Note 4.

Allowance for Loan Losses and Credit Quality of Loans

Allowance for Loan Losses

The allowance for loan losses is maintained at a level estimated by management to provide adequately for probable incurred losses inherent in the current loan portfolio. The adequacy of the allowance for loan losses is continuously monitored. It is assessed for adequacy using a methodology designed to ensure the level of the allowance reasonably reflects the loan portfolio's risk profile. It is evaluated to ensure that it is sufficient to absorb all reasonably estimable credit losses inherent in the current loan portfolio.

To develop and document a systematic methodology for determining the allowance for loan losses, the Company has divided the loan portfolio into three segments, each with different risk characteristics and methodologies for assessing risk. Those segments are further segregated between our loans accounted for under the amortized cost method (referred to as "originated" loans) and loans acquired in a business combination (referred to as "acquired" loans). Each portfolio segment is broken down into class segments where appropriate. Class segments contain unique measurement attributes, risk characteristics and methods for monitoring and assessing risk that are necessary to develop the allowance for loan losses. Unique characteristics such as borrower type, loan type, collateral type, and risk characteristics define each class segment. The following table illustrates the portfolio and class segments for the Company's loan portfolio:

Portfolio	Class
Commercial Loans	Commercial
	Commercial Real Estate
	Agricultural
	Agricultural Real Estate
	Business Banking

Consumer Loans	Indirect
	Home Equity
	Direct

Residential Real Estate Mortgages

Commercial Loans

The Company offers a variety of commercial loan products including commercial (non-real estate), commercial real estate, agricultural, agricultural real estate, and business banking loans. The Company's underwriting analysis for commercial loans typically includes credit verification, independent appraisals, a review of the borrower's financial condition, and a detailed analysis of the borrower's underlying cash flows.

Commercial (non-Real Estate) – The Company offers a variety of loan options to meet the specific needs of our commercial customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs such as inventory and receivables, business expansion and equipment purchases. Generally, a collateral lien is placed on equipment or other assets owned by the borrower. These loans carry a higher risk than commercial real estate loans due to the nature of the underlying collateral, which can be business assets such as equipment and accounts receivable. To reduce the risk, management also attempts to secure real estate as collateral and obtain personal guarantees of the borrowers.

Commercial Real Estate – The Company offers commercial real estate loans to finance real estate purchases, refinancings, expansions and improvements to commercial properties. Commercial real estate loans are made to finance the purchases of real estate, generally with completed structures. These commercial real estate loans are secured by first liens on the real estate, which may include apartments, commercial structures, housing businesses, healthcare facilities, and other non owner-occupied facilities. These loans are typically less risky than commercial loans, since they are secured by real estate and buildings, and are generally originated in amounts of no more than 80% of the appraised value of the property.

Agricultural – The Company offers a variety of agricultural loans to meet the needs of our agricultural customers including term loans, time notes, and lines of credit. These loans are made to purchase livestock, purchase and modernize equipment, and finance seasonal crop expenses. Generally, a collateral lien is placed on the livestock, equipment, produce inventories, and/or receivables owned by the borrower. These loans may carry a higher risk than commercial and agricultural real estate loans due to the industry price volatility, and in some cases, the perishable nature of the underlying collateral. To reduce these risks, management may attempt to secure these loans with additional real estate collateral, obtain personal guarantees of the borrowers, or obtain government loan guarantees to provide further support.

Agricultural Real Estate – The Company offers real estate loans to our agricultural customers to finance farm related real estate purchases, refinancings, expansions, and improvements to agricultural properties such as barns, production facilities, and land. The agricultural real estate loans are secured by first liens on the farm real estate. Because they are secured by land and buildings, these loans may be less risky than agricultural loans. These loans are typically originated in amounts of no more than 75% of the appraised value of the property. Government loan guarantees may be obtained to provide further support.

Business Banking - The Company offers a variety of loan options to meet the specific needs of our business banking customers including term loans, business banking mortgages and lines of credit. Such loans are generally less than $0.5 million and are made available to businesses for working capital such as inventory and receivables, business expansion, equipment purchases, and agricultural needs. Generally, a collateral lien is placed on equipment or other assets owned by the borrower such as inventory and/or receivables. These loans carry a higher risk than commercial loans due to the smaller size of the borrower and lower levels of capital. To reduce the risk, the Company obtains personal guarantees of the owners for a majority of the loans.

