amount		Asset (Liability) Fair Value
	(in thousands)
Interest Rate Locks with Customers
Positive fair values	$	188,543	$	3,199		$	87,781	$	1,291
Negative fair values	611		(2		)	267		(16		)
Net interest rate locks with customers			3,197					1,275
Forward Commitments
Positive fair values	22,037		5			69,045		205
Negative fair values	137,181		(866		)	16,193		(24		)
Net forward commitments			(861		)			181
Interest Rate Swaps with Customers
Positive fair values	1,307,072		80,930			846,490		32,915
Negative fair values	8,000		(18		)	8,757		(55		)
Net interest rate swaps with customers			80,912					32,860
Interest Rate Swaps with Dealer Counterparties
Positive fair values	8,000		18			8,757		55
Negative fair values	1,307,072		(80,930		)	846,490		(32,915		)
Net interest rate swaps with dealer counterparties			(80,912		)			(32,860		)
Foreign Exchange Contracts with Customers
Positive fair values	10,904		464			4,897		114
Negative fair values	1,763		(32		)	8,050		(184		)
Net foreign exchange contracts with customers			432					(70		)
Foreign Exchange Contracts with Correspondent Banks
Positive fair values	5,619		59			9,728		428
Negative fair values	7,376		(391		)	6,899		(147		)
Net foreign exchange contracts with correspondent banks			(332		)			281
Net derivative fair value asset			$	2,436				$	1,667

The following table presents a summary of the fair value gains (losses) on derivative financial instruments:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Interest rate locks with customers	$	178		$	1,041		$	1,922		$	876
Forward commitments	970			(3,183		)	(1,042		)	(338		)
Interest rate swaps with customers	(1,948		)	18,266			48,052			17,831
Interest rate swaps with dealer counterparties	1,948			(18,266		)	(48,052		)	(17,831		)
Foreign exchange contracts with customers	47			(197		)	502			(378		)
Foreign exchange contracts with correspondent banks	(266		)	323			(613		)	710
Net fair value gains (losses) on derivative financial instruments	$	929		$	(2,016	)	$	769		$	870

Fair Value Option

U.S. GAAP permits entities to measure many financial instruments and certain other items at fair value and requires certain disclosures for amounts for which the fair value option is applied. The Corporation has elected to measure mortgage loans held for sale at fair value to more accurately reflect the financial results of its mortgage banking activities in its consolidated financial statements. Derivative financial instruments related to these activities are also recorded at fair value, as noted above. The Corporation determines fair value for its mortgage loans held for sale based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured. Changes in fair values during the period are recorded as components of mortgage banking income on the consolidated statements of income. Interest income earned on mortgage loans held for sale is classified in interest income on the consolidated statements of income.

The following table presents a summary of the Corporation’s mortgage loans held for sale:

	September 30, 2016		December 31, 2015
	(in thousands)
Cost	$	27,030	$	16,584
Fair value	27,836		16,886

During the three months ended September 30, 2016, the Corporation recorded losses related to changes in fair values of mortgage loans held for sale of $360,000 compared to gains of $531,000 for the same period in 2015. During the nine months ended September 30, 2016 and 2015, the Corporation recorded gains related to changes in fair values of mortgage loans held for sale of $504,000 and $309,000, respectively.

Balance Sheet Offsetting

Certain financial assets and liabilities may be eligible for offset on the consolidated balance sheets because they are subject to master netting arrangements or similar agreements. The Corporation elects to not offset assets and liabilities subject to such arrangements on the consolidated financial statements.

The Corporation is a party to interest rate swap transactions with financial institution counterparties and customers, disclosed in detail above. Under these agreements, the Corporation has the right to net-settle multiple contracts with the same counterparty in the event of default on, or termination of, any one contract. Cash collateral is posted by the party with a net liability position in accordance with contract thresholds and can be used to settle the fair value of the interest rate swap agreements in the event of default.

The Corporation is also a party to foreign currency exchange contracts with financial institution counterparties, under which the Corporation has the right to net-settle multiple contracts with the same counterparty in the event of default on, or termination of, any one contract. As with interest rate swap contracts, collateral is posted by the party with a net liability position in accordance with contract thresholds and can be used to settle the fair value of the foreign currency exchange contracts in the event of default.

The Corporation also enters into agreements with customers in which it sells securities subject to an obligation to repurchase the same or similar securities, referred to as repurchase agreements. Under these agreements, the Corporation may transfer legal control over the assets but still maintain effective control through agreements that both entitle and obligate the Corporation to repurchase the assets. Therefore, repurchase agreements are reported as secured borrowings, classified in short-term borrowings on the consolidated balance sheets, while the securities underlying the repurchase agreements remain classified with investment securities on the consolidated balance sheets. The Corporation has no intention of setting off these amounts. Therefore, these repurchase agreements are not eligible for offset.

The following table presents the Corporation's financial instruments that are eligible for offset, and the effects of offsetting, on the consolidated balance sheets:

	Gross Amounts		Gross Amounts Not Offset
	Recognized		on the Consolidated
	on the		Balance Sheets
	Consolidated		Financial			Cash			Net
	Balance Sheets		Instruments(1)			Collateral (2)			Amount
	(in thousands)
September 30, 2016
Interest rate swap derivative assets	$	80,948	$	(18	)	$	—		$	80,930
Foreign exchange derivative assets with correspondent banks	59		(59		)	—			—
Total	$	81,007	$	(77	)	$	—		$	80,930
Interest rate swap derivative liabilities	$	80,948	$	(18	)	$	(80,930	)	$	—
Foreign exchange derivative liabilities with correspondent banks	391		(59		)	(260		)	72
Total	$	81,339	$	(77	)	$	(81,190	)	$	72
December 31, 2015
Interest rate swap derivative assets	$	32,970	$	(55	)	$	—		$	32,915
Foreign exchange derivative assets with correspondent banks	428		(147		)	—			281
Total	$	33,398	$	(202	)	$	—		$	33,196
Interest rate swap derivative liabilities	$	32,970	$	(55	)	$	(31,130	)	$	1,785
Foreign exchange derivative liabilities with correspondent banks	147		(147		)	—			—
Total	$	33,117	$	(202	)	$	(31,130	)	$	1,785

(1) For derivative assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default. For derivative liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.

(2) Amounts represent collateral received from the counterparty or posted by the Corporation.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Commitments

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.

Those financial instruments include commitments to extend credit and letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized on the Corporation’s consolidated balance sheets. Exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the outstanding amount of those instruments.

The outstanding amounts of commitments to extend credit and letters of credit as of the dates indicated were as follows:

	September 30, 2016		December 31, 2015
	(in thousands)
Commitments to extend credit	$	6,073,712	$	5,784,138
Standby letters of credit	365,562		374,729
Commercial letters of credit	35,532		39,529

The Corporation records a reserve for unfunded lending commitments, which represents management’s estimate of losses associated with unused commitments to extend credit. See Note 5, "Loans and Allowance for Credit Losses," for additional details.

Residential Lending

Residential mortgages originated and sold by the Corporation consist primarily of conforming, prime loans sold to government sponsored agencies, such as the Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac"). The Corporation also sells certain prime loans it originates to non-government sponsored agency investors.

The Corporation provides customary representations and warranties to government sponsored entities and investors that specify, among other things, that the loans have been underwritten to the standards established by the government sponsored entity or investor. The Corporation may be required to repurchase a loan, or reimburse the government sponsored entity or investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. Such repurchases or reimbursements generally result from an underwriting or documentation deficiency. As of both September 30, 2016 and December 31, 2015, total outstanding repurchase requests totaled approximately $543,000.

From 2000 to 2011, the Corporation sold loans to the Federal Home Loan Bank of Pittsburgh under its Mortgage Partnership Finance Program ("MPF Program"). The Corporation provided a "credit enhancement" for residential mortgage loans sold under the MPF Program whereby it would assume credit losses in excess of a defined "First Loss Account," or "FLA" balance, up to specified amounts. The FLA is funded by the Federal Home Loan Bank of Pittsburgh based on a percentage of the outstanding principal balance of loans sold. As of September 30, 2016, the unpaid principal balance of loans sold under the MPF Program was approximately $108 million. As of September 30, 2016 and December 31, 2015, the reserve for estimated credit losses related to loans sold under the MPF Program was $1.7 million and $1.8 million, respectively. Required reserves are calculated based on delinquency status and estimated loss rates established through the Corporation's existing allowance for credit losses methodology for residential mortgage loans.

As of September 30, 2016 and December 31, 2015, the total reserve for losses on residential mortgage loans sold was $2.5 million and $2.6 million, respectively, including both reserves for credit losses under the MPF Program and reserves for representation and warranty exposures. Management believes that the reserves recorded as of September 30, 2016 are adequate. However, declines in collateral values, the identification of additional loans to be repurchased, or a deterioration in the credit quality of loans sold under the MPF Program could necessitate additional reserves, established through charges to earnings, in the future.

Legal Proceedings

The Corporation and its subsidiaries are involved in various legal proceedings in the ordinary course of business of the Corporation. The Corporation periodically evaluates the possible impact of pending litigation matters based on, among other factors, the advice of counsel, available insurance coverage and recorded liabilities and reserves for probable legal liabilities and costs. In addition, from time to time, the Corporation is the subject of investigations or other forms of regulatory or governmental inquiry covering a range of possible issues and, in some cases, these may be part of similar reviews of the specified activities of other industry participants. These inquiries could lead to administrative, civil or criminal proceedings, and could possibly result in fines, penalties, restitution or the need to alter the Corporation’s business practices, and cause the Corporation to incur additional costs. The Corporation’s practice is to cooperate fully with regulatory and governmental investigations.

As of the date of this report, the Corporation believes that any liabilities, individually or in the aggregate, which may result from the final outcomes of pending proceedings will not have a material adverse effect on the financial condition of the Corporation. However, legal proceedings are often unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable, may be material to the Corporation’s results of operations for any particular period, depending, in part, upon the size of the loss or liability imposed and the operating results for the applicable period.

BSA/AML Enforcement Orders

The Corporation and each of its bank subsidiaries are subject to regulatory enforcement orders issued during 2014 and 2015 by their respective federal and state bank regulatory agencies relating to identified deficiencies in the Corporation’s centralized Bank Secrecy Act and anti-money laundering compliance program (the "BSA/AML Compliance Program"), which was designed to comply with the requirements of the Bank Secrecy Act, the USA Patriot Act of 2001 and related anti-money laundering regulations (collectively, the "BSA/AML Requirements"). The regulatory enforcement orders, which are in the form of consent orders or orders to cease and desist issued upon consent ("Consent Orders"), generally require, among other things, that the Corporation and its bank subsidiaries undertake a number of required actions to strengthen and enhance the BSA/AML Compliance Program, and, in some cases, conduct retrospective reviews of past account activity and transactions, as well as certain reports filed in accordance with the BSA/AML Requirements, to determine whether suspicious activity and certain transactions in currency were properly identified and reported in accordance with the BSA/AML Requirements. In addition to requiring strengthening and enhancement of the BSA/AML Compliance Program, while the Consent Orders remain in effect, the Corporation is subject to certain restrictions on expansion activities of the Corporation and its bank subsidiaries. Further, any failure to comply with the requirements of any of the Consent Orders involving the Corporation or its bank subsidiaries could result in further enforcement actions, the imposition of material restrictions on the activities of the Corporation or its bank subsidiaries, or the assessment of fines or penalties.

Fair Lending Investigation

During the second quarter of 2015, Fulton Bank, N.A., the Corporation’s largest bank subsidiary, received a letter from the U.S. Department of Justice (the "Department") indicating that the Department had initiated an investigation regarding potential violations of the fair lending laws (specifically, the Equal Credit Opportunity Act and the Fair Housing Act) by Fulton Bank, N.A. in certain geographies. Fulton Bank, N.A. has been and is cooperating with the Department and responding to the Department’s requests for information. During the third quarter of 2016, the Department informed the Corporation, Fulton Bank, N.A., and three of the Corporation’s other bank subsidiaries, Fulton Bank of New Jersey, The Columbia Bank and Lafayette Ambassador Bank, that the Department was expanding its investigation of potential lending discrimination on the basis of race and national origin to encompass additional geographies that were not included in the initial letter from the Department. In addition to requesting information concerning the lending activities of these bank subsidiaries, the Department also requested information concerning the Corporation and the residential mortgage lending activities conducted under the Fulton Mortgage Company brand, the trade name used by all of the Corporation’s bank subsidiaries for residential mortgage lending. The investigation relates to lending activities during the period January 1, 2009 to the present. The Corporation and the identified bank subsidiaries are cooperating with the Department and responding to the Department’s requests for information. The Corporation and its bank subsidiaries are not able at this time to determine the terms on which this investigation will be resolved or the timing of such resolution, or to reliably estimate the amounts or range of possible amounts of any settlement, fines or other penalties or, the cost of any other remedial actions, if enforcement action is taken. In addition, should the investigation result in an enforcement action against the Corporation or its bank subsidiaries, or a settlement with the Department, the ability of the Corporation and its bank subsidiaries to engage in certain expansion or other other activities may be restricted.

Agostino, et al. Litigation

Fulton Bank, N.A. (the "Bank"), the Corporation’s largest bank subsidiary, and two unrelated, third-party defendants, Ameriprise Financial Services, Inc. and Riverview Bank, have been named as defendants in a lawsuit brought on behalf of a group of 58 plaintiffs filed on March 31, 2016 in the Court of Common Pleas for Dauphin County, Pennsylvania (Agostino, et al. v. Ameriprise Financial Services, Inc., et al., No. 2016-CV-2048-CV). The plaintiffs in this action, who are individuals, trustees of certain irrevocable trusts or the executors of the estates of deceased individuals, were clients of Jeffrey M. Mottern, a now deceased attorney, who is alleged to have operated a Ponzi scheme which defrauded the plaintiffs over a period of years through the sale of fictitious, high-yielding investments or by otherwise misappropriating funds entrusted to Mr. Mottern. Mr. Mottern is alleged to have used the proceeds of these activities to engage in speculative securities trading, which incurred significant losses, and for Mr. Mottern’s personal expenses. The allegations against the Bank relate to a commercial checking account at the Bank maintained by Mr. Mottern in connection with Mr. Mottern’s law practice. The lawsuit alleges that the Bank is liable to the plaintiffs for failing to properly monitor Mr. Mottern’s checking account and detect Mr. Mottern’s fraudulent activity, and specifically alleges that the Bank aided and abetted Mr. Mottern’s: (1) fraud; (2) breach of fiduciary duty; (3) violations of the Pennsylvania Unfair Trade Practices and Consumer Protection Law; and (4) conversion. Similar claims have been asserted against Ameriprise Financial Services, Inc. and Riverview Bank, which allegedly maintained a personal brokerage account and a trust account for client or other third-party funds, respectively, for Mr. Mottern. The lawsuit seeks damages from the defendants, including the Bank, alleged to be in excess of $11.3 million, treble damages and attorneys’ fees with respect to alleged violations of the Pennsylvania Unfair Trade Practices and Consumer Protection Law, punitive damages, plus interest and costs. On April 29, 2016, the Bank filed a Notice of Removal to remove this lawsuit to the United States District Court for the Middle District of Pennsylvania. On May 31, 2016, the plaintiffs filed a motion to remand the lawsuit to the Court of Common Pleas for Dauphin County, Pennsylvania. On October 24, 2016, the District Court granted the plaintiffs' motion and the lawsuit was remanded back to the Court of Common Pleas for Dauphin County.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

FASB ASC Topic 820 establishes a fair value hierarchy for the inputs to valuation techniques used to measure assets and liabilities at fair value using the following three categories (from highest to lowest priority):

• Level 1 – Inputs that represent quoted prices for identical instruments in active markets.

• Level 2 – Inputs that represent quoted prices for similar instruments in active markets, or quoted prices for identical instruments in non-active markets. Also includes valuation techniques whose inputs are derived principally from observable market data other than quoted prices, such as interest rates or other market-corroborated means.

• Level 3 – Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.

The Corporation has categorized all assets and liabilities measured at fair value on both a recurring and nonrecurring basis into the above three levels.

The following tables present summaries of the Corporation’s assets and liabilities measured at fair value on a recurring basis and reported on the consolidated balance sheets:

	September 30, 2016
	Level 1		Level 2		Level 3		Total
	(in thousands)
Mortgage loans held for sale	$	—	$	27,836	$	—	$	27,836
Available for sale investment securities:
Equity securities	22,483		—		—		22,483
U.S. Government sponsored agency securities	—		140		—		140
State and municipal securities	—		401,572		—		401,572
Corporate debt securities	—		104,100		3,141		107,241
Collateralized mortgage obligations	—		652,359		—		652,359
Mortgage-backed securities	—		1,226,547		—		1,226,547
Auction rate securities	—		—		97,726		97,726
Total available for sale investment securities	22,483		2,384,718		100,867		2,508,068
Other assets	16,903		84,152		—		101,055
Total assets	$	39,386	$	2,496,706	$	100,867	$	2,636,959
Other liabilities	$	16,800	$	81,815	$	—	$	98,615

	December 31, 2015
	Level 1		Level 2		Level 3		Total
	(in thousands)
Mortgage loans held for sale	$	—	$	16,886	$	—	$	16,886
Available for sale investment securities:
Equity securities	21,514		—		—		21,514
U.S. Government sponsored agency securities	—		25,136		—		25,136
State and municipal securities	—		262,765		—		262,765
Corporate debt securities	—		93,619		3,336		96,955
Collateralized mortgage obligations	—		821,509		—		821,509
Mortgage-backed securities	—		1,158,835		—		1,158,835
Auction rate securities	—		—		98,059		98,059
Total available for sale investment securities	21,514		2,361,864		101,395		2,484,773
Other assets	16,129		34,465		—		50,594
Total assets	$	37,643	$	2,413,215	$	101,395	$	2,552,253
Other liabilities	$	15,914	$	33,010	$	—	$	48,924

The valuation techniques used to measure fair value for the items in the preceding tables are as follows:

• Mortgage loans held for sale – This category consists of mortgage loans held for sale that the Corporation has elected to measure at fair value. Fair values as of September 30, 2016 and December 31, 2015 were measured based on the price that secondary market investors were offering for loans with similar characteristics. See Note 9, "Derivative Financial Instruments" for details related to the Corporation’s election to measure assets and liabilities at fair value.

• Available for sale investment securities – Included in this asset category are both equity and debt securities. Level 2 available for sale debt securities are valued by a third-party pricing service commonly used in the banking industry. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings, and matrix pricing.

Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, including market research publications. For certain security types, additional inputs may be used, or some of the standard market inputs may not be applicable.

Management tests the values provided by the pricing service by obtaining securities prices from an alternative third-party source and comparing the results. This test is done for approximately 94% of the securities valued by the pricing service. Generally, differences by security in excess of 5% are researched to reconcile the difference.

