DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES

The Corporation used fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 applies only when other guidance requires or permits assets or liabilities to be measured at fair value; it does not expand the use of fair value in any new circumstances.

As defined in ASC 820, fair value is the price to sell an asset or transfer a liability in an orderly transaction between market participants. It represents an exit price at the measurement date. Market participants are buyers and sellers, who are independent, knowledgeable, and willing and able to transact in the principal (or most advantageous) market for the asset or liability being measured. Current market conditions, including imbalances between supply and demand, are considered in determining fair value. The Corporation values its assets and liabilities in the principal market where it sells the particular asset or transfers the liability with the greatest volume and level of activity. In the absence of a principal market, the valuation is based on the most advantageous market for the asset or liability (i.e., the market where the asset could be sold or the liability transferred at a price that maximizes the amount to be received for the asset or minimizes the amount to be paid to transfer the liability).

Valuation inputs refer to the assumptions market participants would use in pricing a given asset or liability. Inputs can be observable or unobservable. Observable inputs are those assumptions which market participants would use in pricing the particular asset or liability. These inputs are based on market data and are obtained from a source independent of the Corporation. Unobservable inputs are assumptions based on the Corporation’s own information or estimate of assumptions used by market participants in pricing the asset or liability. Unobservable inputs are based on the best and most current information available on the measurement date. All inputs, whether observable or unobservable, are ranked in accordance with a prescribed fair value hierarchy which gives the highest ranking to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest ranking to unobservable inputs for which there is little or no market activity (Level 3). Fair values for assets or liabilities classified as Level 2 are based on one or a combination of the following factors: (i) quoted prices for similar assets; (ii) observable inputs for the asset or liability, such as interest rates or yield curves; or (iii) inputs derived principally from or corroborated by observable market data. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Corporation considers an input to be significant if it drives 10 percent or more of the total fair value of a particular asset or liability.

RECURRING MEASUREMENTS

Assets and liabilities are considered to be measured at fair value on a recurring basis if fair value is measured regularly (i.e., daily, weekly,

monthly or quarterly). Recurring valuation occurs at a minimum on the measurement date. Assets and liabilities are considered to be measured

at fair value on a nonrecurring basis if the fair value measurement of the instrument does not necessarily result in a change in the amount

recorded on the balance sheet. Generally, nonrecurring valuation is the result of the application of other accounting pronouncements which

require assets or liabilities to be assessed for impairment or recorded at the lower of cost or fair value. The fair value of assets or liabilities

transferred in or out of Level 3 is measured on the transfer date, with any additional changes in fair value subsequent to the transfer considered

to be realized or unrealized gains or losses.

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the

accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Investment Securities

Where quoted, market prices are available in an active market and securities are classified within Level 1 of the valuation hierarchy. Level 1

securities include U.S. Treasury and equity securities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include agencies, government-sponsored mortgage backs, state and municipal and equity securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include state and municipal, corporate obligations and equity securities. Level 3 fair value for state and municipal, corporate obligations and equity securities was determined using a discounted cash flow model that incorporated market estimates of interest rates and volatility in markets that have not been active.

Third party vendors compile prices from various sources and may apply such techniques as matrix pricing to determine the value of identical or

similar investment securities (Level 2). Matrix pricing is a mathematical technique widely used in the banking industry to value investment

securities without relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’

relationship to other benchmark quoted investment securities. Any investment security not valued based upon the methods above are

considered Level 3.

Interest Rate Derivative Agreements

See information regarding the Corporation's interest rate derivative products in NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS, in the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.

The following tables present the fair value measurements of assets and liabilities recognized in the Consolidated Condensed Balance Sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2017, and December 31, 2016.



			Fair Value Measurements Using:
June 30, 2017	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available for sale securities:
U.S. Treasury	$	499	$	499
State and municipal	377,177				$	373,882	$	3,295
U.S. Government-sponsored mortgage-backed securities	330,235				330,235
Corporate obligations	31						31
Equity securities	34,817		32,801		2,012		4
Interest rate swap asset	6,120				6,120
Interest rate cap	3				3
Interest rate swap liability	8,234				8,234



			Fair Value Measurements Using:
December 31, 2016	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available for sale securities:
U.S. Government-sponsored agency securities	$	100			$	100
State and municipal	363,658				358,524		$	5,134
U.S. Government-sponsored mortgage-backed securities	312,292				312,292
Corporate obligations	31						31
Equity securities	20,781		$	18,765	2,012		4
Interest rate swap asset	6,295				6,295
Interest rate cap	15				15
Interest rate swap liability	8,477				8,477

Level 3 Reconciliation

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the Consolidated Condensed Balance Sheets using significant unobservable (Level 3) inputs for the three and six months ended June 30, 2017 and 2016.