Consumer Loans

The Company offers a variety of consumer loan products including indirect, home equity, and direct loans.

Indirect – The Company maintains relationships with many dealers primarily in the communities that we serve. Through these relationships, the Company primarily finances the purchases of automobiles and recreational vehicles (such as campers, boats, etc.) indirectly through dealer relationships. Approximately 75% of the indirect relationships represent automobile financing. Most of these loans carry a fixed rate of interest with principal repayment terms typically ranging from three to six years, based upon the nature of the collateral and the size of the loan. The majority of indirect consumer loans are underwritten on a secured basis using the underlying collateral being financed.

Home Equity – The Company offers home equity lines of credit to consumers to finance home improvements, debt consolidation, education and other uses. Consumers are able to borrow up to 85% of the equity in their homes. The Company originates home equity lines of credit and second mortgage loans (loans secured by a second junior lien position on one-to-four-family residential real estate). These loans carry a higher risk than first mortgage residential loans as they are typically in a second position with respect to collateral. Risk is reduced through underwriting criteria, which include credit verification, appraisals, a review of the borrower's financial condition, and personal cash flows. A security interest, with title insurance when necessary, is taken in the underlying real estate.

Direct – The Company offers a variety of consumer installment loans to finance vehicle purchases, mobile home purchases and personal expenditures. Most of these loans carry a fixed rate of interest with principal repayment terms typically ranging from one to ten years, based upon the nature of the collateral and the size of the loan. The majority of consumer loans are underwritten on a secured basis using the underlying collateral being financed or a customer's deposit account. In addition to installment loans, the Company also offers personal lines of credit and overdraft protection. A minimal amount of loans are unsecured, which carry a higher risk of loss.

Residential Real Estate Mortgages

Residential real estate loans consist primarily of loans secured by first or second deeds of trust on primary residences. We originate adjustable-rate and fixed-rate, one-to-four-family residential real estate loans for the construction, purchase or refinancing of a residential mortgage. These loans are collateralized by owner-occupied properties located in the Company's market area. Loans on one-to-four-family residential real estate are generally originated in amounts of no more than 85% of the purchase price or appraised value (whichever is lower), or have private mortgage insurance. The Company's underwriting analysis for residential mortgage loans typically includes credit verification, independent appraisals, and a review of the borrower's financial condition. Mortgage title insurance and hazard insurance are normally required. Construction loans have a unique risk, because they are secured by an incomplete dwelling. This risk is reduced through periodic site inspections, including one at each loan draw period.

For purposes of evaluating the adequacy of the allowance, the Company considers a number of significant factors that affect the collectability of the portfolio. For individually analyzed loans, these include estimates of loss exposure, which reflect the facts and circumstances that affect the likelihood of repayment of such loans as of the evaluation date. For homogeneous pools of loans, estimates of the Company's exposure to credit loss reflect a current assessment of a number of factors, which could affect collectability. These factors include: past loss experience; size, trend, composition, and nature of loans; changes in lending policies and procedures, including underwriting standards and collection, charge-offs and recoveries; trends experienced in nonperforming and delinquent loans; current economic conditions in the Company's market; portfolio concentrations that may affect loss experienced across one or more components of the portfolio; the effect of external factors such as competition, legal and regulatory requirements; and the experience, ability, and depth of lending management and staff. In addition, various regulatory agencies, as an integral component of their examination process, periodically review the Company's allowance for loan losses. Such agencies may require the Company to make loan grade changes as well as recognize additions to the allowance based on their examinations.

After a thorough consideration of the factors discussed above, any required additions or reductions to the allowance for loan losses are made periodically by charges or credits to the provision for loan losses. These charges or credits are necessary to maintain the allowance at a level which management believes is reasonably reflective of overall inherent risk of probable loss in the portfolio. While management uses available information to recognize losses on loans, additions and reductions of the allowance may fluctuate from one reporting period to another. These fluctuations are reflective of changes in risk associated with portfolio content and/or changes in management's assessment of any or all of the determining factors discussed above.