• Equity securities – Equity securities consist of common stocks of financial institutions ($21.6 million at September 30, 2016 and $20.6 million at December 31, 2015) and other equity investments ($901,000 at September 30, 2016 and $914,000 at December 31, 2015). These Level 1 investments are measured at fair value based on quoted prices for identical securities in active markets.

• U.S. Government securities/U.S. Government sponsored agency securities/State and municipal securities/Collateralized mortgage obligations/Mortgage-backed securities – These debt securities are classified as Level 2 investments. Fair values are determined by a third-party pricing service, as detailed above.

• Corporate debt securities – This category consists of subordinated debt issued by financial institutions ($44.7 million at September 30, 2016 and $40.8 million at December 31, 2015), senior debt ($18.6 million at September 30, 2016 and $12.3 million at December 31, 2015), single-issuer trust preferred securities issued by financial institutions ($39.3 million at September 30, 2016 and $39.1 million at December 31, 2015), pooled trust preferred securities issued by financial institutions ($706,000 at both September 30, 2016 and December 31, 2015) and other corporate debt issued by non-financial institutions ($4.0 million at both September 30, 2016 and December 31, 2015).

Level 2 investments include the Corporation’s holdings of subordinated debt, other corporate debt issued by non-financial institutions and $36.8 million and $36.5 million of single-issuer trust preferred securities held at September 30, 2016 and December 31, 2015, respectively. The fair values for these corporate debt securities are determined by a third-party pricing service, as detailed above.

Level 3 investments include the Corporation’s investments in pooled trust preferred securities ($706,000 at both September 30, 2016 and December 31, 2015) and certain single-issuer trust preferred securities ($2.4 million at September 30, 2016 and $2.6 million at December 31, 2015). The fair values of these securities were determined based on quotes provided by third-party brokers who determined fair values based predominantly on internal valuation models which were not indicative prices or binding offers. The Corporation’s third-party pricing service cannot derive fair values for these securities primarily due to inactive markets for similar investments. Level 3 values are tested by management primarily through trend analysis, by comparing current values to those reported at the end of the preceding calendar quarter, and determining if they are reasonable based on price and spread movements for this asset class.

• Auction rate securities – Due to their illiquidity, ARCs are classified as Level 3 investments and are valued through the use of an expected cash flows model prepared by a third-party valuation expert. The assumptions used in preparing the expected cash flows model include estimates for coupon rates, time to maturity and market rates of return. The most significant unobservable input to the expected cash flows model is an assumed return to market liquidity sometime in the next five years. If the assumed return to market liquidity was lengthened beyond the next five years, this would result in a decrease in the fair value of these ARCs. The Corporation believes that the trusts underlying the ARCs will self-liquidate as student loans are repaid. Level 3 fair values are tested by management through the performance of a trend analysis of the market price and discount rate. Changes in the price and discount rates are compared to changes in market data, including bond ratings, parity ratios, balances and delinquency levels.

Other assets – Included in this category are the following:

• Level 1 assets include mutual funds that are held in trust for employee deferred compensation plans ($16.4 million at September 30, 2016 and $15.6 million at December 31, 2015) and the fair value of foreign currency exchange contracts ($527,000 at September 30, 2016 and $547,000 at December 31, 2015). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.

• Level 2 assets include the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($3.2 million at September 30, 2016 and $1.5 million at December 31, 2015) and the fair value of interest rate swaps ($80.9 million at September 30, 2016 and $33.0 million at December 31, 2015). The fair values of the Corporation’s interest rate locks, forward commitments and interest rate swaps represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See Note 9, "Derivative Financial Instruments," for additional information.

Other liabilities – Included in this category are the following:

• Level 1 liabilities include employee deferred compensation liabilities which represent amounts due to employees under deferred compensation plans ($16.4 million at September 30, 2016 and $15.6 million at December 31, 2015) and the fair value of foreign currency exchange contracts ($424,000 at September 30, 2016 and $331,000 at December 31, 2015). The fair value of these liabilities are determined in the same manner as the related assets, as described under the heading "Other assets" above.

• Level 2 liabilities include the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($868,000 at September 30, 2016 and $40,000 at December 31, 2015) and the fair value of interest rate swaps ($80.9 million at September 30, 2016 and $33.0 million at December 31, 2015). The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Other assets" above.

The following table presents the changes in the Corporation’s available for sale investment securities measured at fair value on a recurring basis using unobservable inputs (Level 3):

	Three months ended September 30, 2016
	Pooled Trust Preferred Securities			Single-issuer Trust Preferred Securities			ARCs
	(in thousands)
Balance at June 30, 2016	$	706		$	2,425		$	97,886
Unrealized adjustment to fair value (1)	—			7			(318		)
Discount accretion (2)	—			3			158
Balance at September 30, 2016	$	706		$	2,435		$	97,726
	Three months ended September 30, 2015
Balance at June 30, 2015	$	530		$	3,820		$	98,606
Unrealized adjustment to fair value (1)	—			(203		)	(890		)
Settlements - calls	—			(970		)	—
Discount accretion (2)	—			3			157
Balance at September 30, 2015	$	530		$	2,650		$	97,873
	Nine months ended September 30, 2016
	Pooled Trust Preferred Securities			Single-issuer Trust Preferred Securities			ARCs
	(in thousands)
Balance at December 31, 2015	$	706		$	2,630		$	98,059
Unrealized adjustment to fair value (1)	—			(204		)	(668		)
Discount accretion (2)	—			9			335
Balance at September 30, 2016	$	706		$	2,435		$	97,726
	Nine months ended September 30, 2015
Balance at December 31, 2014	$	4,088		$	3,820		$	100,941
Sales	(3,633		)	—			—
Unrealized adjustment to fair value (1)	190			(207		)	(978		)
Settlements - calls	(117		)	(970		)	(2,446		)
Discount accretion (2)	2			7			356
Balance at September 30, 2015	$	530		$	2,650		$	97,873

(1) Pooled trust preferred securities, single-issuer trust preferred securities and ARCs are classified as available for sale investment securities; as such, the unrealized adjustment to fair value was recorded as an unrealized holding gain (loss) and included as a component of available for sale investment securities on the consolidated balance sheets.

(2) Included as a component of net interest income on the consolidated statements of income.

Certain financial assets are not measured at fair value on an ongoing basis, but are subject to fair value measurement in certain circumstances, such as upon their acquisition or when there is evidence of impairment. The following table presents the Corporation’s financial assets measured at fair value on a nonrecurring basis and reported on the Corporation’s consolidated balance sheets:

	September 30, 2016
	Level 1		Level 2		Level 3		Total
	(in thousands)
Net loans	$	—	$	—	$	140,732	$	140,732
Other financial assets	—		—		48,288		48,288
Total assets	$	—	$	—	$	189,020	$	189,020

	December 31, 2015
	Level 1		Level 2		Level 3		Total
	(in thousands)
Net loans	$	—	$	—	$	138,491	$	138,491
Other financial assets	—		—		52,043		52,043
Total assets	$	—	$	—	$	190,534	$	190,534

The valuation techniques used to measure fair value for the items in the table above are as follows:

• Net loans – This category consists of loans that were evaluated for impairment under FASB ASC Section 310-10-35 and have been classified as Level 3 assets. The amount shown is the balance of impaired loans, net of the related allowance for loan losses. See Note 5, "Loans and Allowance for Credit Losses," for additional details.

• Other financial assets – This category includes OREO ($12.0 million at September 30, 2016 and $11.1 million at December 31, 2015) and MSRs ($36.3 million at September 30, 2016 and $40.9 million at December 31, 2015), both classified as Level 3 assets.

Fair values for OREO were based on estimated selling prices less estimated selling costs for similar assets in active markets.

MSRs are initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation performed by a third-party valuation expert. Significant inputs to the valuation included expected net servicing income, the discount rate and the expected life of the underlying loans. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The weighted average annual constant prepayment rate and the weighted average discount rate used in the September 30, 2016 valuation were 14.4% and 10.1%, respectively. Management tests the reasonableness of the significant inputs to the third-party valuation in comparison to market data.

As required by FASB ASC Section 825-10-50, the following table details the book values and estimated fair values of the Corporation’s financial instruments as of September 30, 2016 and December 31, 2015. In addition, a general description of the methods and assumptions used to estimate such fair values is also provided.

	September 30, 2016				December 31, 2015
	Book Value		Estimated Fair Value		Book Value		Estimated Fair Value
	(in thousands)
FINANCIAL ASSETS
Cash and due from banks	$	86,497	$	86,497	$	101,120	$	101,120
Interest-bearing deposits with other banks	368,031		368,031		230,300		230,300
Federal Reserve Bank and Federal Home Loan Bank stock	60,935		60,935		62,216		62,216
Loans held for sale (1)	27,836		27,836		16,886		16,886
Available for sale investment securities (1)	2,508,068		2,508,068		2,484,773		2,484,773
Net Loans (1)	14,228,712		14,155,453		13,669,548		13,540,903
Accrued interest receivable	43,600		43,600		42,767		42,767
Other financial assets (1)	227,310		227,310		166,920		166,920
FINANCIAL LIABILITIES
Demand and savings deposits	$	12,148,162	$	12,148,162	$	11,267,367	$	11,267,367
Time deposits	2,804,317		2,824,653		2,864,950		2,862,868
Short-term borrowings	264,042		264,042		497,663		497,663
Accrued interest payable	13,645		13,645		10,724		10,724
Other financial liabilities (1)	263,489		263,489		190,927		190,927
Federal Home Loan Bank advances and long-term debt	965,286		986,323		949,542		959,315

(1) These financial instruments, or certain financial instruments in these categories, are measured at fair value on the Corporation’s consolidated balance sheets. Descriptions of the fair value determinations for these financial instruments are disclosed above.

Fair values of financial instruments are significantly affected by the assumptions used, principally the timing of future cash flows and discount rates. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily be realized in an immediate sale or settlement of the instrument. The aggregate fair value amounts presented do not necessarily represent management’s estimate of the underlying value of the Corporation.

For short-term financial instruments, defined as those with remaining maturities of 90 days or less, and excluding those recorded at fair value on the Corporation’s consolidated balance sheets, book value was considered to be a reasonable estimate of fair value.

The following instruments are predominantly short-term:

Assets	Liabilities
Cash and due from banks	Demand and savings deposits
Interest-bearing deposits with other banks	Short-term borrowings
Accrued interest receivable	Accrued interest payable

Federal Reserve Bank and Federal Home Loan Bank ("FHLB") stock represent restricted investments and are carried at cost on the consolidated balance sheets.

Fair values for loans and time deposits were estimated by discounting future cash flows using the current rates at which similar loans would be made to borrowers and similar deposits would be issued to customers for the same remaining maturities. Fair values estimated in this manner do not fully incorporate an exit price approach to fair value, as defined in FASB ASC Topic 820.

The fair values of FHLB advances and long-term debt were estimated by discounting the remaining contractual cash flows using a rate at which the Corporation could issue debt with similar remaining maturities as of the balance sheet date. These borrowings would be categorized in Level 2 liabilities under FASB ASC Topic 820.

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Basis of Presentation Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements of Fulton Financial Corporation (the "Corporation") have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as revenues and expenses during the period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The Corporation evaluates subsequent events through the date of filing of this Form 10-Q with the Securities and Exchange Commission ("SEC").

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASC Update 2014-09, "Revenue from Contracts with Customers." This standards update establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle prescribed by this standards update is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard applies to all contracts with customers, except those that are within the scope of other topics in the FASB ASC. The standard also requires significantly expanded disclosures about revenue recognition. During 2016, the FASB issued amendments to this standard (ASC Updates 2016-08, 2016-10, 2016-11 and 2016-12). These amendments provide further clarification to the standard. For public business entities, ASC Update 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. Early application is not permitted. For the Corporation, this standards update is effective with its March 31, 2018 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2014-09 on its consolidated financial statements.

In January 2016, the FASB issued ASC Update 2016-01, "Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." ASC Update 2016-01 provides guidance regarding the income statement impact of equity investments held by an entity and the recognition of changes in fair value of financial liabilities when the fair value option is elected. ASC Update 2016-01 is effective for public business entities' annual and interim reporting periods beginning after December 15, 2017, with earlier adoption permitted.The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2016-01 to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASC Update 2016-02, "Leases." This standards update states that a lessee should recognize the assets and liabilities that arise from all leases with a term greater than 12 months. The core principle requires the lessee to recognize a liability to make lease payments and a "right-of-use" asset. The accounting applied by the lessor is relatively unchanged.The standards update also requires expanded qualitative and quantitative disclosures. For public business entities, ASC Update 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. ASC Update 2016-02 mandates a modified retrospective transition for all entities. Early application is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2019 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-02 on its consolidated financial statements.

In March 2016, the FASB issued ASC Update 2016-09, "Stock Compensation: Improvements to Employee Share-Based Payment Accounting." The purpose of this standards update is to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liability, and classification on the statement of cash flows. ASC Update 2016-09 is effective for interim and annual reporting periods beginning after December 15, 2016. Early application is permitted. For the Corporation, this standards update is effective with its March 31, 2017 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-09 on its consolidated financial statements and does not expect the adoption of ASC Update 2016-09 to have a material impact on its consolidated financial statements.

In June 2016, the FASB issued ASC Update 2016-13, "Financial Instruments - Credit Losses." The new impairment model prescribed by this standards update is a single impairment model for all financial assets (i.e., loans and investments). The recognition of credit losses would be based on an entity’s current estimate of expected losses (referred to as the Current Expected Credit Loss model, or "CECL"), as opposed to recognition of losses only when they are probable (current practice). ASC Update 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2020 quarterly report on Form 10-Q. The Corporation is currently evaluating the impact of the adoption of ASC Update 2016-13 on its consolidated financial statements.

In August 2016, the FASB issued ASC Update 2016-15, "Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments." This standards update provides guidance regarding the presentation of certain cash receipts and cash payments in the statement of cash flows, addressing eight specific cash flow classification issues, in order to reduce existing diversity in practice. ASC Update 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. The Corporation intends to adopt this standards update effective with its March 31, 2018 quarterly report on Form 10-Q and does not expect the adoption of ASC Update 2016-15 to have a material impact on its consolidated financial statements.

Reclassifications

Reclassifications

Certain amounts in the 2015 consolidated financial statements and notes have been reclassified to conform to the 2016 presentation.

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Net Income Per Share (Tables)

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Reconciliation of Weighted Average Common Shares Outstanding

A reconciliation of weighted average shares outstanding used to calculate basic net income per share and diluted net income per share follows:

	Three months ended September 30		Nine months ended September 30
	2016	2015	2016	2015
	(in thousands)
Weighted average shares outstanding (basic)	173,020	174,338	173,248	176,399
Impact of common stock equivalents	1,044	1,004	1,017	1,029
Weighted average shares outstanding (diluted)	174,064	175,342	174,265	177,428

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Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income (Tables)

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Changes in other comprehensive income

The following table presents changes in other comprehensive income:

	Before-Tax Amount			Tax Effect			Net of Tax Amount
	(in thousands)
Three months ended September 30, 2016
Unrealized loss on securities	$	(5,505	)	$	1,925		$	(3,580	)
Reclassification adjustment for securities gains included in net income (1)	(2		)	1			(1		)
Amortization of unrealized loss on derivative financial instruments (2)	6			(2		)	4
Amortization of net unrecognized pension and postretirement items (3)	583			(204		)	379
Total Other Comprehensive Loss	$	(4,918	)	$	1,720		$	(3,198	)
Three months ended September 30, 2015
Unrealized gain on securities	$	12,088		$	(4,231	)	$	7,857
Reclassification adjustment for securities gains included in net income (1)	(1,730		)	606			(1,124		)
Reclassification adjustment for loss on derivative financial instruments included in net income (2)	3,778			(1,322		)	2,456
Amortization of unrealized loss on derivative financial instruments(2)	5			(2		)	3
Amortization of net unrecognized pension and postretirement items (3)	717			(251		)	466
Total Other Comprehensive Income	$	14,858		$	(5,200	)	$	9,658
Nine months ended September 30, 2016
Unrealized gain on securities	$	40,441		$	(14,156	)	$	26,285
Reclassification adjustment for securities gains included in net income (1)	(1,025		)	359			(666		)
Amortization of unrealized loss on derivative financial instruments (2)	18			(6		)	12
Amortization of net unrecognized pension and postretirement items (3)	1,349			(472		)	877
Total Other Comprehensive Income	$	40,783		$	(14,275	)	$	26,508
Nine months ended September 30, 2015
Unrealized gain on securities	$	8,987		$	(3,146	)	$	5,841
Reclassification adjustment for securities gains included in net income (1)	(8,290		)	2,902			(5,388		)
Reclassification adjustment for loss on derivative financial instruments included in net income (2)	3,778			(1,322		)	2,456
Non-credit related unrealized gains on other-than-temporarily impaired debt securities	192			(67		)	125
Amortization of unrealized loss on derivative financial instruments (2)	110			(39		)	71
Amortization of net unrecognized pension and postretirement items (3)	2,151			(753		)	1,398
Total Other Comprehensive Income	$	6,928		$	(2,425	)	$	4,503

(1) Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Investment securities gains, net" on the consolidated statements of income. See Note 4, "Investment Securities," for additional details.

(2) Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Interest expense" on the consolidated statements of income.

(3) Amounts reclassified out of accumulated other comprehensive income. Before-tax amounts included in "Salaries and employee benefits" on the consolidated statements of income. See Note 8, "Employee Benefit Plans," for additional details.