	Available for Sale Securities
	Three Months Ended				Six Months ended
	June 30, 2017		June 30, 2016		June 30, 2017			June 30, 2016
Balance at beginning of the period	$	3,279	$	5,504	$	5,169		$	5,932
Included in other comprehensive income	48		59		59			96
Principal payments	3		1		(1,898		)	(464		)
Ending balance	$	3,330	$	5,564	$	3,330		$	5,564

There were no gains or losses for the period included in earnings that were attributable to the changes in unrealized gains or losses related to assets or liabilities held at June 30, 2017 or December 31, 2016.

Transfers Between Levels

There were no transfers in or out of Level 3 for the three and six months ended June 30, 2017 and 2016.

Nonrecurring Measurements

Following is a description of valuation methodologies used for instruments measured at fair value on a non-recurring basis and recognized in the

accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy for

June 30, 2017, and December 31, 2016.



			Fair Value Measurements Using
June 30, 2017	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Impaired loans (collateral dependent)	$	7,460			$	7,460
Other real estate owned	416				416



			Fair Value Measurements Using
December 31, 2016	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Impaired loans (collateral dependent)	$	15,318			$	15,318
Other real estate owned	1,612				1,612

Impaired Loans (collateral dependent)

Loans for which it is probable that the Corporation will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment include estimating fair value of the collateral for collateral dependent loans. If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. If these allocations cause the allowance for loan losses to increase, such increase is reported as a component of the provision for loan losses. Loan losses are charged against the allowance when management believes the uncollectability of the loan is confirmed. During 2017, certain impaired loans were partially charged off or re-evaluated. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

Other Real Estate Owned

The fair value for impaired loans and other real estate owned is measured based on the value of the collateral securing those loans or real

estate and is determined using several methods. The fair value of real estate is generally determined based on appraisals by qualified licensed

appraisers. The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach. If an appraisal is

not available, the fair value may be determined by using a discounted cash flow analysis. Fair value on other collateral such as business assets

is typically ascertained by assessing, either singularly or some combination of, asset appraisals, accounts receivable aging reports, inventory

listings and or customer financial statements. Both appraised values and values based on borrower’s financial information are discounted as

considered appropriate based on age and quality of the information and current market conditions.

Unobservable (Level 3) Inputs

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements, other than goodwill, at June 30, 2017 and December 31, 2016.



June 30, 2017	Fair Value		Valuation Technique	Unobservable Inputs	Range (Weighted-Average)
State and municipal securities	$	3,295	Discounted cash flow	Maturity/Call date	1 month to 20 yrs
				US Muni BQ curve	A- to BBB-
				Discount rate	.69% - 5%

Corporate obligations and Equity securities	$	35	Discounted cash flow	Risk free rate	3 month LIBOR
				plus premium for illiquidity	plus 200bps

Impaired loans (collateral dependent)	$	7,460	Collateral based measurements	Discount to reflect current market conditions and ultimate collectability	0% - 10% (1%)

Other real estate owned	$	416	Appraisals	Discount to reflect current market conditions	0% - 15% (5%)



December 31, 2016	Fair Value		Valuation Technique	Unobservable Inputs	Range (Weighted-Average)
State and municipal securities	$	5,134	Discounted cash flow	Maturity/Call date	1 month to 20 yrs
				US Muni BQ curve	A- to BBB-
				Discount rate	.69% - 5%

Corporate obligations and Equity securities	$	35	Discounted cash flow	Risk free rate	3 month LIBOR
				plus premium for illiquidity	plus 200bps

Impaired loans (collateral dependent)	$	15,318	Collateral based measurements	Discount to reflect current market conditions and ultimate collectability	0% - 10% (1%)

Other real estate owned	$	1,612	Appraisals	Discount to reflect current market conditions	0% - 10% (9%)

Sensitivity of Significant Unobservable Inputs

The following is a discussion of the sensitivity of significant unobservable inputs, the interrelationships between those inputs and other unobservable inputs used in recurring fair value measurement and how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement.

