FAIR VALUE (Tables)

6 Months Ended

Jun. 30, 2012

Summary of Fair Value Measured on a Recurring Basis

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables set forth the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis. There were no transfers between any of the levels for the periods presented.

	June 30, 2012
(000's omitted)	Level 1		Level 2		Level 3		Total Fair Value
Available-for-sale investment securities:
U.S. Treasury and agency securities	$	890,160	$	199,132	$	0	$	1,089,292
Obligations of state and political subdivisions		0		713,232		0		713,232
Government agency mortgage-backed securities		0		298,314		0		298,314
Pooled trust preferred securities		0		0		48,786		48,786
Government agency collateralized mortgage obligations		0		39,910		0		39,910
Corporate debt securities		0		16,231		0		16,231
Marketable equity securities		382		0		0		382
Total available-for-sale investment securities	$	890,542	$	1,266,819	$	48,786	$	2,206,147

	December 31, 2011
(000's omitted)	Level 1		Level 2		Level 3		Total Fair Value
Available-for-sale investment securities:
U.S. Treasury and agency securities	$	311,958	$	208,590	$	0	$	520,548
Obligations of state and political subdivisions		0		573,012		0		573,012
Government agency mortgage-backed securities		0		331,379		0		331,379
Pooled trust preferred securities		0		0		43,846		43,846
Government agency collateralized mortgage obligations		0		46,943		0		46,943
Corporate debt securities		0		22,855		0		22,855
Marketable equity securities		390		0		0		390
Total available-for-sale investment securities		312,348		1,182,779		43,846		1,538,973
Mortgage loans held for sale		0		532		0		532
Total	$	312,348	$	1,183,311	$	43,846	$	1,539,505

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis

The changes in Level 3 assets measured at fair value on a recurring basis are summarized in the following tables:.

	Three Months Ended June 30,
	2012			2011
(000's omitted)	Pooled Trust Preferred Securities			Pooled Trust Preferred Securities			Commitments to Originate Real Estate Loans for Sale			Total
Beginning balance	$	47,385		$	48,172		$	58		$	48,230
Total gains (losses) included in earnings (1)(2)		96			25			(58	)		(33	)
Total gains included in other comprehensive income(3)		3,800			1,156			0			1,156
Principal reductions		(2,495	)		(381	)		0			(381	)
Commitments to originate real estate loans held for sale, net		0			0			142			142
Ending balance	$	48,786		$	48,972		$	142		$	49,114

(1)	Amounts included in earnings associated with the pooled trust preferred securities relate to accretion of related discount and are reported in interest and dividends on taxable investments.

(2)	Amounts included in earnings associated with the commitments to originate real estate loans for sale are reported as a component of other banking service fees.

(3)	Amounts included in other comprehensive income associated with the pooled trust preferred securities are relate to changes in unrealized loss and are reported as a component of unrealized gains on securities in the Statement of Comprehensive Income.

	Six Months Ended June 30,
	2012			2011
(000's omitted)	Pooled Trust Preferred Securities			Pooled Trust Preferred Securities			Commitments to Originate Real Estate Loans for Sale			Total
Beginning balance	$	43,846		$	41,993		$	58		$	42,051
Total gains (losses) included in earnings (1)(2)		144			48			(116	)		(68	)
Total gains included in other comprehensive income(3)		8,367			7,679			0			7,679
Principal reductions		(3,571	)		(748	)		0			(748	)
Commitments to originate real estate loans held for sale, net		0			0			200			200
Ending balance	$	48,786		$	48,972		$	142		$	49,114

(1)	Amounts included in earnings associated with the pooled trust preferred securities relate to accretion of related discount and are reported in interest and dividends on taxable investments.

(2)	Amounts included in earnings associated with the commitments to originate real estate loans for sale are reported as a component of other banking service fees.

(3)	Amounts included in other comprehensive income associated with the pooled trust preferred securities are relate to changes in unrealized loss and are reported as a component of unrealized gains on securities in the Statement of Comprehensive Income.

Assets and Liabilities Measured on a Non-Recurring Basis

Assets and liabilities measured on a non-recurring basis:

	June 30, 2012								December 31, 2011
(000's omitted)	Level 1		Level 2		Level 3		Total Fair Value		Level 1		Level 2		Level 3		Total Fair Value
Impaired loans	$	0	$	0	$	2,487	$	2,487	$	0	$	0	$	4,118	$	4,118
Other real estate owned		0		0		2,899		2,899		0		0		2,682		2,682
Mortgage servicing rights		0		0		797		797		0		0		1,747		1,747
Total	$	0	$	0	$	6,183	$	6,183	$	0	$	0	$	8,547	$	8,547

Significant Unobservable Inputs, Fair Value Valuation Techniques

The significant unobservable inputs used in the determination of fair value of assets classified as Level 3 on a recurring or non-recurring basis as of June 30, 2012 are as follows:

(000's omitted)	Fair Value at June 30, 2012		Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input Range (Weighted Average)

Pooled trust preferred securities	$	48,786	Consensus pricing	Weighting of offered quotes	56.3% - 83.5% (73.8%)

Impaired loans		6,423	Fair value of collateral	Estimated cost of disposal	11% - 25% (18%)

Other real estate owned		2,899	Fair value of collateral	Estimated cost of disposal	11% - 69% (22%)

Mortgage servicing rights		797	Discounted cash flow	Weighted average constant prepayment rate	17.1% - 32.3% (26.5%)
				Weighted average discount rate	2.42% - 3.13% (2.95%)
				Adequate compensation	$7/loan

Carrying Amounts and Estimated Fair Values of Other Financial Instruments

The carrying amounts and estimated fair values of the Company's other financial instruments that are not accounted for at fair value at June 30, 2012 and December 31, 2011 are as follows:

	June 30, 2012				December 31, 2011
	Carrying		Fair		Carrying		Fair
(000's omitted)	Value		Value		Value		Value
Financial assets:
Net loans	$	3,561,670	$	3,585,324	$	3,471,025	$	3,491,729
Financial liabilities:
Deposits		4,910,352		4,919,010		4,795,245		4,810,856
Borrowings		1,157,872		1,256,257		728,281		828,018
Subordinated debt held by unconsolidated subsidiary trusts		102,060		71,905		102,048		73,211

- Definition

Tabular disclosure of assets and liabilities by class, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a nonrecurring basis in periods after initial recognition (for example, impaired assets). The disclosures that may be required or desired include: (a) the fair value measurements recorded during the period and the reasons for the measurements and (b) the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset.

+ References+ Details

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income, and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issuances, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References+ Details

- Definition

Tabular disclosure of the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such certain disclosures about the financial instruments, assets, and liabilities include: (1) the fair value of the required items together with their carrying amounts (as appropriate) and (2) the methodology and assumptions used in developing such estimates of fair value.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 10

-Subparagraph (a)

-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13433-108611

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 820

-SubTopic 10

-Section 50

-Paragraph 2

-Subparagraph (a)

-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19207-110258

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 14

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 30

-Subparagraph (a)

-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15

-Subparagraph b-d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 12

-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13476-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 11

-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13467-108611

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 45

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6447952&loc=d3e13220-108610

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 159

-Paragraph 18

-Subparagraph c(2), d, e, f

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 157

-Paragraph 32

-Subparagraph a, c(1), c(2), c(3), d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 159

-Paragraph 19

-Subparagraph a, b, c(1), d(1)

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details