Changes in each component of accumulated other comprehensive income

The following table presents changes in each component of accumulated other comprehensive income, net of tax:

	Unrealized Gains (Losses) on Investment Securities Not Other-Than-Temporarily Impaired			Unrealized Non-Credit Gains (Losses) on Other-Than-Temporarily Impaired Debt Securities			Unrealized Effective Portions of Losses on Forward-Starting Interest Rate Swaps			Unrecognized Pension and Postretirement Plan Income (Costs)			Total
	(in thousands)
Three months ended September 30, 2016
Balance at June 30, 2016	$	22,701		$	458		$	(7	)	$	(15,463	)	$	7,689
Other comprehensive loss before reclassifications	(3,580		)	—			—			—			(3,580		)
Amounts reclassified from accumulated other comprehensive income (loss)	(1		)	—			4			379			382
Balance at September 30, 2016	$	19,120		$	458		$	(3	)	$	(15,084	)	$	4,491
Three months ended September 30, 2015
Balance at June 30, 2015	$	830		$	344		$	(2,478	)	$	(21,573	)	$	(22,877	)
Other comprehensive income before reclassifications	7,857			—			—			—			7,857
Amounts reclassified from accumulated other comprehensive income (loss)	(1,124		)	—			3			466			(655		)
Reclassification adjustment for loss on derivative financial instruments included in net income	—			—			2,456			—			2,456
Balance at September 30, 2015	$	7,563		$	344		$	(19	)	$	(21,107	)	$	(13,219	)
Nine months ended September 30, 2016
Balance at December 31, 2015	$	(6,499	)	$	458		$	(15	)	$	(15,961	)	$	(22,017	)
Other comprehensive income before reclassifications	26,285			—			—			—			26,285
Amounts reclassified from accumulated other comprehensive income (loss)	(666		)	—			12			877			223
Balance at September 30, 2016	$	19,120		$	458		$	(3	)	$	(15,084	)	$	4,491
Nine months ended September 30, 2015
Balance at December 31, 2014	$	5,980		$	1,349		$	(2,546	)	$	(22,505	)	$	(17,722	)
Other comprehensive income before reclassifications	5,841			125			—			—			5,966
Amounts reclassified from accumulated other comprehensive income (loss)	(4,258		)	(1,130		)	71			1,398			(3,919		)
Reclassification adjustment for loss on derivative financial instruments included in net income	—			—			2,456			—			2,456
Balance at September 30, 2015	$	7,563		$	344		$	(19	)	$	(21,107	)	$	(13,219	)

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Investment Securities (Tables)

9 Months Ended

Sep. 30, 2016

Investments, Debt and Equity Securities [Abstract]

Schedule of Amortized Cost and Fair Values of Investment Securities

The following table presents the amortized cost and estimated fair values of investment securities, which were all classified as available for sale:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)
September 30, 2016
U.S. Government sponsored agency securities	$	137	$	3	$	—		$	140
State and municipal securities	394,162		8,145		(735		)	401,572
Corporate debt securities	109,495		3,096		(5,350		)	107,241
Collateralized mortgage obligations	651,060		4,070		(2,771		)	652,359
Mortgage-backed securities	1,201,771		24,790		(14		)	1,226,547
Auction rate securities	107,107		—		(9,381		)	97,726
Total debt securities	2,463,732		40,104		(18,251		)	2,485,585
Equity securities	14,206		8,277		—			22,483
Total	$	2,477,938	$	48,381	$	(18,251	)	$	2,508,068

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)
December 31, 2015
U.S. Government sponsored agency securities	$	25,154	$	35	$	(53	)	$	25,136
State and municipal securities	256,746		6,019		—			262,765
Corporate debt securities	100,336		2,695		(6,076		)	96,955
Collateralized mortgage obligations	835,439		3,042		(16,972		)	821,509
Mortgage-backed securities	1,154,935		10,104		(6,204		)	1,158,835
Auction rate securities	106,772		—		(8,713		)	98,059
Total debt securities	2,479,382		21,895		(38,018		)	2,463,259
Equity securities	14,677		6,845		(8		)	21,514
Total	$	2,494,059	$	28,740	$	(38,026	)	$	2,484,773

Schedule of Amortized Cost and Fair Values of Debt Securities by Contractual Maturities

The amortized cost and estimated fair values of debt securities as of September 30, 2016, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities as certain investment securities are subject to call or prepayment with or without call or prepayment penalties.

		Amortized Cost		Estimated Fair Value
	(in thousands)
Due in one year or less		$	50,521	$	51,020
Due from one year to five years		34,278		35,356
Due from five years to ten years		96,172		99,187
Due after ten years		429,930		421,116
		610,901		606,679
Collateralized mortgage obligations		651,060		652,359
Mortgage-backed securities		1,201,771		1,226,547
Total debt securities		$	2,463,732	$	2,485,585

Summary of Gains and Losses from Equity and Debt Securities, and Losses Recognized from Other-than-Temporary Impairment

The following table presents information related to the gross realized gains and losses on the sales of equity and debt securities:

	Gross Realized Gains		Gross Realized Losses			Net Gains (Losses)
Three months ended September 30, 2016	(in thousands)
Equity securities	$	2	$	—		$	2
Debt securities	—		—			—
Total	$	2	$	—		$	2
Three months ended September 30, 2015
Equity securities	$	1,730	$	—		$	1,730
Debt securities	—		—			—
Total	$	1,730	$	—		$	1,730
Nine months ended September 30, 2016
Equity securities	$	739	$	(10	)	$	729
Debt securities	322		(26		)	296
Total	$	1,061	$	(36	)	$	1,025
Nine months ended September 30, 2015
Equity securities	$	5,990	$	—		$	5,990
Debt securities	2,300		—			2,300
Total	$	8,290	$	—		$	8,290

Summary Of Other Than Temporary Impairment Charges Recorded In Statement Of Operations [Table Text Block]

The following table presents a summary of the cumulative credit related other-than-temporary impairment charges, recognized as components of earnings, for debt securities held by the Corporation at September 30, 2016 and 2015:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Balance of cumulative credit losses on debt securities, beginning of period	$	(11,510	)	$	(11,510	)	$	(11,510	)	$	(16,242	)
Reductions for securities sold during the period	—			—			—			4,730
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security	—			—			—			2
Balance of cumulative credit losses on debt securities, end of period	$	(11,510	)	$	(11,510	)	$	(11,510	)	$	(11,510	)

Gross Unrealized Losses and Fair Values of Investments by Category and Length of Time in Continuous Unrealized Loss Position

The following table presents the gross unrealized losses and estimated fair values of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2016:

	Less than 12 months					12 months or longer					Total
	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
	(in thousands)
State and municipal securities	$	91,790	$	(735	)	$	—	$	—		$	91,790	$	(735	)
Corporate debt securities	4,000		(35		)	33,766		(5,315		)	37,766		(5,350		)
Collateralized mortgage obligations	124,739		(376		)	266,062		(2,395		)	390,801		(2,771		)
Mortgage-backed securities	6,171		(14		)	—		—			6,171		(14		)
Auction rate securities	—		—			97,726		(9,381		)	97,726		(9,381		)
Total debt securities	226,700		(1,160		)	397,554		(17,091		)	624,254		(18,251		)
Equity securities	—		—			—		—			—		—
Total	$	226,700	$	(1,160	)	$	397,554	$	(17,091	)	$	624,254	$	(18,251	)

Summary of Amortized Cost and Fair Values of Corporate Debt Securities

The following table presents the amortized cost and estimated fair value of corporate debt securities:

	September 30, 2016				December 31, 2015
	Amortized cost		Estimated fair value		Amortized cost		Estimated fair value
	(in thousands)
Single-issuer trust preferred securities	$	43,720	$	39,253	$	44,648	$	39,106
Subordinated debt	43,715		44,660		39,610		40,779
Senior debt	18,039		18,601		12,043		12,329
Pooled trust preferred securities	—		706		—		706
Corporate debt securities issued by financial institutions	105,474		103,220		96,301		92,920
Other corporate debt securities	4,021		4,021		4,035		4,035
Available for sale corporate debt securities	$	109,495	$	107,241	$	100,336	$	96,955

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Loans and Allowance for Credit Losses (Tables)

9 Months Ended

Sep. 30, 2016

Receivables [Abstract]

Summary of Gross Loans by Type

Loans, net of unearned income are summarized as follows:

	September 30, 2016			December 31, 2015
	(in thousands)
Real-estate - commercial mortgage	$	5,818,915		$	5,462,330
Commercial - industrial, financial and agricultural	4,024,119			4,088,962
Real-estate - home equity	1,640,421			1,684,439
Real-estate - residential mortgage	1,542,696			1,376,160
Real-estate - construction	861,634			799,988
Consumer	283,673			268,588
Leasing and other	235,793			170,914
Overdrafts	2,320			2,737
Loans, gross of unearned income	14,409,571			13,854,118
Unearned income	(18,333		)	(15,516		)
Loans, net of unearned income	$	14,391,238		$	13,838,602

Schedule of Allowance for Credit Losses

The following table presents the components of the allowance for credit losses:

	September 30, 2016		December 31, 2015
	(in thousands)
Allowance for loan losses	$	162,526	$	169,054
Reserve for unfunded lending commitments	2,643		2,358
Allowance for credit losses	$	165,169	$	171,412

Activity in the Allowance for Credit Losses

The following table presents the activity in the allowance for credit losses:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Balance at beginning of period	$	165,108		$	169,453		$	171,412		$	185,931
Loans charged off	(7,672		)	(5,561		)	(29,573		)	(26,697		)
Recoveries of loans previously charged off	3,592			4,503			15,148			10,661
Net loans charged off	(4,080		)	(1,058		)	(14,425		)	(16,036		)
Provision for credit losses	4,141			1,000			8,182			(500		)
Balance at end of period	$	165,169		$	169,395		$	165,169		$	169,395

The following table presents the activity in the allowance for loan losses by portfolio segment:

	Real Estate - Commercial Mortgage			Commercial - Industrial, Financial and Agricultural			Real Estate - Home Equity			Real Estate - Residential Mortgage			Real Estate - Construction			Consumer			Leasing, other and overdrafts			Unallocated			Total
	(in thousands)
Three months ended September 30, 2016
Balance at June 30, 2016	$	43,740		$	51,755		$	26,170		$	21,226		$	5,772		$	2,984		$	2,518		$	8,381		$	162,546
Loans charged off	(1,350		)	(3,144		)	(709		)	(802		)	(150		)	(685		)	(832		)	—			(7,672		)
Recoveries of loans previously charged off	296			1,539			241			228			898			222			168			—			3,592
Net loans charged off	(1,054		)	(1,605		)	(468		)	(574		)	748			(463		)	(664		)	—			(4,080		)
Provision for loan losses (1)	3,171			(1,871		)	1,419			1,452			23			852			1,075			(2,061		)	4,060
Balance at September 30, 2016	$	45,857		$	48,279		$	27,121		$	22,104		$	6,543		$	3,373		$	2,929		$	6,320		$	162,526
Three months ended September 30, 2015
Balance at June 30, 2015	$	50,680		$	49,170		$	22,506		$	22,787		$	7,749		$	2,608		$	1,615		$	10,370		$	167,485
Loans charged off	(660		)	(1,640		)	(940		)	(1,035		)	(114		)	(650		)	(522		)	—			(5,561		)
Recoveries of loans previously charged off	842			1,598			304			201			898			314			346			—			4,503
Net loans charged off	182			(42		)	(636		)	(834		)	784			(336		)	(176		)	—			(1,058		)
Provision for loan losses (1)	825			(405		)	180			(609		)	(964		)	282			223			1,177			709
Balance at September 30, 2015	$	51,687		$	48,723		$	22,050		$	21,344		$	7,569		$	2,554		$	1,662		$	11,547		$	167,136
Nine months ended September 30, 2016
Balance at December 31, 2015	$	47,866		$	57,098		$	22,405		$	21,375		$	6,529		$	2,585		$	2,468		$	8,728		$	169,054
Loans charged off	(3,406		)	(13,957		)	(3,295		)	(2,210		)	(1,218		)	(2,261		)	(3,226		)	—			(29,573		)
Recoveries of loans previously charged off	2,488			6,789			929			784			2,844			957			357			—			15,148
Net loans charged off	(918		)	(7,168		)	(2,366		)	(1,426		)	1,626			(1,304		)	(2,869		)	—			(14,425		)
Provision for loan losses (1)	(1,091		)	(1,651		)	7,082			2,155			(1,612		)	2,092			3,330			(2,408		)	7,897
Balance at September 30, 2016	$	45,857		$	48,279		$	27,121		$	22,104		$	6,543		$	3,373		$	2,929		$	6,320		$	162,526
Nine months ended September 30, 2015
Balance at December 31, 2014	$	53,493		$	51,378		$	28,271		$	29,072		$	9,756		$	3,015		$	1,799		$	7,360		$	184,144
Loans charged off	(3,011		)	(14,669		)	(2,578		)	(3,099		)	(201		)	(1,787		)	(1,352		)	—			(26,697		)
Recoveries of loans previously charged off	1,729			3,855			744			547			2,276			923			587			—			10,661
Net loans charged off	(1,282		)	(10,814		)	(1,834		)	(2,552		)	2,075			(864		)	(765		)	—			(16,036		)
Provision for loan losses (1)	(524		)	8,159			(4,387		)	(5,176		)	(4,262		)	403			628			4,187			(972		)
Balance at September 30, 2015	$	51,687		$	48,723		$	22,050		$	21,344		$	7,569		$	2,554		$	1,662		$	11,547		$	167,136

(1) The provision for loan losses excluded an $81,000 and $285,000 increase, respectively, in the reserve for unfunded lending commitments for the three and nine months ended September 30, 2016 and a $291,000 and $472,000 increase, respectively, in the reserve for unfunded lending commitments for the three and nine months ended September 30, 2015. The total provision for credit losses, comprised of allocations for both funded and unfunded loans, was $4.1 million and $8.2 million for the three and nine months ended September 30, 2016, respectively, and $1.0 million and a negative $500,000 for thethree and nine months ended September 30, 2015.

The following table presents loans, net of unearned income and their related allowance for loan losses, by portfolio segment:

	Real Estate - Commercial Mortgage		Commercial - Industrial, Financial and Agricultural		Real Estate - Home Equity		Real Estate - Residential Mortgage		Real Estate - Construction		Consumer		Leasing, other and overdrafts		Unallocated		Total
	(in thousands)
Allowance for loan losses at September 30, 2016:
Measured for impairment under FASB ASC Subtopic 450-20	$	36,151	$	38,858	$	17,828	$	10,410	$	4,422	$	3,346	$	2,929	$	6,320	$	120,264
Evaluated for impairment under FASB ASC Section 310-10-35	9,706		9,421		9,293		11,694		2,121		27		—		N/A		42,262
	$	45,857	$	48,279	$	27,121	$	22,104	$	6,543	$	3,373	$	2,929	$	6,320	$	162,526
Loans, net of unearned income at September 30, 2016:
Measured for impairment under FASB ASC Subtopic 450-20	$	5,763,863	$	3,972,461	$	1,621,731	$	1,496,461	$	850,315	$	283,633	$	219,780	N/A		$	14,208,244
Evaluated for impairment under FASB ASC Section 310-10-35	55,052		51,658		18,690		46,235		11,319		40		—		N/A		182,994
	$	5,818,915	$	4,024,119	$	1,640,421	$	1,542,696	$	861,634	$	283,673	$	219,780	N/A		$	14,391,238
Allowance for loan losses at September 30, 2015:
Measured for impairment under FASB ASC Subtopic 450-20	$	38,490	$	36,002	$	14,867	$	7,921	$	5,119	$	2,535	$	1,662	$	11,547	$	118,143
Evaluated for impairment under FASB ASC Section 310-10-35	13,197		12,721		7,183		13,423		2,450		19		—		N/A		48,993
	$	51,687	$	48,723	$	22,050	$	21,344	$	7,569	$	2,554	$	1,662	$	11,547	$	167,136
Loans, net of unearned income at September 30, 2015:
Measured for impairment under FASB ASC Subtopic 450-20	$	5,273,819	$	3,885,956	$	1,679,471	$	1,330,778	$	750,629	$	271,667	$	149,530	N/A		$	13,341,850
Evaluated for impairment under FASB ASC Section 310-10-35	66,109		43,952		14,178		51,307		18,936		29		—		N/A		194,511
	$	5,339,928	$	3,929,908	$	1,693,649	$	1,382,085	$	769,565	$	271,696	$	149,530	N/A		$	13,536,361

N/A - Not applicable

Total Impaired Loans by Class Segment

The following table presents total impaired loans by class segment:

	September 30, 2016						December 31, 2015
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Unpaid Principal Balance		Recorded Investment		Related Allowance
	(in thousands)
With no related allowance recorded:
Real estate - commercial mortgage	$	30,913	$	27,594	$	—	$	27,872	$	22,596	$	—
Commercial - secured	33,225		29,535		—		18,012		13,702		—
Real estate - residential mortgage	6,312		6,131		—		4,790		4,790		—
Construction - commercial residential	6,393		4,923		—		9,916		8,865		—
	76,843		68,183				60,590		49,953
With a related allowance recorded:
Real estate - commercial mortgage	37,212		27,458		9,706		45,189		35,698		12,471
Commercial - secured	26,900		21,192		8,906		39,659		33,629		14,085
Commercial - unsecured	1,228		931		515		971		821		498
Real estate - home equity	23,580		18,690		9,293		20,347		15,766		7,993
Real estate - residential mortgage	47,746		40,104		11,694		55,242		45,635		13,422
Construction - commercial residential	8,053		4,850		1,560		9,949		6,290		2,110
Construction - commercial	687		450		145		820		638		217
Construction - other	1,096		1,096		416		331		193		68
Consumer - direct	21		21		15		19		19		14
Consumer - indirect	19		19		12		14		14		8
Leasing, other and overdrafts	—		—		—		1,658		1,425		704
	146,542		114,811		42,262		174,199		140,128		51,590
Total	$	223,385	$	182,994	$	42,262	$	234,789	$	190,081	$	51,590

As of September 30, 2016 and December 31, 2015, there were $68.2 million and $50.0 million, respectively, of impaired loans that did not have a related allowance for loan loss. The estimated fair values of the collateral securing these loans exceeded their carrying amount, or they were previously charged down to realizable collateral values. Accordingly, no specific valuation allowance was considered to be necessary.

The following table presents average impaired loans by class segment:

	Three months ended September 30								Nine months ended September 30
	2016				2015				2016				2015
	Average Recorded Investment		Interest Income (1)		Average Recorded Investment		Interest Income (1)		Average Recorded Investment		Interest Income (1)		Average Recorded Investment		Interest Income (1)
	(in thousands)
With no related allowance recorded:
Real estate - commercial mortgage	$	25,048	$	78	$	25,216	$	68	$	23,929	$	219	$	26,033	246
Commercial - secured	23,836		32		17,609		28		18,400		68		16,142		74
Commercial - unsecured	—		—		43		—		—		—		22		—
Real estate - residential mortgage	6,151		33		6,212		34		5,826		96		5,539		94
Construction - commercial residential	5,734		10		10,558		28		6,658		45		12,390		124
Construction - commercial	—		—		1,150		—		—		—		1,144		—
	60,769		153		60,788		158		54,813		428		61,270		538
With a related allowance recorded:
Real estate - commercial mortgage	29,139		91		40,572		110		32,310		303		40,116		368
Commercial - secured	21,688		29		22,386		36		26,665		100		23,668		111
Commercial - unsecured	953		1		2,788		1		903		3		1,981		4
Real estate - home equity	18,283		76		13,728		37		17,589		203		13,417		101
Real estate - residential mortgage	40,913		221		46,039		254		42,399		683		46,406		797
Construction - commercial residential	4,947		8		5,746		15		5,568		37		6,496		64
Construction - commercial	476		—		1,210		—		546		—		1,005		—
Construction - other	756		—		281		—		579		—		281		—
Consumer - direct	19		—		15		—		17		1		18		—
Consumer - indirect	11		—		15		—		14		—		17		—
Leasing, other and overdrafts	—		—		—		—		712		—		—		—
	117,185		426		132,780		453		127,302		1,330		133,405		1,445
Total	$	177,954	$	579	$	193,568	$	611	$	182,115	$	1,758	$	194,675	1,983

(1) All impaired loans, excluding accruing TDRs, were non-accrual loans. Interest income recognized for the three and nine months ended September 30, 2016 and 2015 represents amounts earned on accruing TDRs.