State and Municipal Securities, Corporate Obligations and Equity Securities

The significant unobservable inputs used in the fair value measurement of the Corporation's state and municipal securities, corporate obligations

and equity securities are premiums for unrated securities and marketability discounts. Significant increases or decreases in either of those

inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, changes in either of those inputs will not

affect the other input.

Fair Value of Financial Instruments

The following table presents estimated fair values of the Corporation’s financial instruments and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2017, and December 31, 2016.



			June 30, 2017
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Carrying Amount		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents	$	142,650	$	142,650
Interest-bearing time deposits	48,305		48,305
Investment securities available for sale	742,759		33,300		$	706,129	$	3,330
Investment securities held to maturity	600,564				596,015		13,241
Loans held for sale	4,036				4,036
Loans	5,542,673						5,435,004
Federal Home Loan Bank stock	19,015				19,015
Interest rate swap and cap asset	6,123				6,123
Interest receivable	27,597				27,597
Liabilities:
Deposits	$	6,017,104	$	4,724,324	$	1,275,619
Borrowings:
Federal funds purchased	134,608				134,608
Securities sold under repurchase agreements	127,884				127,839
Federal Home Loan Bank advances	312,715				316,819
Subordinated debentures and term loans	128,742				106,962
Interest rate swap liability	8,234				8,234
Interest payable	3,477				3,477



			December 31, 2016
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Carrying Amount		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents	$	127,927	$	127,927
Interest-bearing time deposits	24,459		24,459
Investment securities available for sale	696,862		18,765		$	672,928	$	5,169
Investment securities held to maturity	607,643				597,246		14,687
Loans held for sale	2,929				2,929
Loans	5,073,608						4,933,552
Federal Home Loan Bank stock	17,964				17,964
Interest rate swap and cap asset	6,310				6,310
Interest receivable	26,194				26,194
Liabilities:
Deposits	$	5,556,498	$	4,427,605	$	1,111,491
Borrowings:
Federal funds purchased	120,349				120,349
Securities sold under repurchase agreements	146,480				146,449
Federal Home Loan Bank advances	298,923				297,465
Subordinated debentures and term loans	128,445				105,930
Interest rate swap liability	8,477				8,477
Interest payable	3,110				3,110

The following methods were used to estimate the fair value of all other financial instruments recognized in the Consolidated Condensed Balance

Sheets at amounts other than fair value.

Cash and cash equivalents: The fair value of cash and cash equivalents approximates carrying value.

Interest-bearing time deposits: The fair value of interest-bearing time deposits approximates carrying value.

Investment securities: Fair value is based on quoted market prices, if available. If a quoted market price is not available, fair value is estimated

using quoted market prices for similar securities. The fair value of certain Level 3 securities is estimated using a discounted cash flow model that incorporated market estimates of interest rates and volatility in markets that have not been active.

Loans held for sale: The carrying amount approximates fair value due to the short duration between origination and date of sale.

Loans: The fair value for loans is estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar

terms to borrowers of similar credit quality. See Impaired Loans above.

Federal Home Loan Bank stock: The fair value of Federal Home Loan Bank stock is based on the price which it may be resold to the Federal Home Loan Bank.

Derivative instruments: The fair value of interest rate swaps reflects the estimated amounts that would have been received to terminate these

contracts at the reporting date based upon pricing or valuation models applied to current market information. Interest rate caps are valued using

the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rose above the

strike rate of the caps. The projected cash receipts on the caps are based on an expectation of future interest rates derived from observed

market interest rate curves and volatilities.

Interest receivable and Interest payable: The fair value of interest receivable and payable approximates carrying value.

Deposits: The fair values of noninterest-bearing and interest-bearing demand accounts and savings deposits are equal to the amount payable

on demand at the balance sheet date. The carrying amounts for variable rate, fixed-term certificates of deposit approximate their fair values at

the balance sheet date. Fair values for fixed-rate certificates of deposit and other time deposits are estimated using a discounted cash flow

calculation that applies interest rates currently being offered to a schedule of aggregated expected monthly maturities on such time deposits.

Borrowings: The fair value of federal funds purchased approximates the carrying amount. The fair value of all other borrowings is estimated

using a discounted cash flow calculation, based on current rates for similar debt.