The following tables illustrate the changes in the allowance for loan losses by our portfolio segments for the three and six months ended June 30, 2015 and 2014:

Three months ended June 30,	Commercial Loans			Consumer Loans			Residential Real Estate Mortgages			Unallocated			Total
Balance as of March 31, 2015	$	31,278		$	26,156		$	7,698		$	227		$	65,359
Charge-offs		(584	)		(4,275	)		(509	)		-			(5,368	)
Recoveries		280			697			93			-			1,070
Provision		(2,648	)		5,736			999			(189	)		3,898
Ending Balance as of June 30, 2015	$	28,326		$	28,314		$	8,281		$	38		$	64,959

Balance as of March 31, 2014	$	34,437		$	28,436		$	6,225		$	336		$	69,434
Charge-offs		(1,427	)		(3,648	)		(165	)		-			(5,240	)
Recoveries		314			714			146			-			1,174
Provision		1,799			2,471			(1	)		(103	)		4,166
Ending Balance as of June 30, 2014	$	35,123		$	27,973		$	6,205		$	233		$	69,534

Six months ended June 30,	Commercial Loans			Consumer Loans			Residential Real Estate Mortgages			Unallocated			Total
Balance as of December 31, 2014	$	32,433		$	26,720		$	7,130		$	76		$	66,359
Charge-offs		(1,382	)		(8,653	)		(1,013	)		-			(11,048	)
Recoveries		514			1,445			149			-			2,108
Provision		(3,239	)		8,802			2,015			(38	)		7,540
Ending Balance as of June 30, 2015	$	28,326		$	28,314		$	8,281		$	38		$	64,959

Balance as of December 31, 2013	$	35,090		$	27,694		$	6,520		$	130		$	69,434
Charge-offs		(1,906	)		(7,680	)		(484	)		-			(10,070	)
Recoveries		713			1,455			240			-			2,408
Provision		1,226			6,504			(71	)		103			7,762
Ending Balance as of June 30, 2014	$	35,123		$	27,973		$	6,205		$	233		$	69,534

As of June 30, 2015, included in the above tables, there was $1.9 million in the allowance for loan losses related to acquired commercial loans. There was $1.5 in the allowance for loan loasses as of June 30, 2014 related to acquired loans. Net charge-offs related to acquired loans totaled approximately $0.1 million and $0.1 million during the three months ended June 30, 2015 and 2014, respectively, and approximately $0.7 million and $0.2 million during the six months ended June 30, 2015 and 2014, respectively, and are included in the table above.

The following tables illustrate the allowance for loan losses and the recorded investment by portfolio segments as of June 30, 2015 and December 31, 2014:

Allowance for Loan Losses and Recorded Investment in Loans

(in thousands)

	Commercial Loans		Consumer Loans		Residential Real Estate Mortgages		Unallocated		Total
As of June 30, 2015
Allowance for loan losses	$	28,326	$	28,314	$	8,281	$	38	$	64,959

Allowance for loans individually evaluated for impairment		2,885		-		-				2,885

Allowance for loans collectively evaluated for impairment	$	25,441	$	28,314	$	8,281	$	38	$	62,074

Ending balance of loans	$	2,565,590	$	2,051,540	$	1,153,758			$	5,770,888

Ending balance of originated loans individually evaluated for impairment		12,506		6,967		5,021				24,494
Ending balance of acquired loans individually evaluated for impairment		9,719		-		-				9,719
Ending balance of acquired loans collectively evaluated for impairment		309,699		120,316		251,751				681,766
Ending balance of originated loans collectively evaluated for impairment	$	2,233,666	$	1,924,257	$	896,986			$	5,054,909

As of December 31, 2014
Allowance for loan losses	$	32,433	$	26,720	$	7,130	$	76	$	66,359

Allowance for loans individually evaluated for impairment		1,100		-		-				1,100

Allowance for loans collectively evaluated for impairment	$	31,333	$	26,720	$	7,130	$	76	$	65,259

Ending balance of loans	$	2,473,702	$	2,005,980	$	1,115,589			$	5,595,271

Ending balance of originated loans individually evaluated for impairment		11,079		5,498		3,544				20,121
Ending balance of acquired loans individually evaluated for impairment		5,675		-		-				5,675
Ending balance of acquired loans collectively evaluated for impairment		327,656		147,256		266,747				741,659
Ending balance of originated loans collectively evaluated for impairment	$	2,129,292	$	1,853,226	$	845,298			$	4,827,816

Credit Quality of Loans

Loans are placed on nonaccrual status when timely collection of principal and interest in accordance with contractual terms is doubtful. This generally occurs when principal or interest payments become ninety days delinquent, unless the loan is well secured and in the process of collection, or sooner when management concludes or circumstances indicate that borrowers may be unable to meet contractual principal or interest payments. When a loan is transferred to a nonaccrual status, all interest previously accrued in the current period but not collected is reversed against interest income in that period. Interest accrued in a prior period and not collected is charged-off against the allowance for loan losses. The Company's nonaccrual policies are the same for all classes of financing receivable.