Financing Receivable Credit Quality Indicators

The following table presents a summary of performing, delinquency and non-performing status for home equity, real estate - residential mortgages, construction loans to individuals and consumer, leasing and other loans by class segment:

	Performing						Delinquent (1)						Non-performing (2)						Total
	September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015
	(dollars in thousands)
Real estate - home equity	$	1,615,657		$	1,660,773		$	10,504		$	8,983		$	14,260		$	14,683		$	1,640,421		$	1,684,439
Real estate - residential mortgage	1,501,486			1,329,371			17,759			18,305			23,451			28,484			1,542,696			1,376,160
Construction - other	61,738			59,997			—			88			1,096			609			62,834			60,694
Consumer - direct	91,164			94,262			1,675			2,254			1,943			2,203			94,782			98,719
Consumer - indirect	185,873			166,823			2,795			2,809			223			237			188,891			169,869
Total consumer	277,037			261,085			4,470			5,063			2,166			2,440			283,673			268,588
Leasing	218,275			155,870			1,454			759			51			1,506			219,780			158,135
	$	3,674,193		$	3,467,096		$	34,187		$	33,198		$	41,024		$	47,722		$	3,749,404		$	3,548,016
% of Total	98.0		%	97.7		%	0.9		%	1.0		%	1.1		%	1.3		%	100.0		%	100.0		%

(1) Includes all accruing loans 30 days to 89 days past due.

(2) Includes all accruing loans 90 days or more past due and all non-accrual loans.

The following table presents internal credit risk ratings for real estate - commercial mortgages, commercial - secured loans, commercial - unsecured loans, construction - commercial residential loans and construction - commercial loans:

	Pass						Special Mention						Substandard or Lower						Total
	September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015
	(dollars in thousands)
Real estate - commercial mortgage	$	5,555,760		$	5,204,263		$	131,941		$	102,625		$	131,214		$	155,442		$	5,818,915		$	5,462,330
Commercial - secured	3,648,221			3,696,692			106,701			92,711			121,611			136,710			3,876,533			3,926,113
Commercial - unsecured	139,673			156,742			5,009			2,761			2,904			3,346			147,586			162,849
Total commercial - industrial, financial and agricultural	3,787,894			3,853,434			111,710			95,472			124,515			140,056			4,024,119			4,088,962
Construction - commercial residential	131,875			140,337			15,853			17,154			14,180			21,812			161,908			179,303
Construction - commercial	629,314			552,710			2,530			3,684			5,048			3,597			636,892			559,991
Total construction (excluding Construction - other)	761,189			693,047			18,383			20,838			19,228			25,409			798,800			739,294
	$	10,104,843		$	9,750,744		$	262,034		$	218,935		$	274,957		$	320,907		$	10,641,834		$	10,290,586
% of Total	95.0		%	94.8		%	2.4		%	2.1		%	2.6		%	3.1		%	100.0		%	100.0		%

Non-Performing Assets

The following table presents non-performing assets:

	September 30, 2016		December 31, 2015
	(in thousands)
Non-accrual loans	$	124,017	$	129,523
Loans 90 days or more past due and still accruing	14,095		15,291
Total non-performing loans	138,112		144,814
Other real estate owned (OREO)	11,981		11,099
Total non-performing assets	$	150,093	$	155,913

Past due Loan Status and Non-Accrual Loans by Portfolio Segment

The following table presents past due status and non-accrual loans by portfolio segment and class segment:

	September 30, 2016
	30-59 Days Past Due		60-89 Days Past Due		≥ 90 Days Past Due and Accruing		Non- accrual		Total ≥ 90 Days		Total Past Due		Current		Total
	(in thousands)
Real estate - commercial mortgage	$	9,268	$	1,447	$	664	$	38,967	$	39,631	$	50,346	$	5,768,569	$	5,818,915
Commercial - secured	8,369		3,622		3,023		43,304		46,327		58,318		3,818,215		3,876,533
Commercial - unsecured	234		53		137		866		1,003		1,290		146,296		147,586
Total commercial - industrial, financial and agricultural	8,603		3,675		3,160		44,170		47,330		59,608		3,964,511		4,024,119
Real estate - home equity	6,016		4,488		3,237		11,023		14,260		24,764		1,615,657		1,640,421
Real estate - residential mortgage	12,920		4,839		4,070		19,381		23,451		41,210		1,501,486		1,542,696
Construction - commercial residential	2,004		629		72		8,930		9,002		11,635		150,273		161,908
Construction - commercial	—		9		675		450		1,125		1,134		635,758		636,892
Construction - other	—		—		—		1,096		1,096		1,096		61,738		62,834
Total real estate - construction	2,004		638		747		10,476		11,223		13,865		847,769		861,634
Consumer - direct	1,147		528		1,943		—		1,943		3,618		91,164		94,782
Consumer - indirect	2,466		329		223		—		223		3,018		185,873		188,891
Total consumer	3,613		857		2,166		—		2,166		6,636		277,037		283,673
Leasing, other and overdrafts	998		456		51		—		51		1,505		218,275		219,780
Total	$	43,422	$	16,400	$	14,095	$	124,017	$	138,112	$	197,934	$	14,193,304	$	14,391,238

	December 31, 2015
	30-59 Days Past Due		60-89 Days Past Due		≥ 90 Days Past Due and Accruing		Non- accrual		Total ≥ 90 Days		Total Past Due		Current		Total
	(in thousands)
Real estate - commercial mortgage	$	6,469	$	1,312	$	439	$	40,731	$	41,170	$	48,951	$	5,413,379	$	5,462,330
Commercial - secured	5,654		2,615		1,853		41,498		43,351		51,620		3,874,493		3,926,113
Commercial - unsecured	510		83		19		701		720		1,313		161,536		162,849
Total commercial - industrial, financial and agricultural	6,164		2,698		1,872		42,199		44,071		52,933		4,036,029		4,088,962
Real estate - home equity	6,438		2,545		3,473		11,210		14,683		23,666		1,660,773		1,684,439
Real estate - residential mortgage	15,141		3,164		6,570		21,914		28,484		46,789		1,329,371		1,376,160
Construction - commercial residential	1,366		494		—		11,213		11,213		13,073		166,230		179,303
Construction - commercial	50		176		—		638		638		864		559,127		559,991
Construction - other	88		—		416		193		609		697		59,997		60,694
Total real estate - construction	1,504		670		416		12,044		12,460		14,634		785,354		799,988
Consumer - direct	1,687		567		2,203		—		2,203		4,457		94,262		98,719
Consumer - indirect	2,308		501		237		—		237		3,046		166,823		169,869
Total consumer	3,995		1,068		2,440		—		2,440		7,503		261,085		268,588
Leasing, other and overdrafts	483		276		81		1,425		1,506		2,265		155,870		158,135
Total	$	40,194	$	11,733	$	15,291	$	129,523	$	144,814	$	196,741	$	13,641,861	$	13,838,602

Troubled Debt Restructurings on Financing Receivables

The following table presents TDRs, by class segment:

	September 30, 2016		December 31, 2015
	(in thousands)
Real-estate - residential mortgage	$	26,854	$	28,511
Real-estate - commercial mortgage	16,085		17,563
Real estate - home equity	7,668		4,556
Commercial - secured	7,422		5,833
Construction - commercial residential	843		3,942
Commercial - unsecured	66		120
Consumer - indirect	20		14
Consumer - direct	19		19
Total accruing TDRs	58,977		60,558
Non-accrual TDRs (1)	27,904		31,035
Total TDRs	$	86,881	$	91,593

(1) Included in non-accrual loans in the preceding table detailing non-performing assets

Loan Terms Modified Under Troubled Debt Restructurings

The following table presents TDRs, by class segment, as of September 30, 2016 and 2015, that were modified in the previous 12 months and had a post-modification payment default during the nine months ended September 30, 2016 and 2015. The Corporation defines a payment default as a single missed payment.

	2016			2015
	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
	(dollars in thousands)
Commercial - secured	6	$	2,593	6	$	3,855
Commercial - unsecured	1	26		—	—
Real estate - commercial mortgage	2	129		2	233
Real estate - home equity	29	1,902		9	459
Real estate - residential mortgage	7	1,395		4	500
Total	45	$	6,045	21	$	5,047

The following table presents TDRs, by class segment as of September 30, 2016 and 2015, that were modified during the three and nine months ended September 30, 2016 and 2015:

		Three months ended September 30						Nine months ended September 30
		2016			2015			2016			2015
		Number of Loans	Post-Modification Recorded Investment		Number of Loans	Post-Modification Recorded Investment		Number of Loans	Post-Modification Recorded Investment		Number of Loans	Post-Modification Recorded Investment
		(dollars in thousands)
Commercial – secured:
	Extend maturity with rate concession	—	$	—	2	$	1,374	—	$	—	2	$	1,374
	Extend maturity without rate concession	4	1,826		1	6		10	3,801		12	7,830
Commercial – unsecured:
	Extend maturity without rate concession	—	—		—	—		2	103		1	42
Real estate - commercial mortgage:
	Extend maturity with rate concession	—	—		2	188		—	—		2	188
	Extend maturity without rate concession	—	—		—	—		—	—		4	2,626
Real estate - home equity:
	Extend maturity without rate concession	24	1,063		5	341		63	3,058		5	341
	Bankruptcy	11	563		9	221		33	2,279		34	1,452
Real estate – residential mortgage:
	Extend maturity with rate concession	—	—		1	171		—	—		2	276
	Extend maturity without rate concession	—	—		—	—		2	315		2	225
	Bankruptcy	2	350		1	58		3	723		6	795
Construction - commercial residential:
	Extend maturity without rate concession	—	—		—	—		—	—		1	889
Consumer - direct:
	Bankruptcy	—	—		—	—		1	2		—	—
Consumer - indirect:
	Bankruptcy	1	21		—	—		1	21		1	13
Total		42	$	3,823	21	$	2,359	115	$	10,302	72	$	16,051

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Mortgage Servicing Rights (Tables)

9 Months Ended

Sep. 30, 2016

Transfers and Servicing [Abstract]

Summary of Changes in Mortgage Servicing Rights

The following table summarizes the changes in mortgage servicing rights ("MSRs"), which are included in other assets on the consolidated balance sheets:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Amortized cost:
Balance at beginning of period	$	39,874		$	41,598		$	40,944		$	42,148
Originations of mortgage servicing rights	1,499			1,463			3,927			4,976
Amortization	(2,064		)	(1,829		)	(5,562		)	(5,892		)
Balance at end of period	$	39,309		$	41,232		$	39,309		$	41,232
Valuation allowance:
Balance at beginning of period	$	(1,721	)	$	—		$	—		$	—
Additions	(1,280		)	—			(3,001		)	—
Balance at end of period	$	(3,001	)	$	—		$	(3,001	)	$	—
Net MSRs at end of period	$	36,308		$	41,232		$	36,308		$	41,232

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Compensation Expense and Related Tax Benefits

The following table presents compensation expense and the related tax benefits for equity awards recognized in the consolidated statements of income:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Stock-based compensation expense	$	1,552		$	1,533		$	4,808		$	4,371
Tax benefit	(536		)	(489		)	(1,611		)	(1,403		)
Stock-based compensation expense, net of tax	$	1,016		$	1,044		$	3,197		$	2,968

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Employee Benefit Plans (Tables)

9 Months Ended

Sep. 30, 2016

Compensation and Retirement Disclosure [Abstract]

Schedule of Defined Benefit Plans Disclosures

The net periodic benefit cost for the Corporation’s Pension Plan consisted of the following components:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Service cost (1)	$	172		$	145		$	516		$	435
Interest cost	880			851			2,640			2,553
Expected return on plan assets	(580		)	(752		)	(1,739		)	(2,256		)
Net amortization and deferral	605			782			1,815			2,346
Net periodic benefit cost	$	1,077		$	1,026		$	3,232		$	3,078

(1) Service cost was related to administrative costs associated with the plan and was not due to the accrual of additional participant benefits.

The net periodic cost (benefit) of the Corporation’s Postretirement Plan consisted of the following components:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Interest cost	21			52			64			156
Expected return on plan assets	—			—			(1		)	—
Net accretion and deferral	(138		)	(65		)	(413		)	(195		)
Net periodic benefit	$	(117	)	$	(13	)	$	(350	)	$	(39	)

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Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Notional Amounts and Fair Values of Derivative Financial Instruments

The following table presents a summary of the notional amounts and fair values of derivative financial instruments:

	September 30, 2016					December 31, 2015
	Notional Amount		Asset (Liability) Fair Value			Notional Amount		Asset (Liability) Fair Value
	(in thousands)
Interest Rate Locks with Customers
Positive fair values	$	188,543	$	3,199		$	87,781	$	1,291
Negative fair values	611		(2		)	267		(16		)
Net interest rate locks with customers			3,197					1,275
Forward Commitments
Positive fair values	22,037		5			69,045		205
Negative fair values	137,181		(866		)	16,193		(24		)
Net forward commitments			(861		)			181
Interest Rate Swaps with Customers
Positive fair values	1,307,072		80,930			846,490		32,915
Negative fair values	8,000		(18		)	8,757		(55		)
Net interest rate swaps with customers			80,912					32,860
Interest Rate Swaps with Dealer Counterparties
Positive fair values	8,000		18			8,757		55
Negative fair values	1,307,072		(80,930		)	846,490		(32,915		)
Net interest rate swaps with dealer counterparties			(80,912		)			(32,860		)
Foreign Exchange Contracts with Customers
Positive fair values	10,904		464			4,897		114
Negative fair values	1,763		(32		)	8,050		(184		)
Net foreign exchange contracts with customers			432					(70		)
Foreign Exchange Contracts with Correspondent Banks
Positive fair values	5,619		59			9,728		428
Negative fair values	7,376		(391		)	6,899		(147		)
Net foreign exchange contracts with correspondent banks			(332		)			281
Net derivative fair value asset			$	2,436				$	1,667

Summary of Fair Value Gains and Losses on Derivative Financial Instruments

The following table presents a summary of the fair value gains (losses) on derivative financial instruments:

	Three months ended September 30						Nine months ended September 30
	2016			2015			2016			2015
	(in thousands)
Interest rate locks with customers	$	178		$	1,041		$	1,922		$	876
Forward commitments	970			(3,183		)	(1,042		)	(338		)
Interest rate swaps with customers	(1,948		)	18,266			48,052			17,831
Interest rate swaps with dealer counterparties	1,948			(18,266		)	(48,052		)	(17,831		)
Foreign exchange contracts with customers	47			(197		)	502			(378		)
Foreign exchange contracts with correspondent banks	(266		)	323			(613		)	710
Net fair value gains (losses) on derivative financial instruments	$	929		$	(2,016	)	$	769		$	870

Summary of Corporation's Mortgage Loans Held for Sale

The following table presents a summary of the Corporation’s mortgage loans held for sale:

	September 30, 2016		December 31, 2015
	(in thousands)
Cost	$	27,030	$	16,584
Fair value	27,836		16,886

Summary of Offsetting Derivative Assets

The following table presents the Corporation's financial instruments that are eligible for offset, and the effects of offsetting, on the consolidated balance sheets:

	Gross Amounts		Gross Amounts Not Offset
	Recognized		on the Consolidated
	on the		Balance Sheets
	Consolidated		Financial			Cash			Net
	Balance Sheets		Instruments(1)			Collateral (2)			Amount
	(in thousands)
September 30, 2016
Interest rate swap derivative assets	$	80,948	$	(18	)	$	—		$	80,930
Foreign exchange derivative assets with correspondent banks	59		(59		)	—			—
Total	$	81,007	$	(77	)	$	—		$	80,930
Interest rate swap derivative liabilities	$	80,948	$	(18	)	$	(80,930	)	$	—
Foreign exchange derivative liabilities with correspondent banks	391		(59		)	(260		)	72
Total	$	81,339	$	(77	)	$	(81,190	)	$	72
December 31, 2015
Interest rate swap derivative assets	$	32,970	$	(55	)	$	—		$	32,915
Foreign exchange derivative assets with correspondent banks	428		(147		)	—			281
Total	$	33,398	$	(202	)	$	—		$	33,196
Interest rate swap derivative liabilities	$	32,970	$	(55	)	$	(31,130	)	$	1,785
Foreign exchange derivative liabilities with correspondent banks	147		(147		)	—			—
Total	$	33,117	$	(202	)	$	(31,130	)	$	1,785

(1) For derivative assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default. For derivative liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.

(2) Amounts represent collateral received from the counterparty or posted by the Corporation.

Summary of Offsetting Derivative Liabilities

The following table presents the Corporation's financial instruments that are eligible for offset, and the effects of offsetting, on the consolidated balance sheets:

	Gross Amounts		Gross Amounts Not Offset
	Recognized		on the Consolidated
	on the		Balance Sheets
	Consolidated		Financial			Cash			Net
	Balance Sheets		Instruments(1)			Collateral (2)			Amount
	(in thousands)
September 30, 2016
Interest rate swap derivative assets	$	80,948	$	(18	)	$	—		$	80,930
Foreign exchange derivative assets with correspondent banks	59		(59		)	—			—
Total	$	81,007	$	(77	)	$	—		$	80,930
Interest rate swap derivative liabilities	$	80,948	$	(18	)	$	(80,930	)	$	—
Foreign exchange derivative liabilities with correspondent banks	391		(59		)	(260		)	72
Total	$	81,339	$	(77	)	$	(81,190	)	$	72
December 31, 2015
Interest rate swap derivative assets	$	32,970	$	(55	)	$	—		$	32,915
Foreign exchange derivative assets with correspondent banks	428		(147		)	—			281
Total	$	33,398	$	(202	)	$	—		$	33,196
Interest rate swap derivative liabilities	$	32,970	$	(55	)	$	(31,130	)	$	1,785
Foreign exchange derivative liabilities with correspondent banks	147		(147		)	—			—
Total	$	33,117	$	(202	)	$	(31,130	)	$	1,785

(1) For derivative assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default. For derivative liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.

(2) Amounts represent collateral received from the counterparty or posted by the Corporation.

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Summary of Outstanding Commitments to Extend Credit and Letters of Credit

The outstanding amounts of commitments to extend credit and letters of credit as of the dates indicated were as follows:

	September 30, 2016		December 31, 2015
	(in thousands)
Commitments to extend credit	$	6,073,712	$	5,784,138
Standby letters of credit	365,562		374,729
Commercial letters of credit	35,532		39,529

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables present summaries of the Corporation’s assets and liabilities measured at fair value on a recurring basis and reported on the consolidated balance sheets:

	September 30, 2016
	Level 1		Level 2		Level 3		Total
	(in thousands)
Mortgage loans held for sale	$	—	$	27,836	$	—	$	27,836
Available for sale investment securities:
Equity securities	22,483		—		—		22,483
U.S. Government sponsored agency securities	—		140		—		140
State and municipal securities	—		401,572		—		401,572
Corporate debt securities	—		104,100		3,141		107,241
Collateralized mortgage obligations	—		652,359		—		652,359
Mortgage-backed securities	—		1,226,547		—		1,226,547
Auction rate securities	—		—		97,726		97,726
Total available for sale investment securities	22,483		2,384,718		100,867		2,508,068
Other assets	16,903		84,152		—		101,055
Total assets	$	39,386	$	2,496,706	$	100,867	$	2,636,959
Other liabilities	$	16,800	$	81,815	$	—	$	98,615

	December 31, 2015
	Level 1		Level 2		Level 3		Total
	(in thousands)
Mortgage loans held for sale	$	—	$	16,886	$	—	$	16,886
Available for sale investment securities:
Equity securities	21,514		—		—		21,514
U.S. Government sponsored agency securities	—		25,136		—		25,136
State and municipal securities	—		262,765		—		262,765
Corporate debt securities	—		93,619		3,336		96,955
Collateralized mortgage obligations	—		821,509		—		821,509
Mortgage-backed securities	—		1,158,835		—		1,158,835
Auction rate securities	—		—		98,059		98,059
Total available for sale investment securities	21,514		2,361,864		101,395		2,484,773
Other assets	16,129		34,465		—		50,594
Total assets	$	37,643	$	2,413,215	$	101,395	$	2,552,253
Other liabilities	$	15,914	$	33,010	$	—	$	48,924

Schedule of Changes in Assets and Liabilities Measured at Fair Value on a Recurring Basis using Level 3 Inputs

The following table presents the changes in the Corporation’s available for sale investment securities measured at fair value on a recurring basis using unobservable inputs (Level 3):

	Three months ended September 30, 2016
	Pooled Trust Preferred Securities			Single-issuer Trust Preferred Securities			ARCs
	(in thousands)
Balance at June 30, 2016	$	706		$	2,425		$	97,886
Unrealized adjustment to fair value (1)	—			7			(318		)
Discount accretion (2)	—			3			158
Balance at September 30, 2016	$	706		$	2,435		$	97,726
	Three months ended September 30, 2015
Balance at June 30, 2015	$	530		$	3,820		$	98,606
Unrealized adjustment to fair value (1)	—			(203		)	(890		)
Settlements - calls	—			(970		)	—
Discount accretion (2)	—			3			157
Balance at September 30, 2015	$	530		$	2,650		$	97,873
	Nine months ended September 30, 2016
	Pooled Trust Preferred Securities			Single-issuer Trust Preferred Securities			ARCs
	(in thousands)
Balance at December 31, 2015	$	706		$	2,630		$	98,059
Unrealized adjustment to fair value (1)	—			(204		)	(668		)
Discount accretion (2)	—			9			335
Balance at September 30, 2016	$	706		$	2,435		$	97,726
	Nine months ended September 30, 2015
Balance at December 31, 2014	$	4,088		$	3,820		$	100,941
Sales	(3,633		)	—			—
Unrealized adjustment to fair value (1)	190			(207		)	(978		)
Settlements - calls	(117		)	(970		)	(2,446		)
Discount accretion (2)	2			7			356
Balance at September 30, 2015	$	530		$	2,650		$	97,873

(1) Pooled trust preferred securities, single-issuer trust preferred securities and ARCs are classified as available for sale investment securities; as such, the unrealized adjustment to fair value was recorded as an unrealized holding gain (loss) and included as a component of available for sale investment securities on the consolidated balance sheets.

(2) Included as a component of net interest income on the consolidated statements of income.

Fair Value, Assets and Liabilities Measured on Nonrecurring Basis

The following table presents the Corporation’s financial assets measured at fair value on a nonrecurring basis and reported on the Corporation’s consolidated balance sheets:

	September 30, 2016
	Level 1		Level 2		Level 3		Total
	(in thousands)
Net loans	$	—	$	—	$	140,732	$	140,732
Other financial assets	—		—		48,288		48,288
Total assets	$	—	$	—	$	189,020	$	189,020

	December 31, 2015
	Level 1		Level 2		Level 3		Total
	(in thousands)
Net loans	$	—	$	—	$	138,491	$	138,491
Other financial assets	—		—		52,043		52,043
Total assets	$	—	$	—	$	190,534	$	190,534

Details of Book Value and Fair Value of Financial Instruments

As required by FASB ASC Section 825-10-50, the following table details the book values and estimated fair values of the Corporation’s financial instruments as of September 30, 2016 and December 31, 2015. In addition, a general description of the methods and assumptions used to estimate such fair values is also provided.

	September 30, 2016				December 31, 2015
	Book Value		Estimated Fair Value		Book Value		Estimated Fair Value
	(in thousands)
FINANCIAL ASSETS
Cash and due from banks	$	86,497	$	86,497	$	101,120	$	101,120
Interest-bearing deposits with other banks	368,031		368,031		230,300		230,300
Federal Reserve Bank and Federal Home Loan Bank stock	60,935		60,935		62,216		62,216
Loans held for sale (1)	27,836		27,836		16,886		16,886
Available for sale investment securities (1)	2,508,068		2,508,068		2,484,773		2,484,773
Net Loans (1)	14,228,712		14,155,453		13,669,548		13,540,903
Accrued interest receivable	43,600		43,600		42,767		42,767
Other financial assets (1)	227,310		227,310		166,920		166,920
FINANCIAL LIABILITIES
Demand and savings deposits	$	12,148,162	$	12,148,162	$	11,267,367	$	11,267,367
Time deposits	2,804,317		2,824,653		2,864,950		2,862,868
Short-term borrowings	264,042		264,042		497,663		497,663
Accrued interest payable	13,645		13,645		10,724		10,724
Other financial liabilities (1)	263,489		263,489		190,927		190,927
Federal Home Loan Bank advances and long-term debt	965,286		986,323		949,542		959,315

(1) These financial instruments, or certain financial instruments in these categories, are measured at fair value on the Corporation’s consolidated balance sheets. Descriptions of the fair value determinations for these financial instruments are disclosed above.

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Net Income Per Share Reconciliation of Weighted Average Common Shares Outstanding (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted average shares outstanding (basic) (in shares)	173,020	174,338	173,248	176,399
Impact of common stock equivalents (in shares)	1,044	1,004	1,017	1,029
Weighted average shares outstanding (diluted) (in shares)	174,064	175,342	174,265	177,428

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Net Income Per Share Narrative (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options excluded from the diluted net income per share computation (in shares)	447	1,500	712	1,800

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Accumulated Other Comprehensive Income Changes in Other Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Equity [Abstract]
Unrealized gain on securities, before tax amount	$ (5,505)	$ 12,088	$ 40,441	$ 8,987
Unrealized gain on securities, tax effect	1,925	(4,231)	(14,156)	(3,146)
Unrealized gain on securities, net of tax amount	(3,580)	7,857	26,285	5,841
Reclassification adjustment for securities gains included in net income, before tax amount	(2)	(1,730)	(1,025)	(8,290)
Reclassification adjustment for securities gains included in net income, tax effect	1	606	359	2,902
Reclassification adjustment for securities gains included in net income, net of tax amount	(1)	(1,124)	(666)	(5,388)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax		3,778		3,778
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax		(1,322)		(1,322)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	0	(2,456)	0	(2,456)
Non-credit related unrealized gains on other-than-temporarily impaired debt securities, before tax amount				192
Non-credit related unrealized gains on other-than-temporarily impaired debt securities, tax effect				(67)
Non-credit related unrealized gains on other-than-temporarily impaired debt securities, net of tax amount	0	0	0	125
Amortization of unrealized loss on derivative financial instruments, before tax amount	6	5	18	110
Amortization of unrealized loss on derivative financial instruments, tax effect	(2)	(2)	(6)	(39)
Amortization of unrealized loss on derivative financial instruments, net of tax amount	4	3	12	71
Amortization of net unrecognized pension and postretirement items, before tax amount	583	717	1,349	2,151
Amortization of net unrecognized pension and postretirement items, tax effect	(204)	(251)	(472)	(753)
Amortization of net unrecognized pension and postretirement items, net of tax amount	379	466	877	1,398
Total Other Comprehensive Income, Before Tax Amount	(4,918)	14,858	40,783	6,928
Total Other Comprehensive Income, Tax Effect	1,720	(5,200)	(14,275)	(2,425)
Other Comprehensive (Loss) Income	$ (3,198)	$ 9,658	$ 26,508	$ 4,503

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Accumulated Other Comprehensive Income Components of Other Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Accumulated Other Comprehensive Income [Roll Forward]
Beginning Balance	$ 7,689	$ (22,877)	$ (22,017)	$ (17,722)
Other comprehensive loss before reclassifications	(3,580)	7,857	26,285	5,966
Amounts reclassified from accumulated other comprehensive income (loss)	382	(655)	223	(3,919)
Reclassification adjustment for loss on derivative financial instruments included in net income	0	2,456	0	2,456
Ending Balance	4,491	(13,219)	4,491	(13,219)
Unrealized Gains (Losses) on Investment Securities Not Other-Than-Temporarily Impaired
Accumulated Other Comprehensive Income [Roll Forward]
Beginning Balance	22,701	830	(6,499)	5,980
Other comprehensive loss before reclassifications	(3,580)	7,857	26,285	5,841
Amounts reclassified from accumulated other comprehensive income (loss)	(1)	(1,124)	(666)	(4,258)
Reclassification adjustment for loss on derivative financial instruments included in net income		0		0
Ending Balance	19,120	7,563	19,120	7,563
Unrealized Non-Credit Gains (Losses) on Other-Than-Temporarily Impaired Debt Securities
Accumulated Other Comprehensive Income [Roll Forward]
Beginning Balance	458	344	458	1,349
Other comprehensive loss before reclassifications	0	0	0	125
Amounts reclassified from accumulated other comprehensive income (loss)	0	0	0	(1,130)
Reclassification adjustment for loss on derivative financial instruments included in net income		0		0
Ending Balance	458	344	458	344
Unrealized Effective Portions of Losses on Forward-Starting Interest Rate Swaps
Accumulated Other Comprehensive Income [Roll Forward]
Beginning Balance	(7)	(2,478)	(15)	(2,546)
Other comprehensive loss before reclassifications	0	0	0	0
Amounts reclassified from accumulated other comprehensive income (loss)	4	3	12	71
Reclassification adjustment for loss on derivative financial instruments included in net income		2,456		2,456
Ending Balance	(3)	(19)	(3)	(19)
Unrecognized Pension and Postretirement Plan Income (Costs)
Accumulated Other Comprehensive Income [Roll Forward]
Beginning Balance	(15,463)	(21,573)	(15,961)	(22,505)
Other comprehensive loss before reclassifications	0	0	0	0
Amounts reclassified from accumulated other comprehensive income (loss)	379	466	877	1,398
Reclassification adjustment for loss on derivative financial instruments included in net income		0		0
Ending Balance	$ (15,084)	$ (21,107)	$ (15,084)	$ (21,107)

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Investment Securities Schedule of Amortized Cost and Fair Values of Investment Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Schedule of Investments [Line Items]
Available-for-sale Securities Pledged as Collateral	$ 1,800,000	$ 1,700,000
Amortized Cost	2,477,938	2,494,059
Gross Unrealized Gains	48,381	28,740
Gross Unrealized Losses	(18,251)	(38,026)
Estimated Fair Value	2,508,068	2,484,773
U.S. Government-Sponsored Agency Securities [Member]
Schedule of Investments [Line Items]
Amortized Cost	137	25,154
Gross Unrealized Gains	3	35
Gross Unrealized Losses	0	(53)
Estimated Fair Value	140	25,136
State and Municipal Securities [Member]
Schedule of Investments [Line Items]
Amortized Cost	394,162	256,746
Gross Unrealized Gains	8,145	6,019
Gross Unrealized Losses	(735)	0
Estimated Fair Value	401,572	262,765
Corporate Debt Securities [Member]
Schedule of Investments [Line Items]
Amortized Cost	109,495	100,336
Gross Unrealized Gains	3,096	2,695
Gross Unrealized Losses	(5,350)	(6,076)
Estimated Fair Value	107,241	96,955
Collateralized Mortgage Obligations [Member]
Schedule of Investments [Line Items]
Amortized Cost	651,060	835,439
Gross Unrealized Gains	4,070	3,042
Gross Unrealized Losses	(2,771)	(16,972)
Estimated Fair Value	652,359	821,509
Mortgage-Backed Securities [Member]
Schedule of Investments [Line Items]
Amortized Cost	1,201,771	1,154,935
Gross Unrealized Gains	24,790	10,104
Gross Unrealized Losses	(14)	(6,204)
Estimated Fair Value	1,226,547	1,158,835
Auction Rate Securities [Member]
Schedule of Investments [Line Items]
Amortized Cost	107,107	106,772
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(9,381)	(8,713)
Estimated Fair Value	97,726	98,059
Debt Securities [Member]
Schedule of Investments [Line Items]
Amortized Cost	2,463,732	2,479,382
Gross Unrealized Gains	40,104	21,895
Gross Unrealized Losses	(18,251)	(38,018)
Estimated Fair Value	2,485,585	2,463,259
Equity Securities [Member]
Schedule of Investments [Line Items]
Amortized Cost	14,206	14,677
Gross Unrealized Gains	8,277	6,845
Gross Unrealized Losses	0	(8)
Estimated Fair Value	$ 22,483	$ 21,514

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Investment Securities Schedule of Amortized Cost and Fair Values of Debt Securities by Contractual Maturities (Details) $ in Thousands	Sep. 30, 2016 USD ($)
Amortized Cost
Due in one year or less	$ 50,521
Due from one year to five years	34,278
Due from five years to ten years	96,172
Due after ten years	429,930
Amortized cost, before securities without debt maturities	610,901
Amortized Cost	2,463,732
Estimated Fair Value
Due in one year or less	51,020
Due from one year to five years	35,356
Due from five years to ten years	99,187
Due after ten years	421,116
Available for sale securities, debt maturities, before securities without single maturities	606,679
Estimated Fair Value	2,485,585
Collateralized Mortgage Obligations [Member]
Amortized Cost
Available-for-sale securities, amortized cost without single maturity date	651,060
Estimated Fair Value
Available-for-sale securities, debt maturities, without single maturity date, fair value	652,359
Mortgage-Backed Securities [Member]
Amortized Cost
Available-for-sale securities, amortized cost without single maturity date	1,201,771
Estimated Fair Value
Available-for-sale securities, debt maturities, without single maturity date, fair value	$ 1,226,547

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Investment Securities Summary of Gains and Losses from Equity and Debt Securities, and Losses from Other-than-Temporary Impairment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Gain (Loss) on Investments [Line Items]
Gross Realized Gains	$ 2	$ 1,730	$ 1,061	$ 8,290
Gross Realized Losses	0	0	(36)	0
Net Gains (Losses)	2	1,730	1,025	8,290
Equity Securities [Member]
Gain (Loss) on Investments [Line Items]
Gross Realized Gains	2	1,730	739	5,990
Gross Realized Losses	0	0	(10)	0
Net Gains (Losses)	2	1,730	729	5,990
Debt Securities [Member]
Gain (Loss) on Investments [Line Items]
Gross Realized Gains	0	0	322	2,300
Gross Realized Losses	0	0	(26)	0
Net Gains (Losses)	$ 0	$ 0	$ 296	$ 2,300

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Investment Securities Summary of Cumulative Other-than-Temporary Impairment Charges Recognized as Components of Earnings (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Roll Forward]
Balance of cumulative credit losses on debt securities, beginning of period	$ (11,510)	$ (11,510)	$ (11,510)	$ (16,242)
Reductions for securities sold during the period	0	0	0	4,730
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security	0	0	0	2
Balance of cumulative credit losses on debt securities, end of period	$ (11,510)	$ (11,510)	$ (11,510)	$ (11,510)

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Investment Securities Gross Unrealized Losses and Fair Values of Investments by Category and Length of Time in a Continuous Unrealized Loss Position (Details) $ in Thousands	Sep. 30, 2016 USD ($)
Schedule of Investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	$ 226,700
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss	(1,160)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	397,554
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss	(17,091)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	624,254
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss	(18,251)
State and Municipal Securities [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	91,790
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss	(735)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	91,790
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss	(735)
Corporate Debt Securities [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	4,000
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss	(35)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	33,766
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss	(5,315)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	37,766
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss	(5,350)
Collateralized Mortgage Obligations [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	124,739
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss	(376)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	266,062
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss	(2,395)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	390,801
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss	(2,771)
Mortgage-Backed Securities [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	6,171
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss	(14)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	6,171
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss	(14)
Auction Rate Securities [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	97,726
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss	(9,381)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	97,726
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss	(9,381)
Debt Securities [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	226,700
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss	(1,160)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	397,554
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss	(17,091)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	624,254
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss	(18,251)
Equity Securities [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss	$ 0

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Investment Securities Summary of Amortized Cost and Fair Values of Corporate Debt Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 2,463,732
Corporate debt securities	2,485,585
Corporate Debt Securities Issued by Financial Institutions [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	105,474	$ 96,301
Corporate debt securities	103,220	92,920
Single-issuer Trust Preferred Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	43,720	44,648
Corporate debt securities	39,253	39,106
Subordinated Debt
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	43,715	39,610
Corporate debt securities	44,660	40,779
Senior Debt Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	18,039	12,043
Corporate debt securities	18,601	12,329
Pooled Trust Preferred Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	0	0
Corporate debt securities	706	706
Other Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	4,021	4,035
Corporate debt securities	4,021	4,035
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	109,495	100,336
Corporate debt securities	$ 107,241	$ 96,955