If ultimate repayment of a nonaccrual loan is expected, any payments received are applied in accordance with contractual terms. If ultimate repayment of principal is not expected, any payment received on a nonaccrual loan is applied to principal until ultimate repayment becomes expected. Nonaccrual loans are returned to accrual status when they become current as to principal and interest and demonstrate a period of performance under the contractual terms and, in the opinion of management, are fully collectible as to principal and interest. For loans in all portfolios, the principal amount is charged off in full or in part as soon as management determines, based on available facts, that the collection of principal in full is improbable. For commercial loans, management considers specific facts and circumstances relative to individual credits in making such a determination. For consumer and residential loan classes, management uses specific guidance and thresholds from the Federal Financial Institutions Examination Council's Uniform Retail Credit Classification and Account Management Policy.

The following tables set forth information with regard to past due and nonperforming loans by loan class as of June 30, 2015 and December 31, 2014:

Age Analysis of Past Due Financing Receivables

As of June 30, 2015

(in thousands)

	31-60 Days Past Due Accruing		61-90 Days Past Due Accruing		Greater Than 90 Days Past Due Accruing		Total Past Due Accruing		Non-Accrual		Current		Recorded Total Loans
ORIGINATED
Commercial Loans
Commercial	$	268	$	7	$	-	$	275	$	22	$	629,818	$	630,115
Commercial Real Estate		1,274		28		-		1,302		6,825		1,148,828		1,156,955
Agricultural		3		67		-		70		1,041		31,704		32,815
Agricultural Real Estate		18		-		-		18		326		26,380		26,724
Business Banking		1,478		77		-		1,555		5,701		392,307		399,563
		3,041		179		-		3,220		13,915		2,229,037		2,246,172

Consumer Loans
Indirect		14,212		3,035		1,250		18,497		1,553		1,378,754		1,398,804
Home Equity		4,941		1,172		328		6,441		5,226		466,301		477,968
Direct		348		111		106		565		59		53,828		54,452
		19,501		4,318		1,684		25,503		6,838		1,898,883		1,931,224
Residential Real Estate Mortgages		2,869		962		174		4,005		7,586		890,416		902,007
	$	25,411	$	5,459	$	1,858	$	32,728	$	28,339	$	5,018,336	$	5,079,403

ACQUIRED
Commercial Loans
Commercial	$	-	$	-	$	-	$	-	$	2,509	$	75,153	$	77,662
Commercial Real Estate		-		-		-		-		7,204		182,634		189,838
Business Banking		181		5		-		186		452		51,280		51,918
		181		5		-		186		10,165		309,067		319,418

Consumer Loans
Indirect		242		32		-		274		125		43,418		43,817
Home Equity		130		61		67		258		555		71,457		72,270
Direct		21		34		8		63		36		4,130		4,229
		393		127		75		595		716		119,005		120,316
Residential Real Estate Mortgages		1,009		406		61		1,476		3,066		247,209		251,751
	$	1,583	$	538	$	136	$	2,257	$	13,947	$	675,281	$	691,485
Total Loans	$	26,994	$	5,997	$	1,994	$	34,985	$	42,286	$	5,693,617	$	5,770,888

Age Analysis of Past Due Financing Receivables

As of December 31, 2014

(in thousands)

	31-60 Days Past Due Accruing		61-90 Days Past Due Accruing		Greater Than 90 Days Past Due Accruing		Total Past Due Accruing		Non-Accrual		Current		Recorded Total Loans
ORIGINATED
Commercial Loans
Commercial	$	-	$	735	$	-	$	735	$	1,012	$	613,400	$	615,147
Commercial Real Estate		192		-		-		192		4,127		1,064,549		1,068,868
Agricultural		-		-		-		-		817		32,130		32,947
Agricultural Real Estate		19		-		-		19		565		24,390		24,974
Business Banking		799		235		84		1,118		6,910		390,407		398,435
		1,010		970		84		2,064		13,431		2,124,876		2,140,371

Consumer Loans
Indirect		16,434		3,154		1,991		21,579		1,964		1,286,507		1,310,050
Home Equity		4,591		1,428		821		6,840		6,596		479,444		492,880
Direct		560		157		52		769		84		54,941		55,794
		21,585		4,739		2,864		29,188		8,644		1,820,892		1,858,724
Residential Real Estate Mortgages		2,901		96		1,256		4,253		8,770		835,819		848,842
	$	25,496	$	5,805	$	4,204	$	35,505	$	30,845	$	4,781,587	$	4,847,937