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Investment Securities Narrative (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($) Security	Dec. 31, 2015 USD ($)
Schedule of Investments [Line Items]
Available-for-sale Securities Pledged as Collateral	$ 1,800,000	$ 1,700,000
Amortized cost	2,477,938	2,494,059
Available-for-sale Securities, Fair Value Disclosure	2,508,068	2,484,773
Single Bank Stock Investment, cost basis	7,400
Single Bank Stock Investment, Fair Value	$ 11,400
Percent Ownership In An Individual Financial Institution	52.70%
Individual Bank Stock Investment Percent to Total Portfolio	10.00%
Auction Rate Certificates Not Subject To Any Additional Other Than Temporary Impairment Charges Fair Value	$ 97,700
Domestic Corporate debt securities	107,200
Equity Securities [Member]
Schedule of Investments [Line Items]
Amortized cost	14,206	14,677
Available-for-sale Securities, Fair Value Disclosure	22,483	21,514
Equity Securities Financial Institution [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Equity Securities	21,600	20,600
Amortized cost	13,400
Available-for-sale Securities, Fair Value Disclosure	21,600
Equity Securities, Other [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Equity Securities	901
Single-issuer Trust Preferred Securities [Member]
Schedule of Investments [Line Items]
Unrealized Loss on Securities	$ 4,500
Number of Trust Preferred Securities | Security	19
External Credit Rating, BBB [Member] | Single-issuer Trust Preferred Securities [Member]
Schedule of Investments [Line Items]
Amortized cost	$ 3,700
Available-for-sale Securities, Fair Value Disclosure	2,400
External Credit Rating, Rated Below Investment Grade [Member] | Single-issuer Trust Preferred Securities [Member]
Schedule of Investments [Line Items]
Amortized cost	11,500
Available-for-sale Securities, Fair Value Disclosure	$ 10,100
Number of Trust Preferred Securities | Security	6
Fair Value, Measurements, Recurring [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Fair Value Disclosure	$ 2,508,068	2,484,773
Fair Value, Measurements, Recurring [Member] | Equity Securities [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Fair Value Disclosure	22,483	21,514
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Fair Value Disclosure	22,483	21,514
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Fair Value Disclosure	22,483	21,514
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities Financial Institution [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Equity Securities	21,600	20,600
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities, Other [Member]
Schedule of Investments [Line Items]
Available-for-sale Securities, Equity Securities	$ 901	$ 914

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Loans and Allowance for Credit Losses Summary Of Gross Loans (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, gross of unearned income	$ 14,409,571	$ 13,854,118
Unearned income	(18,333)	(15,516)
Loans, net of unearned income	14,391,238	13,838,602	$ 13,536,361
Real-estate commercial mortage [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, gross of unearned income	5,818,915	5,462,330
Loans, net of unearned income	5,818,915	5,462,330	5,339,928
Commercial - industrial, financial, and agricultural [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, gross of unearned income	4,024,119	4,088,962
Loans, net of unearned income	4,024,119	4,088,962	3,929,908
Real-estate - home equity [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, gross of unearned income	1,640,421	1,684,439
Loans, net of unearned income	1,640,421	1,684,439	1,693,649
Real-estate - residential mortgage [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, gross of unearned income	1,542,696	1,376,160
Loans, net of unearned income	1,542,696	1,376,160	1,382,085
Real-estate - construction [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, gross of unearned income	861,634	799,988
Loans, net of unearned income	861,634	799,988	769,565
Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, gross of unearned income	283,673	268,588
Loans, net of unearned income	283,673	268,588	$ 271,696
Leasing and other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, gross of unearned income	235,793	170,914
Overdrafts [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, gross of unearned income	$ 2,320	$ 2,737

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Loans and Allowance for Credit Losses Allowance for Credit Losses (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Receivables [Abstract]
Allowance for loan losses	$ 162,526	$ 162,546	$ 169,054	$ 167,136	$ 167,485	$ 184,144
Reserve for unfunded lending commitments	2,643		2,358
Allowance for credit losses	$ 165,169	$ 165,108	$ 171,412	$ 169,395	$ 169,453	$ 185,931

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Loans and Allowance for Credit Losses Activity in the Allowance for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Allowance for Loan and Lease Losses [Roll Forward]
Balance at beginning of period	$ 165,108	$ 169,453	$ 171,412	$ 185,931
Loans charged off	(7,672)	(5,561)	(29,573)	(26,697)
Recoveries of loans previously charged off	3,592	4,503	15,148	10,661
Net loans charged off	(4,080)	(1,058)	(14,425)	(16,036)
Provision for credit losses	4,141	1,000	8,182	(500)
Balance at end of period	$ 165,169	$ 169,395	$ 165,169	$ 169,395

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Loans and Allowance for Credit Losses Allowance for Loan Losses by Portfolio Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	$ 162,546	$ 167,485	$ 169,054	$ 184,144
Loans charged off	(7,672)	(5,561)	(29,573)	(26,697)
Recoveries of loans previously charged off	3,592	4,503	15,148	10,661
Net loans charged off	(4,080)	(1,058)	(14,425)	(16,036)
Provision for loan losses	4,060	709	7,897	(972)
Ending Balance	162,526	167,136	162,526	167,136
Provision for loan losses gross	81	291	285	470
Provision for credit losses	4,141	1,000	8,182	(500)
Real-estate commercial mortage [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	43,740	50,680	47,866	53,493
Loans charged off	(1,350)	(660)	(3,406)	(3,011)
Recoveries of loans previously charged off	296	842	2,488	1,729
Net loans charged off	(1,054)	182	(918)	(1,282)
Provision for loan losses	3,171	825	(1,091)	(524)
Ending Balance	45,857	51,687	45,857	51,687
Commercial - industrial, financial, and agricultural [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	51,755	49,170	57,098	51,378
Loans charged off	(3,144)	(1,640)	(13,957)	(14,669)
Recoveries of loans previously charged off	1,539	1,598	6,789	3,855
Net loans charged off	(1,605)	(42)	(7,168)	(10,814)
Provision for loan losses	(1,871)	(405)	(1,651)	8,159
Ending Balance	48,279	48,723	48,279	48,723
Real-estate - home equity [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	26,170	22,506	22,405	28,271
Loans charged off	(709)	(940)	(3,295)	(2,578)
Recoveries of loans previously charged off	241	304	929	744
Net loans charged off	(468)	(636)	(2,366)	(1,834)
Provision for loan losses	1,419	180	7,082	(4,387)
Ending Balance	27,121	22,050	27,121	22,050
Real-estate - residential mortgage [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	21,226	22,787	21,375	29,072
Loans charged off	(802)	(1,035)	(2,210)	(3,099)
Recoveries of loans previously charged off	228	201	784	547
Net loans charged off	(574)	(834)	(1,426)	(2,552)
Provision for loan losses	1,452	(609)	2,155	(5,176)
Ending Balance	22,104	21,344	22,104	21,344
Real-estate - construction [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	5,772	7,749	6,529	9,756
Loans charged off	(150)	(114)	(1,218)	(201)
Recoveries of loans previously charged off	898	898	2,844	2,276
Net loans charged off	748	784	1,626	2,075
Provision for loan losses	23	(964)	(1,612)	(4,262)
Ending Balance	6,543	7,569	6,543	7,569
Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	2,984	2,608	2,585	3,015
Loans charged off	(685)	(650)	(2,261)	(1,787)
Recoveries of loans previously charged off	222	314	957	923
Net loans charged off	(463)	(336)	(1,304)	(864)
Provision for loan losses	852	282	2,092	403
Ending Balance	3,373	2,554	3,373	2,554
Leasing and other and overdrafts [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	2,518	1,615	2,468	1,799
Loans charged off	(832)	(522)	(3,226)	(1,352)
Recoveries of loans previously charged off	168	346	357	587
Net loans charged off	(664)	(176)	(2,869)	(765)
Provision for loan losses	1,075	223	3,330	628
Ending Balance	2,929	1,662	2,929	1,662
Unallocated [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	8,381	10,370	8,728	7,360
Loans charged off	0	0	0	0
Recoveries of loans previously charged off	0	0	0	0
Net loans charged off	0	0	0	0
Provision for loan losses	(2,061)	1,177	(2,408)	4,187
Ending Balance	$ 6,320	$ 11,547	$ 6,320	$ 11,547

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Loans and Allowance for Credit Losses Present Loans, Net of Unearned Income and Their Related Allowance for Loan Losses, by Portfolio Segment (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses measured for impairment under FASB ASC Subtopic 450-20	$ 120,264			$ 118,143
Allowance for loan losses evaluated for impairment under FASB ASC Section 310-10-35	42,262			48,993
Allowance for loan losses	162,526	$ 162,546	$ 169,054	167,136	$ 167,485	$ 184,144
Loans, net of unearned income, measured for impairment under FASB ASC Subtopic 450-20	14,208,244			13,341,850
Loans, net of unearned income, evaluated for impairment under FASB ASC Subtopic 310-10-35	182,994			194,511
Loans, net of unearned income	14,391,238		13,838,602	13,536,361
Real-estate commercial mortage [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses measured for impairment under FASB ASC Subtopic 450-20	36,151			38,490
Allowance for loan losses evaluated for impairment under FASB ASC Section 310-10-35	9,706			13,197
Allowance for loan losses	45,857	43,740	47,866	51,687	50,680	53,493
Loans, net of unearned income, measured for impairment under FASB ASC Subtopic 450-20	5,763,863			5,273,819
Loans, net of unearned income, evaluated for impairment under FASB ASC Subtopic 310-10-35	55,052			66,109
Loans, net of unearned income	5,818,915		5,462,330	5,339,928
Commercial - industrial, financial, and agricultural [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses measured for impairment under FASB ASC Subtopic 450-20	38,858			36,002
Allowance for loan losses evaluated for impairment under FASB ASC Section 310-10-35	9,421			12,721
Allowance for loan losses	48,279	51,755	57,098	48,723	49,170	51,378
Loans, net of unearned income, measured for impairment under FASB ASC Subtopic 450-20	3,972,461			3,885,956
Loans, net of unearned income, evaluated for impairment under FASB ASC Subtopic 310-10-35	51,658			43,952
Loans, net of unearned income	4,024,119		4,088,962	3,929,908
Home Equity [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses measured for impairment under FASB ASC Subtopic 450-20	17,828			14,867
Allowance for loan losses evaluated for impairment under FASB ASC Section 310-10-35	9,293			7,183
Allowance for loan losses	27,121	26,170	22,405	22,050	22,506	28,271
Loans, net of unearned income, measured for impairment under FASB ASC Subtopic 450-20	1,621,731			1,679,471
Loans, net of unearned income, evaluated for impairment under FASB ASC Subtopic 310-10-35	18,690			14,178
Loans, net of unearned income	1,640,421		1,684,439	1,693,649
Real-estate - residential mortgage [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses measured for impairment under FASB ASC Subtopic 450-20	10,410			7,921
Allowance for loan losses evaluated for impairment under FASB ASC Section 310-10-35	11,694			13,423
Allowance for loan losses	22,104	21,226	21,375	21,344	22,787	29,072
Loans, net of unearned income, measured for impairment under FASB ASC Subtopic 450-20	1,496,461			1,330,778
Loans, net of unearned income, evaluated for impairment under FASB ASC Subtopic 310-10-35	46,235			51,307
Loans, net of unearned income	1,542,696		1,376,160	1,382,085
Real-estate - construction [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses measured for impairment under FASB ASC Subtopic 450-20	4,422			5,119
Allowance for loan losses evaluated for impairment under FASB ASC Section 310-10-35	2,121			2,450
Allowance for loan losses	6,543	5,772	6,529	7,569	7,749	9,756
Loans, net of unearned income, measured for impairment under FASB ASC Subtopic 450-20	850,315			750,629
Loans, net of unearned income, evaluated for impairment under FASB ASC Subtopic 310-10-35	11,319			18,936
Loans, net of unearned income	861,634		799,988	769,565
Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses measured for impairment under FASB ASC Subtopic 450-20	3,346			2,535
Allowance for loan losses evaluated for impairment under FASB ASC Section 310-10-35	27			19
Allowance for loan losses	3,373	2,984	2,585	2,554	2,608	3,015
Loans, net of unearned income, measured for impairment under FASB ASC Subtopic 450-20	283,633			271,667
Loans, net of unearned income, evaluated for impairment under FASB ASC Subtopic 310-10-35	40			29
Loans, net of unearned income	283,673		268,588	271,696
Leasing and other and overdrafts [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses measured for impairment under FASB ASC Subtopic 450-20	2,929			1,662
Allowance for loan losses evaluated for impairment under FASB ASC Section 310-10-35	0			0
Allowance for loan losses	2,929	2,518	2,468	1,662	1,615	1,799
Loans, net of unearned income, measured for impairment under FASB ASC Subtopic 450-20	219,780			149,530
Loans, net of unearned income, evaluated for impairment under FASB ASC Subtopic 310-10-35	0			0
Loans, net of unearned income	219,780		158,135	149,530
Unallocated [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses measured for impairment under FASB ASC Subtopic 450-20	6,320			11,547
Allowance for loan losses	$ 6,320	$ 8,381	$ 8,728	$ 11,547	$ 10,370	$ 7,360

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Loans and Allowance for Credit Losses Total Impaired Loans by Class Segments (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Impaired Financing Receivables [Line Items]
Unpaid principal balance, with no related allowance	$ 76,843	$ 60,590
Unpaid principal balance, with related allowance	146,542	174,199
Unpaid Principal Balance	223,385	234,789
Recorded investment, with no related allowance	68,183	49,953
Recorded investment, with related allowance	114,811	140,128
Recorded Investment	182,994	190,081
Related Allowance	42,262	51,590
Real-estate commercial mortage [Member]
Impaired Financing Receivables [Line Items]
Unpaid principal balance, with no related allowance	30,913	27,872
Unpaid principal balance, with related allowance	37,212	45,189
Recorded investment, with no related allowance	27,594	22,596
Recorded investment, with related allowance	27,458	35,698
Related Allowance	9,706	12,471
Commercial - Secured [Member]
Impaired Financing Receivables [Line Items]
Unpaid principal balance, with no related allowance	33,225	18,012
Unpaid principal balance, with related allowance	26,900	39,659
Recorded investment, with no related allowance	29,535	13,702
Recorded investment, with related allowance	21,192	33,629
Related Allowance	8,906	14,085
Commercial - unsecured [Member]
Impaired Financing Receivables [Line Items]
Unpaid principal balance, with related allowance	1,228	971
Recorded investment, with related allowance	931	821
Related Allowance	515	498
Real-estate - home equity [Member]
Impaired Financing Receivables [Line Items]
Unpaid principal balance, with related allowance	23,580	20,347
Recorded investment, with related allowance	18,690	15,766
Related Allowance	9,293	7,993
Real-estate - residential mortgage [Member]
Impaired Financing Receivables [Line Items]
Unpaid principal balance, with no related allowance	6,312	4,790
Unpaid principal balance, with related allowance	47,746	55,242
Recorded investment, with no related allowance	6,131	4,790
Recorded investment, with related allowance	40,104	45,635
Related Allowance	11,694	13,422
Construction - commercial residential [Member]
Impaired Financing Receivables [Line Items]
Unpaid principal balance, with no related allowance	6,393	9,916
Unpaid principal balance, with related allowance	8,053	9,949
Recorded investment, with no related allowance	4,923	8,865
Recorded investment, with related allowance	4,850	6,290
Related Allowance	1,560	2,110
Construction - Commercial [Member]
Impaired Financing Receivables [Line Items]
Unpaid principal balance, with related allowance	687	820
Recorded investment, with related allowance	450	638
Related Allowance	145	217
Construction other [Member]
Impaired Financing Receivables [Line Items]
Unpaid principal balance, with related allowance	1,096	331
Recorded investment, with related allowance	1,096	193
Related Allowance	416	68
Consumer - direct [Member]
Impaired Financing Receivables [Line Items]
Unpaid principal balance, with related allowance	21	19
Recorded investment, with related allowance	21	19
Related Allowance	15	14
Consumer - Indirect [Member]
Impaired Financing Receivables [Line Items]
Unpaid principal balance, with related allowance	19	14
Recorded investment, with related allowance	19	14
Related Allowance	12	8
Leasing and other and overdrafts [Member]
Impaired Financing Receivables [Line Items]
Unpaid principal balance, with related allowance	0	1,658
Recorded investment, with related allowance	0	1,425
Related Allowance	$ 0	$ 704

XML

Loans and Allowance for Credit Losses Average Impaired Loans by Class Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	$ 60,769	$ 60,788	$ 54,813	$ 61,270
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	153	158	428	538
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	117,185	132,780	127,302	133,405
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	426	453	1,330	1,445
Impaired Financing Receivable, Average Recorded Investment	177,954	193,568	182,115	194,675
Impaired Financing Receivable, Interest Income, Accrual Method	579	611	1,758	1,983
Real-estate commercial mortage [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	25,048	25,216	23,929	26,033
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	78	68	219	246
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	29,139	40,572	32,310	40,116
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	91	110	303	368
Commercial - Secured [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	23,836	17,609	18,400	16,142
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	32	28	68	74
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	21,688	22,386	26,665	23,668
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	29	36	100	111
Commercial - unsecured [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	0	43	0	22
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	0	0	0	0
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	953	2,788	903	1,981
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	1	1	3	4
Real-estate - home equity [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	18,283	13,728	17,589	13,417
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	76	37	203	101
Real-estate - residential mortgage [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	6,151	6,212	5,826	5,539
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	33	34	96	94
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	40,913	46,039	42,399	46,406
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	221	254	683	797
Construction - Commercial Residential [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	5,734	10,558	6,658	12,390
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	10	28	45	124
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	4,947	5,746	5,568	6,496
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	8	15	37	64
Construction - Commercial [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	0	1,150	0	1,144
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	0	0	0	0
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	476	1,210	546	1,005
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	0	0	0	0
Construction other [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	756	281	579	281
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	0	0	0	0
Consumer - direct [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	19	15	17	18
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	0	0	1	0
Consumer - Indirect [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	11	15	14	17
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	0	0	0	0
Leasing and other and overdrafts [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	0	0	712	0
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	$ 0	$ 0	$ 0	$ 0

XML

Loans and Allowance for Credit Losses Credit Quality Indicators (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	$ 14,391,238	$ 13,838,602	$ 13,536,361
Commercial Loans, Commerical Mortgages, Constructions Loans [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	$ 10,641,834	$ 10,290,586
Percentage of total loans rated	100.00%	100.00%
Real-estate commercial mortage [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	$ 5,818,915	$ 5,462,330	5,339,928
Commercial - industrial, financial, and agricultural [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	4,024,119	4,088,962	$ 3,929,908
Commercial - Secured [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	3,876,533	3,926,113
Commercial - unsecured [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	147,586	162,849
Construction, Excluding Construction Other [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	798,800	739,294
Construction - Commercial Residential [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	161,908	179,303
Construction - Commercial [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	636,892	559,991
Pass [Member] | Commercial Loans, Commerical Mortgages, Constructions Loans [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	$ 10,104,843	$ 9,750,744
Percentage of total loans rated	95.00%	94.80%
Pass [Member] | Real-estate commercial mortage [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	$ 5,555,760	$ 5,204,263
Pass [Member] | Commercial - industrial, financial, and agricultural [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	3,787,894	3,853,434
Pass [Member] | Commercial - Secured [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	3,648,221	3,696,692
Pass [Member] | Commercial - unsecured [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	139,673	156,742
Pass [Member] | Construction, Excluding Construction Other [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	761,189	693,047
Pass [Member] | Construction - Commercial Residential [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	131,875	140,337
Pass [Member] | Construction - Commercial [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	629,314	552,710
Special Mention [Member] | Commercial Loans, Commerical Mortgages, Constructions Loans [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	$ 262,034	$ 218,935
Percentage of total loans rated	2.40%	2.10%
Special Mention [Member] | Real-estate commercial mortage [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	$ 131,941	$ 102,625
Special Mention [Member] | Commercial - industrial, financial, and agricultural [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	111,710	95,472
Special Mention [Member] | Commercial - Secured [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	106,701	92,711
Special Mention [Member] | Commercial - unsecured [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	5,009	2,761
Special Mention [Member] | Construction, Excluding Construction Other [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	18,383	20,838
Special Mention [Member] | Construction - Commercial Residential [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	15,853	17,154
Special Mention [Member] | Construction - Commercial [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	2,530	3,684
Substandard [Member] | Commercial Loans, Commerical Mortgages, Constructions Loans [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	$ 274,957	$ 320,907
Percentage of total loans rated	2.60%	3.10%
Substandard [Member] | Real-estate commercial mortage [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	$ 131,214	$ 155,442
Substandard [Member] | Commercial - industrial, financial, and agricultural [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	124,515	140,056
Substandard [Member] | Commercial - Secured [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	121,611	136,710
Substandard [Member] | Commercial - unsecured [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	2,904	3,346
Substandard [Member] | Construction, Excluding Construction Other [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	19,228	25,409
Substandard [Member] | Construction - Commercial Residential [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	14,180	21,812
Substandard [Member] | Construction - Commercial [Member]
Internal risk ratings for loans by segment [Line Items]
Loans and Leases Receivable, Net of Deferred Income	$ 5,048	$ 3,597

XML

Loans and Allowance for Credit Losses Summary of Delinquency and Non-Performing Status by Portfolio Segment (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($) day	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	$ 14,391,238	$ 13,838,602	$ 13,536,361
Real-estate - home equity [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	1,640,421	1,684,439	1,693,649
Real-estate - residential mortgage [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	1,542,696	1,376,160	1,382,085
Construction other [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	62,834	60,694
Consumer [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	283,673	268,588	271,696
Consumer - direct [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	94,782	98,719
Consumer - Indirect [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	188,891	169,869
Leasing and other and overdrafts [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	219,780	158,135	$ 149,530
Real Estate, Home Equity, Construction, Other, Consumer and Leasing [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	3,749,404	3,548,016
Commercial Loans, Commerical Mortgages, Constructions Loans [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	$ 10,641,834	$ 10,290,586
% of Total	100.00%	100.00%
Performing Financing Receivable [Member] | Real-estate - home equity [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	$ 1,615,657	$ 1,660,773
Performing Financing Receivable [Member] | Real-estate - residential mortgage [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	1,501,486	1,329,371
Performing Financing Receivable [Member] | Construction other [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	61,738	59,997
Performing Financing Receivable [Member] | Consumer [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	277,037	261,085
Performing Financing Receivable [Member] | Consumer - direct [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	91,164	94,262
Performing Financing Receivable [Member] | Consumer - Indirect [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	185,873	166,823
Performing Financing Receivable [Member] | Leasing and other and overdrafts [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	218,275	155,870
Performing Financing Receivable [Member] | Real Estate, Home Equity, Construction, Other, Consumer and Leasing [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	$ 3,674,193	$ 3,467,096
Performing Financing Receivable [Member] | Commercial Loans, Commerical Mortgages, Constructions Loans [Member]
Financing Receivable, Impaired [Line Items]
% of Total	98.00%	97.70%
Delinquent [Member] | Real-estate - home equity [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	$ 10,504	$ 8,983
Delinquent [Member] | Real-estate - residential mortgage [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	17,759	18,305
Delinquent [Member] | Construction other [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	0	88
Delinquent [Member] | Consumer [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	4,470	5,063
Delinquent [Member] | Consumer - direct [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	1,675	2,254
Delinquent [Member] | Consumer - Indirect [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	2,795	2,809
Delinquent [Member] | Leasing and other and overdrafts [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	1,454	759
Delinquent [Member] | Real Estate, Home Equity, Construction, Other, Consumer and Leasing [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	$ 34,187	$ 33,198
Delinquent [Member] | Commercial Loans, Commerical Mortgages, Constructions Loans [Member]
Financing Receivable, Impaired [Line Items]
% of Total	0.90%	1.00%
Nonperforming Financing Receivable [Member]
Financing Receivable, Impaired [Line Items]
Days past due | day	90
Nonperforming Financing Receivable [Member] | Real-estate - home equity [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	$ 14,260	$ 14,683
Nonperforming Financing Receivable [Member] | Real-estate - residential mortgage [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	23,451	28,484
Nonperforming Financing Receivable [Member] | Construction other [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	1,096	609
Nonperforming Financing Receivable [Member] | Consumer [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	2,166	2,440
Nonperforming Financing Receivable [Member] | Consumer - direct [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	1,943	2,203
Nonperforming Financing Receivable [Member] | Consumer - Indirect [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	223	237
Nonperforming Financing Receivable [Member] | Leasing and other and overdrafts [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	51	1,506
Nonperforming Financing Receivable [Member] | Real Estate, Home Equity, Construction, Other, Consumer and Leasing [Member]
Financing Receivable, Impaired [Line Items]
Loans, net of unearned income	$ 41,024	$ 47,722
Nonperforming Financing Receivable [Member] | Commercial Loans, Commerical Mortgages, Constructions Loans [Member]
Financing Receivable, Impaired [Line Items]
% of Total	1.10%	1.30%
Minimum [Member] | Delinquent [Member]
Financing Receivable, Impaired [Line Items]
Days past due | day	30
Maximum [Member] | Delinquent [Member]
Financing Receivable, Impaired [Line Items]
Days past due | day	89

XML

Loans and Allowance for Credit Losses Non-Performing Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Receivables [Abstract]
Non-accrual loans	$ 124,017	$ 129,523
Loans 90 days or more past due and still accruing	14,095	15,291
Total non-performing loans	138,112	144,814
Other real estate owned (OREO)	11,981	11,099
Total non-performing assets	$ 150,093	$ 155,913

XML

Loans and Allowance for Credit Losses Past Due Loan Status and Non-Accrual Loans by Portfolio Segment (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 197,934	$ 196,741
≥ 90 Days Past Due and Accruing	14,095	15,291
Non- accrual	124,017	129,523
Current	14,193,304	13,641,861
Loans, net of unearned income	14,391,238	13,838,602	$ 13,536,361
Real-estate commercial mortage [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	50,346	48,951
≥ 90 Days Past Due and Accruing	664	439
Non- accrual	38,967	40,731
Current	5,768,569	5,413,379
Loans, net of unearned income	5,818,915	5,462,330	5,339,928
Commercial - Secured [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	58,318	51,620
≥ 90 Days Past Due and Accruing	3,023	1,853
Non- accrual	43,304	41,498
Current	3,818,215	3,874,493
Loans, net of unearned income	3,876,533	3,926,113
Commercial - unsecured [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,290	1,313
≥ 90 Days Past Due and Accruing	137	19
Non- accrual	866	701
Current	146,296	161,536
Loans, net of unearned income	147,586	162,849
Commercial - industrial, financial, and agricultural [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	59,608	52,933
≥ 90 Days Past Due and Accruing	3,160	1,872
Non- accrual	44,170	42,199
Current	3,964,511	4,036,029
Loans, net of unearned income	4,024,119	4,088,962	3,929,908
Real-estate - home equity [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	24,764	23,666
≥ 90 Days Past Due and Accruing	3,237	3,473
Non- accrual	11,023	11,210
Current	1,615,657	1,660,773
Loans, net of unearned income	1,640,421	1,684,439	1,693,649
Real-estate - residential mortgage [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	41,210	46,789
≥ 90 Days Past Due and Accruing	4,070	6,570
Non- accrual	19,381	21,914
Current	1,501,486	1,329,371
Loans, net of unearned income	1,542,696	1,376,160	1,382,085
Construction - Commercial Residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	11,635	13,073
≥ 90 Days Past Due and Accruing	72	0
Non- accrual	8,930	11,213
Current	150,273	166,230
Loans, net of unearned income	161,908	179,303
Construction - Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,134	864
≥ 90 Days Past Due and Accruing	675	0
Non- accrual	450	638
Current	635,758	559,127
Loans, net of unearned income	636,892	559,991
Construction other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,096	697
≥ 90 Days Past Due and Accruing	0	416
Non- accrual	1,096	193
Current	61,738	59,997
Loans, net of unearned income	62,834	60,694
Real-estate - construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	13,865	14,634
≥ 90 Days Past Due and Accruing	747	416
Non- accrual	10,476	12,044
Current	847,769	785,354
Loans, net of unearned income	861,634	799,988	769,565
Consumer - direct [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	3,618	4,457
≥ 90 Days Past Due and Accruing	1,943	2,203
Non- accrual	0	0
Current	91,164	94,262
Loans, net of unearned income	94,782	98,719
Consumer - Indirect [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	3,018	3,046
≥ 90 Days Past Due and Accruing	223	237
Non- accrual	0	0
Current	185,873	166,823
Loans, net of unearned income	188,891	169,869
Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	6,636	7,503
≥ 90 Days Past Due and Accruing	2,166	2,440
Non- accrual	0	0
Current	277,037	261,085
Loans, net of unearned income	283,673	268,588	271,696
Leasing and other and overdrafts [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,505	2,265
≥ 90 Days Past Due and Accruing	51	81
Non- accrual	0	1,425
Current	218,275	155,870
Loans, net of unearned income	219,780	158,135	$ 149,530
Financing Receivables, 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	43,422	40,194
Financing Receivables, 30 to 59 Days Past Due [Member] | Real-estate commercial mortage [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	9,268	6,469
Financing Receivables, 30 to 59 Days Past Due [Member] | Commercial - Secured [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	8,369	5,654
Financing Receivables, 30 to 59 Days Past Due [Member] | Commercial - unsecured [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	234	510
Financing Receivables, 30 to 59 Days Past Due [Member] | Commercial - industrial, financial, and agricultural [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	8,603	6,164
Financing Receivables, 30 to 59 Days Past Due [Member] | Real-estate - home equity [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	6,016	6,438
Financing Receivables, 30 to 59 Days Past Due [Member] | Real-estate - residential mortgage [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	12,920	15,141
Financing Receivables, 30 to 59 Days Past Due [Member] | Construction - Commercial Residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,004	1,366
Financing Receivables, 30 to 59 Days Past Due [Member] | Construction - Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	50
Financing Receivables, 30 to 59 Days Past Due [Member] | Construction other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	88
Financing Receivables, 30 to 59 Days Past Due [Member] | Real-estate - construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,004	1,504
Financing Receivables, 30 to 59 Days Past Due [Member] | Consumer - direct [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,147	1,687
Financing Receivables, 30 to 59 Days Past Due [Member] | Consumer - Indirect [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,466	2,308
Financing Receivables, 30 to 59 Days Past Due [Member] | Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	3,613	3,995
Financing Receivables, 30 to 59 Days Past Due [Member] | Leasing and other and overdrafts [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	998	483
Financing Receivables, 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	16,400	11,733
Financing Receivables, 60 to 89 Days Past Due [Member] | Real-estate commercial mortage [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,447	1,312
Financing Receivables, 60 to 89 Days Past Due [Member] | Commercial - Secured [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	3,622	2,615
Financing Receivables, 60 to 89 Days Past Due [Member] | Commercial - unsecured [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	53	83
Financing Receivables, 60 to 89 Days Past Due [Member] | Commercial - industrial, financial, and agricultural [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	3,675	2,698
Financing Receivables, 60 to 89 Days Past Due [Member] | Real-estate - home equity [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	4,488	2,545
Financing Receivables, 60 to 89 Days Past Due [Member] | Real-estate - residential mortgage [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	4,839	3,164
Financing Receivables, 60 to 89 Days Past Due [Member] | Construction - Commercial Residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	629	494
Financing Receivables, 60 to 89 Days Past Due [Member] | Construction - Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	9	176
Financing Receivables, 60 to 89 Days Past Due [Member] | Construction other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Financing Receivables, 60 to 89 Days Past Due [Member] | Real-estate - construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	638	670
Financing Receivables, 60 to 89 Days Past Due [Member] | Consumer - direct [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	528	567
Financing Receivables, 60 to 89 Days Past Due [Member] | Consumer - Indirect [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	329	501
Financing Receivables, 60 to 89 Days Past Due [Member] | Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	857	1,068
Financing Receivables, 60 to 89 Days Past Due [Member] | Leasing and other and overdrafts [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	456	276
Financing Receivables, Equal to Greater than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	138,112	144,814
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Real-estate commercial mortage [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	39,631	41,170
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Commercial - Secured [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	46,327	43,351
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Commercial - unsecured [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,003	720
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Commercial - industrial, financial, and agricultural [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	47,330	44,071
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Real-estate - home equity [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	14,260	14,683
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Real-estate - residential mortgage [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	23,451	28,484
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Construction - Commercial Residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	9,002	11,213
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Construction - Commercial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,125	638
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Construction other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,096	609
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Real-estate - construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	11,223	12,460
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Consumer - direct [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,943	2,203
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Consumer - Indirect [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	223	237
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Consumer [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,166	2,440
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Leasing and other and overdrafts [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 51	$ 1,506

XML

Loans and Allowance for Credit Losses Loans Modified Under Troubled Debt Restructurings (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Financing Receivable, Modifications [Line Items]
Total accruing TDRs	$ 58,977	$ 60,558
Non-accrual TDRs (1)	27,904	31,035
Total TDRs	86,881	91,593
Real-estate - residential mortgage [Member]
Financing Receivable, Modifications [Line Items]
Total accruing TDRs	26,854	28,511
Real-estate commercial mortage [Member]
Financing Receivable, Modifications [Line Items]
Total accruing TDRs	16,085	17,563
Commercial - Secured [Member]
Financing Receivable, Modifications [Line Items]
Total accruing TDRs	7,422	5,833
Construction - Commercial Residential [Member]
Financing Receivable, Modifications [Line Items]
Total accruing TDRs	843	3,942
Home Equity [Member]
Financing Receivable, Modifications [Line Items]
Total accruing TDRs	7,668	4,556
Commercial - unsecured [Member]
Financing Receivable, Modifications [Line Items]
Total accruing TDRs	66	120
Consumer Other Financing Receivable [Member]
Financing Receivable, Modifications [Line Items]
Total accruing TDRs	20	14
Consumer - direct [Member]
Financing Receivable, Modifications [Line Items]
Total accruing TDRs	$ 19	$ 19

XML

Loans and Allowance for Credit Losses Troubled Debt Restructuring Modification (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($) loans	Sep. 30, 2015 USD ($) loans	Sep. 30, 2016 USD ($) loans	Sep. 30, 2015 USD ($) loans
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	42	21	115	72
Post-Modification Recorded Investment | $	$ 3,823	$ 2,359	$ 10,302	$ 16,051
Extended Maturity With Rate Concession [Member] | Commercial - Secured [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	0	2	0	2
Post-Modification Recorded Investment | $	$ 0	$ 1,374	$ 0	$ 1,374
Extended Maturity With Rate Concession [Member] | Real-estate commercial mortage [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	0	2	0	2
Post-Modification Recorded Investment | $	$ 0	$ 188	$ 0	$ 188
Extended Maturity With Rate Concession [Member] | Real-estate - residential mortgage [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	0	1	0	2
Post-Modification Recorded Investment | $	$ 0	$ 171	$ 0	$ 276
Extended Maturity Without Rate Concession [Member] | Commercial - Secured [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	4	1	10	12
Post-Modification Recorded Investment | $	$ 1,826	$ 6	$ 3,801	$ 7,830
Extended Maturity Without Rate Concession [Member] | Commercial - unsecured [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	0	0	2	1
Post-Modification Recorded Investment | $	$ 0	$ 0	$ 103	$ 42
Extended Maturity Without Rate Concession [Member] | Real-estate commercial mortage [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	0	0	0	4
Post-Modification Recorded Investment | $	$ 0	$ 0	$ 0	$ 2,626
Extended Maturity Without Rate Concession [Member] | Real-estate - home equity [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	24	5	63	5
Post-Modification Recorded Investment | $	$ 1,063	$ 341	$ 3,058	$ 341
Extended Maturity Without Rate Concession [Member] | Real-estate - residential mortgage [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	0	0	2	2
Post-Modification Recorded Investment | $	$ 0	$ 0	$ 315	$ 225
Extended Maturity Without Rate Concession [Member] | Construction - commercial residential [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	0	0	0	1
Post-Modification Recorded Investment | $	$ 0	$ 0	$ 0	$ 889
Bankruptcy [Member] | Real-estate - home equity [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	11	9	33	34
Post-Modification Recorded Investment | $	$ 563	$ 221	$ 2,279	$ 1,452
Bankruptcy [Member] | Real-estate - residential mortgage [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	2	1	3	6
Post-Modification Recorded Investment | $	$ 350	$ 58	$ 723	$ 795
Bankruptcy [Member] | Consumer - direct [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	0	0	1	0
Post-Modification Recorded Investment | $	$ 0	$ 0	$ 2	$ 0
Bankruptcy [Member] | Consumer - Indirect [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	1	0	1	1
Post-Modification Recorded Investment | $	$ 21	$ 0	$ 21	$ 13

XML

Loans and Allowance for Credit Losses TDRs by Class Segment (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($) loans	Sep. 30, 2015 USD ($) loans
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	45	21
Recorded Investment | $	$ 6,045	$ 5,047
Real-estate - home equity [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	29	9
Recorded Investment | $	$ 1,902	$ 459
Real-estate - residential mortgage [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	7	4
Recorded Investment | $	$ 1,395	$ 500
Commercial - Secured [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	6	6
Recorded Investment | $	$ 2,593	$ 3,855
Real-estate commercial mortage [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	2	2
Recorded Investment | $	$ 129	$ 233
Commercial - unsecured [Member]
Financing Receivable, Modifications [Line Items]
Number of Loans | loans	1	0
Recorded Investment | $	$ 26	$ 0

XML

Loans and Allowance for Credit Losses Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for credit losses	$ 4,141	$ 1,000	$ 8,182	$ (500)
Impaired loans with principal balances approximately in percentage			73.00%	77.00%
Loan to value ratio in the Corporation's policy	70.00%		70.00%
Recorded investment, with no related allowance	$ 68,183		$ 68,183		$ 49,953
TDR additional commitments to lend	3,500		3,500		$ 5,300
Minimum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Minimum balance of loans evaluated individually for impairment			1,000
Impaired loans balances, real estate as collateral	$ 1,000		1,000
Maximum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Minimum balance of loans evaluated individually for impairment			$ 1,000