ACQUIRED
Commercial Loans
Commercial	$	-	$	-	$	-	$	-	$	3,009	$	72,255	$	75,264
Commercial Real Estate		-		-		-		-		2,666		197,222		199,888
Business Banking		5		15		-		20		665		57,494		58,179
		5		15		-		20		6,340		326,971		333,331

Consumer Loans
Indirect		518		5		54		577		106		64,540		65,223
Home Equity		190		60		5		255		557		75,904		76,716
Direct		31		-		7		38		33		5,246		5,317
		739		65		66		870		696		145,690		147,256
Residential Real Estate Mortgages		1,162		265		671		2,098		3,193		261,456		266,747
	$	1,906	$	345	$	737	$	2,988	$	10,229	$	734,117	$	747,334
Total Loans	$	27,402	$	6,150	$	4,941	$	38,493	$	41,074	$	5,515,704	$	5,595,271

There were no material commitments to extend further credit to borrowers with nonperforming loans.

Impaired Loans

The methodology used to establish the allowance for loan losses on impaired loans incorporates specific allocations on loans analyzed individually. Classified and nonperforming loans with outstanding balances of $0.5 million or more and all troubled debt restructured loans ("TDRs") are evaluated for impairment through the Company's quarterly status review process. In determining that we will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreements, we consider factors such as payment history and changes in the financial condition of individual borrowers, local economic conditions, historical loss experience and the conditions of the various markets in which the collateral may be liquidated. For loans that are impaired as defined by accounting standards, impairment is measured by one of three methods: 1) the fair value of collateral less cost to sell, 2) present value of expected future cash flows discounted at the loan's original effective interest rate or 3) the loan's observable market price. All impaired loans are reviewed on a quarterly basis for changes in the level of impairment. Any change to the previously recognized impairment loss is recognized as a change to the allowance account and recorded in the consolidated statement of income as a component of the provision for loan losses.

The following table provides information on loans specifically evaluated for impairment as of June 30, 2015 and December 31, 2014:

	June 30, 2015							December 31, 2014
(in thousands)	Recorded Investment Balance (Book)		Unpaid Principal Balance (Legal)		Related Allowance			Recorded Investment Balance (Book)		Unpaid Principal Balance (Legal)		Related Allowance
ORIGINATED
With no related allowance recorded:
Commercial Loans
Commercial	$	1,815	$	1,967				$	1,748	$	1,901
Commercial Real Estate		4,205		4,216					4,505		4,520
Agricultural		19		25					20		26
Agricultural Real Estate		628		754					1,147		1,441
Business Banking		1,009		1,040					896		1,301
Total Commercial Loans		7,676		8,002					8,316		9,189

Consumer Loans
Indirect		15		24					-		-
Home Equity		6,952		7,713					5,498		6,033
Direct		-		-					-		-
Total Consumer Loans		6,967		7,737					5,498		6,033

Residential Real Estate Mortgages		5,021		5,533					3,544		3,959
Total		19,664		21,272					17,358		19,181

With an allowance recorded:
Commercial Loans
Commercial Real Estate	$	4,830	$	6,687		$	1,035	$	2,763	$	4,611		$	600

ACQUIRED
With no related allowance recorded:
Commercial Loans
Commercial Real Estate		5,890		7,098					2,666		3,830

With an allowance recorded:
Commercial Loans
Commercial		2,508		4,668			1,000		3,009		4,668			500
Commercial Real Estate		1,321		1,329			850		-		-			-
Total Commercial Loans		3,829		5,997			1,850		3,009		4,668			500

Total:	$	34,213	$	41,054		$	2,885	$	25,796	$	32,290		$	1,100

The following tables summarize the average recorded investments on impaired loans specifically evaluated for impairment and the interest income recognized for the three months ended June 30, 2015 and 2014:

	For the three months ended
	June 30, 2015				June 30, 2014
(in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
ORIGINATED
Commercial Loans
Commercial	$	1,768	$	61	$	2,013	$	-
Commercial Real Estate		9,060		41		10,062		42
Agricultural		19		-		123		-
Agricultural Real Estate		630		12		1,412		12
Business Banking		975		2		548		11
Consumer Loans
Indirect		16		-		-		-
Home Equity		6,692		92		5,289		60
Direct		1		-		-		-
Residential Real Estate Mortgage		4,636		33		2,803		26
Total Originated	$	23,797	$	241	$	22,250	$	151

ACQUIRED
Commercial Loans
Commercial		2,602		-		6,315		-
Commercial Real Estate		7,205		-		3,462		-
Total Acquired	$	9,807	$	-	$	9,777	$	-

Total Loans	$	33,604	$	241	$	32,027	$	151

	For the six months ended
	June 30, 2015				June 30, 2014
(in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
ORIGINATED
Commercial Loans
Commercial	$	1,742	$	86	$	2,025	$	-
Commercial Real Estate		9,091		82		10,739		84
Agricultural		19		1		124		1
Agricultural Real Estate		633		23		1,418		23
Business Banking		932		6		429		23
Consumer Loans
Indirect		11		-		-		-
Home Equity		6,560		164		4,959		103
Direct		1		-		-		-
Residential Real Estate Mortgage		4,476		63		2,778		50

Total Originated	$	23,465	$	425	$	22,472	$	284

ACQUIRED
Commercial Loans
Commercial		2,722		-		6,375		-
Commercial Real Estate		7,176		-		3,493		-
Total Acquired	$	9,898	$	-	$	9,868	$	-
Total Loans	$	33,363	$	425	$	32,340	$	284

Credit Quality Indicators

The Company has developed an internal loan grading system to evaluate and quantify the Company's loan portfolio with respect to quality and risk. The system focuses on, among other things, financial strength of borrowers, experience and depth of borrower's management, primary and secondary sources of repayment, payment history, nature of the business, and outlook on particular industries. The internal grading system enables the Company to monitor the quality of the entire loan portfolio on a consistent basis and provide management with an early warning system, enabling recognition and response to problem loans and potential problem loans.

Commercial Grading System

For commercial and agricultural loans, the Company uses a grading system that relies on quantifiable and measurable characteristics when available. This would include comparison of financial strength to available industry averages, comparison of transaction factors (loan terms and conditions) to loan policy, and comparison of credit history to stated repayment terms and industry averages. Some grading factors are necessarily more subjective such as economic and industry factors, regulatory environment, and management. Classified commercial loans consist of loans graded substandard and below. The grading system for commercial and agricultural loans is as follows:

●

Doubtful

A doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the asset, its classification as a loss is deferred. Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to remain an operating entity. Pending events can include mergers, acquisitions, liquidations, capital injections, the perfection of liens on additional collateral, the valuation of collateral, and refinancing. Generally, pending events should be resolved within a relatively short period and the ratings will be adjusted based on the new information. Nonaccrual treatment is required for doubtful assets because of the high probability of loss.

●

Substandard

Substandard loans have a high probability of payment default, or they have other well-defined weaknesses. They require more intensive supervision by bank management. Substandard loans are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity, or marginal capitalization. Repayment may depend on collateral or other credit risk mitigants. For some Substandard loans, the likelihood of full collection of interest and principal may be in doubt and those loans should be placed on nonaccrual. Although Substandard assets in the aggregate will have a distinct potential for loss, an individual asset's loss potential does not have to be distinct for the asset to be rated Substandard.

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Special Mention

Special Mention loans have potential weaknesses that may, if not checked or corrected, weaken the asset or inadequately protect the Company's position at some future date. These loans pose elevated risk, but their weakness does not yet justify a Substandard classification. Borrowers may be experiencing adverse operating trends (declining revenues or margins) or may be struggling with an ill-proportioned balance sheet (e.g., increasing inventory without an increase in sales, high leverage, tight liquidity). Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a Special Mention rating. Although a Special Mention loan has a higher probability of default than a pass asset, its default is not imminent.

●

Pass

Loans graded as Pass encompass all loans not graded as Doubtful, Substandard, or Special Mention. Pass loans are in compliance with loan covenants, and payments are generally made as agreed. Pass loans range from superior quality to fair quality.

Business Banking Grading System

Business banking loans are graded as either Classified or Non-classified:

●

Classified

Classified loans are inadequately protected by the current worth and paying capacity of the obligor or, if applicable, the collateral pledged. These loans have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt, or in some cases make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Classified loans have a high probability of payment default, or a high probability of total or substantial loss. These loans require more intensive supervision by management and are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity, or marginal capitalization. Repayment may depend on collateral or other credit risk mitigants. When the likelihood of full collection of interest and principal may be in doubt; classified loans are considered to have a nonaccrual status. In some cases, Classified loans are considered uncollectible and of such little value that their continuance as assets is not warranted.