XML

Mortgage Servicing Rights Summary of Changes in Mortgage Servicing Rights (Details) - Residential Mortgage [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Amortized Cost:
Balance at beginning of period	$ 39,874	$ 41,598	$ 40,944	$ 42,148
Originations of mortgage servicing rights	1,499	1,463	3,927	4,976
Amortization	(2,064)	(1,829)	(5,562)	(5,892)
Balance at end of period	39,309	41,232	39,309	41,232
Valuation allowance:
Balance at beginning of period	(1,721)	0	0	0
Additions	(1,280)	0	(3,001)	0
Balance at end of period	(3,001)	0	(3,001)	0
Net MSRs at end of period	$ 36,308	$ 41,232	$ 36,308	$ 41,232

XML

Mortgage Servicing Rights - Narrative (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2015
Transfers and Servicing [Abstract]
Valuation allowance	$ 1,300,000	$ 3,000,000	$ 0

XML

Stock-Based Compensation Compensation Expense and Related Tax Benefits (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based compensation expense	$ 1,552	$ 1,533	$ 4,808	$ 4,371
Tax benefit	(536)	(489)	(1,611)	(1,403)
Stock-based compensation expense, net of tax	$ 1,016	$ 1,044	$ 3,197	$ 2,968

XML

Stock-Based Compensation Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement [Line Items]
Stock options terms (in years)			10 years
Stock-based compensation expense	$ 1,552	$ 1,533	$ 4,808	$ 4,371
Directors' Plan [Member]
Statement [Line Items]
Shares reserved for future grants under the stock option and compensation plan	384,000		384,000
Employee Equity Plan [Member]
Statement [Line Items]
Awards vesting period (in years)			3 years
Shares reserved for future grants under the stock option and compensation plan	11,438,758		11,438,758

XML

Employee Benefit Plans Summary of Pension Plan and Postretirement Plan Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 172	$ 145	$ 516	$ 435
Interest cost	880	851	2,640	2,553
Expected return on plan assets	(580)	(752)	(1,739)	(2,256)
Net amortization and deferral	605	782	1,815	2,346
Net periodic benefit	1,077	1,026	3,232	3,078
Other Postretirement Benefit Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	21	52	64	156
Expected return on plan assets	0	0	(1)	0
Net accretion and deferral	(138)	(65)	(413)	(195)
Net periodic benefit	$ (117)	$ (13)	$ (350)	$ (39)

XML

Employee Benefit Plans Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($)
Compensation and Retirement Disclosure [Abstract]
Contributions to pension plan	$ 4.6

XML

Derivative Financial Instruments Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Derivative [Line Items]
Foreign currency open position	$ 500		$ 500
Mortgage Loans Held For Sale [Member]
Derivative [Line Items]
Gain (loss) in fair values of mortgage loans held for sale	$ (360)	$ 531	$ 504	$ 309

XML

Derivative Financial Instruments Notional Amounts and Fair Values of Derivative Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Derivative [Line Items]
Derivative asset, fair value	$ 81,007	$ 33,398
Derivative liability, fair value	(81,339)	(33,117)
Derivative asset (liability), net	2,436	1,667
Interest Rate Lock Commitments [Member]
Derivative [Line Items]
Derivative asset, notional amount	188,543	87,781
Derivative liability, notional amount	611	267
Derivative asset, fair value	3,199	1,291
Derivative liability, fair value	(2)	(16)
Derivative asset (liability), net	3,197	1,275
Forward Commitments [Member]
Derivative [Line Items]
Derivative asset, notional amount	22,037	69,045
Derivative liability, notional amount	137,181	16,193
Derivative asset, fair value	5	205
Derivative liability, fair value	(866)	(24)
Derivative asset (liability), net	(861)	181
Interest Rate Swap with Customer [Member]
Derivative [Line Items]
Derivative asset, notional amount	1,307,072	846,490
Derivative liability, notional amount	8,000	8,757
Derivative asset, fair value	80,930	32,915
Derivative liability, fair value	(18)	(55)
Derivative asset (liability), net	80,912	32,860
Interest Rate Swap with Counterparty [Member]
Derivative [Line Items]
Derivative asset, notional amount	8,000	8,757
Derivative liability, notional amount	1,307,072	846,490
Derivative asset, fair value	18	55
Derivative liability, fair value	(80,930)	(32,915)
Derivative asset (liability), net	(80,912)	(32,860)
Foreign Exchange Contracts With Customer [Member]
Derivative [Line Items]
Derivative asset, notional amount	10,904	4,897
Derivative liability, notional amount	1,763	8,050
Derivative asset, fair value	464	114
Derivative liability, fair value	(32)	(184)
Derivative asset (liability), net	432	(70)
Foreign Exchange Contracts With Correspondent Banks [Member]
Derivative [Line Items]
Derivative asset, notional amount	5,619	9,728
Derivative liability, notional amount	7,376	6,899
Derivative asset, fair value	59	428
Derivative liability, fair value	(391)	(147)
Derivative asset (liability), net	$ (332)	$ 281

XML

Derivative Financial Instruments Fair Value Gains and Losses on Derivative Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Derivative [Line Items]
Net fair value gains (losses) on derivative financial instruments	$ 929	$ (2,016)	$ 769	$ 870
Interest rate lock with customers [Member]
Derivative [Line Items]
Net fair value gains (losses) on derivative financial instruments	178	1,041	1,922	876
Forward Commitments [Member]
Derivative [Line Items]
Net fair value gains (losses) on derivative financial instruments	970	(3,183)	(1,042)	(338)
Interest Rate Swap with Customer [Member]
Derivative [Line Items]
Net fair value gains (losses) on derivative financial instruments	(1,948)	18,266	48,052	17,831
Interest Rate Swap with Counterparty [Member]
Derivative [Line Items]
Net fair value gains (losses) on derivative financial instruments	1,948	(18,266)	(48,052)	(17,831)
Foreign Exchange Contracts With Customer [Member]
Derivative [Line Items]
Net fair value gains (losses) on derivative financial instruments	47	(197)	502	(378)
Foreign Exchange Contracts With Correspondent Banks [Member]
Derivative [Line Items]
Net fair value gains (losses) on derivative financial instruments	$ (266)	$ 323	$ (613)	$ 710

XML

Derivative Financial Instruments Summary of Mortgage Loans Held For Sale (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Option, Quantitative Disclosures [Line Items]
Loans Held-for-sale, Mortgages	$ 27,836	$ 16,886
Cost | Mortgage Loans Held For Sale [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Loans Held-for-sale, Mortgages	27,030	16,584
Fair value | Mortgage Loans Held For Sale [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Loans Held-for-sale, Mortgages	$ 27,836	$ 16,886

XML

Derivative Financial Instruments Offsetting Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Offsetting Assets [Line Items]
Derivative asset, fair value	$ 81,007	$ 33,398
Derivative, Collateral, Obligation to Return Securities	77	202
Derivative, Collateral, Obligation to Return Cash	0	0
Net Amount	80,930	33,196
Derivative liability, gross liability	81,339	33,117
Derivative liability, Collateral, Right to Reclaim Securities	(77)	(202)
Derivative liability, Collateral, Right to Reclaim Cash	(81,190)	(31,130)
Derivative liability, Net Amount	72	1,785
Interest Rate Swap [Member]
Offsetting Assets [Line Items]
Derivative asset, fair value	80,948	32,970
Derivative, Collateral, Obligation to Return Securities	18	55
Derivative, Collateral, Obligation to Return Cash	0	0
Net Amount	80,930	32,915
Derivative liability, gross liability	80,948	32,970
Derivative liability, Collateral, Right to Reclaim Securities	(18)	(55)
Derivative liability, Collateral, Right to Reclaim Cash	(80,930)	(31,130)
Derivative liability, Net Amount	0	1,785
Foreign Exchange Contract [Member]
Offsetting Assets [Line Items]
Derivative asset, fair value	59	428
Derivative, Collateral, Obligation to Return Securities	59	147
Derivative, Collateral, Obligation to Return Cash	0	0
Net Amount	0	281
Derivative liability, gross liability	391	147
Derivative liability, Collateral, Right to Reclaim Securities	(59)	(147)
Derivative liability, Collateral, Right to Reclaim Cash	(260)	0
Derivative liability, Net Amount	$ 72	$ 0

XML

Commitments and Contingencies Outstanding Commitments to Extend Credit and Letters of Credit (Details) - Reserve for Off-balance Sheet Activities [Member] - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Commitments to Extend Credit [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Valuation allowances and reserves, balance	$ 6,073,712	$ 5,784,138
Standby Letters of Credit [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Valuation allowances and reserves, balance	365,562	374,729
Commercial Letters of Credit [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Valuation allowances and reserves, balance	$ 35,532	$ 39,529

XML

Commitments and Contingencies - Narrative (Details) $ in Thousands		9 Months Ended
	Mar. 31, 2016 USD ($) defendant plaintiff	Sep. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)
Loss Contingencies [Line Items]
Residential mortgage principal balance repurchase request received		$ 543	$ 543
Residential mortgage principal balance FHLB credit enhancement		108,000
Residential mortgage repurchase reserves FHLB credit enhancement		1,700	1,800
Agostino, et al. v. Ameriprise Financial Services, Inc [Member]
Loss Contingencies [Line Items]
Number of unrelated defendants | defendant	2
Amount alleged in damages	$ 11,300
Agostino, et al. v. Ameriprise Financial Services, Inc [Member] | Pending Litigation [Member]
Loss Contingencies [Line Items]
Number of plaintiffs | plaintiff	58
Reserve for Off-balance Sheet Activities [Member] | Residential Mortgage [Member]
Loss Contingencies [Line Items]
Valuation allowances and reserves, balance		$ 2,500	$ 2,600

XML

Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated Fair Value	$ 2,485,585
Available-for-sale Securities, Fair Value Disclosure	2,508,068	$ 2,484,773
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgages Held-for-sale, Fair Value Disclosure	27,836	16,886
Available-for-sale Securities, Fair Value Disclosure	2,508,068	2,484,773
Other Assets, Fair Value Disclosure	101,055	50,594
Assets, Fair Value Disclosure	2,636,959	2,552,253
Liabilities, Fair Value Disclosure	98,615	48,924
Pooled Trust Preferred Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated Fair Value	706	706
Senior Debt Obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated Fair Value	18,601	12,329
Equity Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	22,483	21,514
Equity Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	22,483	21,514
U.S. Government-Sponsored Agency Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	140	25,136
U.S. Government-Sponsored Agency Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	140	25,136
State and Municipal Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	401,572	262,765
State and Municipal Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	401,572	262,765
Corporate Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated Fair Value	107,241	96,955
Available-for-sale Securities, Fair Value Disclosure	107,241	96,955
Corporate Debt Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	107,241	96,955
Collateralized Mortgage Obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	652,359	821,509
Collateralized Mortgage Obligations [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	652,359	821,509
Mortgage-Backed Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	1,226,547	1,158,835
Mortgage-Backed Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	1,226,547	1,158,835
Auction Rate Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	97,726	98,059
Auction Rate Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	97,726	98,059
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgages Held-for-sale, Fair Value Disclosure	0	0
Available-for-sale Securities, Fair Value Disclosure	22,483	21,514
Other Assets, Fair Value Disclosure	16,903	16,129
Assets, Fair Value Disclosure	39,386	37,643
Liabilities, Fair Value Disclosure	16,800	15,914
Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	22,483	21,514
Fair Value, Inputs, Level 1 [Member] | U.S. Government-Sponsored Agency Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 1 [Member] | State and Municipal Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 1 [Member] | Collateralized Mortgage Obligations [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 1 [Member] | Mortgage-Backed Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 1 [Member] | Auction Rate Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgages Held-for-sale, Fair Value Disclosure	27,836	16,886
Available-for-sale Securities, Fair Value Disclosure	2,384,718	2,361,864
Other Assets, Fair Value Disclosure	84,152	34,465
Assets, Fair Value Disclosure	2,496,706	2,413,215
Liabilities, Fair Value Disclosure	81,815	33,010
Fair Value, Inputs, Level 2 [Member] | Other Corporate Debt [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated Fair Value	4,000	4,000
Fair Value, Inputs, Level 2 [Member] | Financial Institutions Subordinated Debt [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated Fair Value	44,700	40,800
Fair Value, Inputs, Level 2 [Member] | Senior Debt Obligations [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated Fair Value	18,600	12,300
Fair Value, Inputs, Level 2 [Member] | Equity Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member] | U.S. Government-Sponsored Agency Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	140	25,136
Fair Value, Inputs, Level 2 [Member] | State and Municipal Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	401,572	262,765
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	104,100	93,619
Fair Value, Inputs, Level 2 [Member] | Collateralized Mortgage Obligations [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	652,359	821,509
Fair Value, Inputs, Level 2 [Member] | Mortgage-Backed Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	1,226,547	1,158,835
Fair Value, Inputs, Level 2 [Member] | Auction Rate Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgages Held-for-sale, Fair Value Disclosure	0	0
Available-for-sale Securities, Fair Value Disclosure	100,867	101,395
Other Assets, Fair Value Disclosure	0	0
Assets, Fair Value Disclosure	100,867	101,395
Liabilities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member] | Pooled Trust Preferred Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated Fair Value	706	706
Fair Value, Inputs, Level 3 [Member] | Equity Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member] | U.S. Government-Sponsored Agency Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member] | State and Municipal Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	3,141	3,336
Fair Value, Inputs, Level 3 [Member] | Collateralized Mortgage Obligations [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member] | Mortgage-Backed Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member] | Auction Rate Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities, Fair Value Disclosure	$ 97,726	$ 98,059

XML

Fair Value Measurements Changes in Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Level 3 Inputs (Details) - Fair Value, Measurements, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Pooled Trust Preferred Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 706	$ 530	$ 706	$ 4,088
Sales				(3,633)
Unrealized adjustment to fair value	0	0	0	190
(Premium amortization) discount accretion	0	0	0	2
Settlements - calls		0		(117)
Balance, end of period	706	530	706	530
Single-issuer Trust Preferred Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	2,425	3,820	2,630	3,820
Sales				0
Unrealized adjustment to fair value	7	(203)	(204)	(207)
(Premium amortization) discount accretion	3	3	9	7
Settlements - calls		(970)		(970)
Balance, end of period	2,435	2,650	2,435	2,650
Auction Rate Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	97,886	98,606	98,059	100,941
Sales				0
Unrealized adjustment to fair value	(318)	(890)	(668)	(978)
(Premium amortization) discount accretion	158	157	335	356
Settlements - calls		0		(2,446)
Balance, end of period	$ 97,726	$ 97,873	$ 97,726	$ 97,873

XML

Fair Value Measurements Assets Measured at Fair Value on a Nonrecurring Basis (Details) - Fair Value, Measurements, Nonrecurring [Member] - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Net loans	$ 140,732	$ 138,491
Other financial assets	48,288	52,043
Assets, Fair Value Disclosure	189,020	190,534
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Net loans	0	0
Other financial assets	0	0
Assets, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Net loans	0	0
Other financial assets	0	0
Assets, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Net loans	140,732	138,491
Other financial assets	48,288	52,043
Assets, Fair Value Disclosure	$ 189,020	$ 190,534

XML

Fair Value Measurements Details of Book Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Balance Sheet Grouping, FinancialStatement Captions[Line Items]
Available for sale investment securities	$ 2,508,068	$ 2,484,773
Reported Value Measurement [Member]
Fair Value, Balance Sheet Grouping, FinancialStatement Captions[Line Items]
Cash and due from banks	86,497	101,120
Interest-bearing deposits with other banks	368,031	230,300
Federal Reserve Bank and Federal Home Loan Bank stock	60,935	62,216
Loans held for sale	27,836	16,886
Available for sale investment securities	2,508,068	2,484,773
Net Loans	14,228,712	13,669,548
Accrued interest receivable	43,600	42,767
Other financial assets	227,310	166,920
Demand and savings deposits	12,148,162	11,267,367
Time deposits	2,804,317	2,864,950
Short-term borrowings	264,042	497,663
Accrued interest payable	13,645	10,724
Other financial liabilities	263,489	190,927
Federal Home Loan Bank advances and long-term debt	965,286	949,542
Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, FinancialStatement Captions[Line Items]
Cash and due from banks	86,497	101,120
Interest-bearing deposits with other banks	368,031	230,300
Federal Reserve Bank and Federal Home Loan Bank stock	60,935	62,216
Loans held for sale	27,836	16,886
Available for sale investment securities	2,508,068	2,484,773
Net Loans	14,155,453	13,540,903
Accrued interest receivable	43,600	42,767
Other financial assets	227,310	166,920
Demand and savings deposits	12,148,162	11,267,367
Time deposits	2,824,653	2,862,868
Short-term borrowings	264,042	497,663
Accrued interest payable	13,645	10,724
Other financial liabilities	263,489	190,927
Federal Home Loan Bank advances and long-term debt	$ 986,323	$ 959,315

XML

Fair Value Measurements Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities valued by the pricing service	94.00%	94.00%
Researched securities to reconcile the difference	5.00%	5.00%
Corporate debt securities	$ 2,485,585	$ 2,485,585
Significant input, assumed market return to liquidity (years)	5 years
Other real estate owned (OREO)	$ 11,981	$ 11,981	$ 11,099
Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Weighted average annual constant prepayment rate		14.40%
Weighted average discount rate		10.10%
Equity Securities Financial Institution [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities, equity securities	21,600	$ 21,600	20,600
Equity Securities, Other [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities, equity securities	901	901
Corporate Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Corporate debt securities	107,241	107,241	96,955
Senior Debt Obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Corporate debt securities	18,601	18,601	12,329
Single-issuer Trust Preferred Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Corporate debt securities	39,253	39,253	39,106
Pooled Trust Preferred Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Corporate debt securities	706	706	706
Fair Value, Measurements, Recurring [Member] | Single-issuer Trust Preferred Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Corporate debt securities	39,300	39,300	39,100
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Trust for Benefit of Employees [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other financial assets	16,400	16,400	15,600
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Foreign Exchange Contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other financial assets	527	527	547
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Trust for Benefit of Employees [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other financial liabilities	16,400	16,400	15,600
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Foreign Exchange Contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other financial liabilities	424	424	331
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities Financial Institution [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities, equity securities	21,600	21,600	20,600
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities, Other [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities, equity securities	901	901	914
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Forward Contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other financial assets	3,200	3,200	1,500
Other financial liabilities	868	868	40
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other financial assets	80,900	80,900	33,000
Other financial liabilities	80,900	80,900	33,000
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Financial Institutions Subordinated Debt [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Corporate debt securities	44,700	44,700	40,800
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Senior Debt Obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Corporate debt securities	18,600	18,600	12,300
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Single-issuer Trust Preferred Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Corporate debt securities	36,800	36,800	36,500
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Other Corporate Debt [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Corporate debt securities	4,000	4,000	4,000
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Single-issuer Trust Preferred Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Corporate debt securities	2,400	2,400	2,600
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Pooled Trust Preferred Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Corporate debt securities	706	706	706
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other real estate owned (OREO)	12,000	12,000	11,100
Other financial assets (MSRs)	$ 36,300	$ 36,300	$ 40,900