●

Non-classified

Loans graded as Non-classified encompass all loans not graded as Classified. Non-classified loans are in compliance with loan covenants, and payments are generally made as agreed and it is expected that such timely payments of principal and interest will continue.

Consumer and Residential Mortgage Grading System

Consumer and Residential Mortgage loans are graded as either Performing or Nonperforming. Nonperforming loans are loans that are 1) over 90 days past due and interest is still accruing, 2) on nonaccrual status or 3) restructured. All loans not meeting any of these three criteria are considered Performing.

The following tables illustrate the Company's credit quality by loan class as of June 30, 2015 and December 31, 2014:

Credit Quality Indicators

As of June 30, 2015

ORIGINATED
Commercial Credit Exposure By Internally Assigned Grade:	Commercial		Commercial Real Estate		Agricultural		Agricultural Real Estate		Total
Pass	$	579,259	$	1,100,065	$	31,935	$	25,462	$	1,736,721
Special Mention		11,834		26,706		49		37		38,626
Substandard		39,022		30,184		823		1,225		71,254
Doubtful		-		-		8		-		8
Total	$	630,115	$	1,156,955	$	32,815	$	26,724	$	1,846,609

Business Banking Credit Exposure By Internally Assigned Grade:	Business Banking								Total
Non-classified	$	383,016							$	383,016
Classified		16,547								16,547
Total	$	399,563							$	399,563

Consumer Credit Exposure By Payment Activity:	Indirect		Home Equity		Direct				Total
Performing	$	1,396,001	$	472,414	$	54,287			$	1,922,702
Nonperforming		2,803		5,554		165				8,522
Total	$	1,398,804	$	477,968	$	54,452			$	1,931,224

Residential Mortgage Credit Exposure By Payment Activity:	Residential Mortgage								Total
Performing	$	894,247							$	894,247
Nonperforming		7,760								7,760
Total	$	902,007							$	902,007

Credit Quality Indicators

As of June 30, 2015

ACQUIRED
Commercial Credit Exposure By Internally Assigned Grade:	Commercial		Commercial Real Estate				Total
Pass	$	72,110	$	170,931			$	243,041
Special Mention		908		6,081				6,989
Substandard		4,644		12,826				17,470
Total	$	77,662	$	189,838			$	267,500

Business Banking Credit Exposure By Internally Assigned Grade:	Business Banking						Total
Non-classified	$	47,546					$	47,546
Classified		4,372						4,372
Total	$	51,918					$	51,918

Consumer Credit Exposure By Payment Activity:	Indirect		Home Equity		Direct		Total
Performing	$	43,692	$	71,648	$	4,185	$	119,525
Nonperforming		125		622		44		791
Total	$	43,817	$	72,270	$	4,229	$	120,316

Residential Mortgage Credit Exposure By Payment Activity:	Residential Mortgage						Total
Performing	$	248,624					$	248,624
Nonperforming		3,127						3,127
Total	$	251,751					$	251,751

Credit Quality Indicators

As of December 31, 2014

ORIGINATED
Commercial Credit Exposure By Internally Assigned Grade:	Commercial		Commercial Real Estate		Agricultural		Agricultural Real Estate		Total
Pass	$	570,884	$	1,023,856	$	30,481	$	23,443	$	1,648,664
Special Mention		6,022		17,341		275		42		23,680
Substandard		38,241		27,671		2,183		1,489		69,584
Doubtful		-		-		8		-		8
Total	$	615,147	$	1,068,868	$	32,947	$	24,974	$	1,741,936

Business Banking Credit Exposure By Internally Assigned Grade:	Business Banking								Total
Non-classified	$	379,445							$	379,445
Classified		18,990								18,990
Total	$	398,435							$	398,435

Consumer Credit Exposure By Payment Activity:	Indirect		Home Equity		Direct				Total
Performing	$	1,306,095	$	485,463	$	55,658			$	1,847,216
Nonperforming		3,955		7,417		136				11,508
Total	$	1,310,050	$	492,880	$	55,794			$	1,858,724

Residential Mortgage Credit Exposure By Payment Activity:	Residential Mortgage								Total
Performing	$	838,816							$	838,816
Nonperforming		10,026								10,026
Total	$	848,842							$	848,842

Credit Quality Indicators

As of December 31, 2014

ACQUIRED
Commercial Credit Exposure By Internally Assigned Grade:	Commercial		Commercial Real Estate				Total
Pass	$	63,630	$	186,036			$	249,666
Special Mention		2,840		2,646				5,486
Substandard		8,794		11,206				20,000
Total	$	75,264	$	199,888			$	275,152

Business Banking Credit Exposure By Internally Assigned Grade:	Business Banking						Total
Non-classified	$	53,264					$	53,264
Classified		4,915						4,915
Total	$	58,179					$	58,179

Consumer Credit Exposure By Payment Activity:	Indirect		Home Equity		Direct		Total
Performing	$	65,063	$	76,154	$	5,277	$	146,494
Nonperforming		160		562		40		762
Total	$	65,223	$	76,716	$	5,317	$	147,256

Residential Mortgage Credit Exposure By Payment Activity:	Residential Mortgage						Total
Performing	$	262,883					$	262,883
Nonperforming		3,864						3,864
Total	$	266,747					$	266,747

Troubled Debt Restructured Loans

The Company's loan portfolio includes certain loans that have been modified where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company's loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower's sustained repayment performance for a reasonable period, generally six months. Substantially all of these modifications included one or a combination of the following: an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; temporary reduction in the interest rate; or change in principal.

When the Company modifies a loan, management evaluates any possible impairment based on the present value of the expected future cash flows, discounted at the contractual interest rate of the original loan agreement, except when the sole (remaining) source of repayment for the loan is the operation or liquidation of the collateral. In these cases, management uses the current fair value of the collateral, less selling costs, instead of discounted cash flows. If management determines that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance.

The following tables illustrate the recorded investment and number of modifications for modified loans, including the recorded investment in the loans prior to a modification and the recorded investment in the loans after restructuring for the three and six months ended June 30, 2015 and 2014:

	Three months ended June 30, 2015
	Number of contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Commercial
Commercial		1	$	1,165	$	1,165
Small Business		1		190		176
Total Commercial		2		1,355		1,341

Consumer
Home Equity		12		1,071		1,128
Total Consumer		12		1,071		1,128

Residential Real Estate		6		370		770

Total Troubled Debt Restructurings		20	$	2,796	$	3,239

	Three months ended June 30, 2014
	Number of contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Commercial
Small Business		2	$	570	$	570
Total Commercial		2		570		570

Consumer
Indirect		2		69		69
Home Equity		6		503		503
Direct		15		1,213		1,213
Total Consumer		23		1,785		1,785

Residential Real Estate		3		432		432

Total Troubled Debt Restructurings		28	$	2,787	$	2,787

	Six months ended June 30, 2015
	Number of contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Commercial
Commercial		1	$	1,165	$	1,165
Small Business		1		190		176
Total Commercial		2		1,355		1,341

Consumer
Home Equity		27		2,112		2,132
Direct		4		106		104
Total Consumer		31		2,218		2,236

Residential Real Estate		15		1,072		1,522

Total Troubled Debt Restructurings		48	$	4,645	$	5,099

	Six months ended June 30, 2014
	Number of contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Commercial
Small Business		2	$	570	$	570
Total Commercial		2		570		570

Consumer
Indirect		2		69		39
Home Equity		8		561		561
Direct		35		2,518		2,518
Total Consumer		45		3,148		3,118

Residential Real Estate		16		1,841		1,841

Total Troubled Debt Restructurings		63	$	5,559	$	5,529

The following table illustrates the recorded investment and number of modifications for TDRs within the three and six months ended June 30, 2015 and 2014 where a concession has been made and subsequently defaulted during the period:

	Three months ended June 30, 2015				Three months ended June 30, 2014
	Number of contracts		Recorded Investment		Number of contracts		Recorded Investment

Consumer
Home Equity		-	$	-		2	$	300
Direct		-		-		1		43
Total Consumer		-		-		3		343

Total Troubled Debt Restructurings		-	$	-		3	$	343

	Six months ended June 30, 2015				Six months ended June 30, 2014
	Number of contracts		Recorded Investment		Number of contracts		Recorded Investment

Consumer
Home Equity		4	$	233		2	$	300
Direct		-		-		5		235
Total Consumer		4		233		7		535

Residential Real Estate		-		-		1		70

Total Troubled Debt Restructurings		4	$	233		8	$	605