10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended September 30, 2013

¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the transition period from                      to                     

Commission file number 001-31940

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Florida	25-1255406
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One F.N.B. Boulevard, Hermitage, PA	16148
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 724-981-6000

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark 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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its 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  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	x	Accelerated Filer	¨
Non-accelerated Filer	¨	Smaller reporting company	¨

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

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.

Class	Outstanding at November 1, 2013
Common Stock, $0.01 Par Value	158,867,441 Shares

F.N.B. CORPORATION

FORM 10-Q

September 30, 2013

INDEX

		PAGE
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets		3
	Consolidated Statements of Comprehensive Income		4
	Consolidated Statements of Stockholders’ Equity		5
	Consolidated Statements of Cash Flows		6
	Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		56
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		78
Item 4.	Controls and Procedures		78
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		79
Item 1A.	Risk Factors		80
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		80
Item 3.	Defaults Upon Senior Securities		80
Item 4.	Mine Safety Disclosures		80
Item 5.	Other Information		80
Item 6.	Exhibits		81
Signatures			82

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Dollars in thousands, except par value

	September 30,			December 31,
	2013			2012
	(Unaudited)
Assets
Cash and due from banks	$	234,746		$	216,233
Interest bearing deposits with banks		48,763			22,811
Cash and Cash Equivalents		283,509			239,044
Securities available for sale		1,115,558			1,172,683
Securities held to maturity (fair value of $1,181,652 and $1,143,213)		1,180,992			1,106,563
Residential mortgage loans held for sale		8,105			27,751
Loans, net of unearned income of $52,598 and $51,661		8,836,905			8,137,719
Allowance for loan losses		(110,052	)		(104,374	)
Net Loans		8,726,853			8,033,345
Premises and equipment, net		147,406			140,367
Goodwill		713,509			675,555
Core deposit and other intangible assets, net		35,400			37,851
Bank owned life insurance		263,781			246,088
Other assets		315,166			344,729
Total Assets	$	12,790,279		$	12,023,976
Liabilities
Deposits:
Non-interest bearing demand	$	2,115,813		$	1,738,195
Savings and NOW		5,247,922			4,808,121
Certificates and other time deposits		2,359,636			2,535,858
Total Deposits		9,723,371			9,082,174
Other liabilities		133,061			163,151
Short-term borrowings		1,166,180			1,083,138
Long-term debt		91,807			89,425
Junior subordinated debt		194,213			204,019
Total Liabilities		11,308,632			10,621,907
Stockholders’ Equity
Common stock – $0.01 par value
Authorized – 500,000,000 shares
Issued – 145,913,917 and 140,314,846 shares		1,455			1,398
Additional paid-in capital		1,440,779			1,376,601
Retained earnings		112,649			75,312
Accumulated other comprehensive loss		(66,171	)		(46,224	)
Treasury stock – 650,482 and 385,604 shares at cost		(7,065	)		(5,018	)
Total Stockholders’ Equity		1,481,647			1,402,069
Total Liabilities and Stockholders’ Equity	$	12,790,279		$	12,023,976

See accompanying Notes to Consolidated Financial Statements

3

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Dollars in thousands, except per share data

Unaudited

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2013		2012			2013		2012
Interest Income
Loans, including fees	$	97,499	$	94,545		$	286,156	$	282,720
Securities:
Taxable		10,888		11,470			32,141		36,022
Nontaxable		1,377		1,682			4,336		5,083
Dividends		13		12			71		361
Other		13		47			45		142
Total Interest Income		109,790		107,756			322,749		324,328
Interest Expense
Deposits		6,895		10,205			22,503		32,776
Short-term borrowings		1,122		1,182			3,304		3,961
Long-term debt		719		860			2,268		2,702
Junior subordinated debt		1,800		1,978			5,578		5,956
Total Interest Expense		10,536		14,225			33,653		45,395
Net Interest Income		99,254		93,531			289,096		278,933
Provision for loan losses		7,280		8,429			22,724		22,028
Net Interest Income After Provision for Loan Losses		91,974		85,102			266,372		256,905
Non-Interest Income
Impairment losses on securities		—		(440	)		—		(440	)
Non-credit related losses on securities not expected to be sold (recognized in other comprehensive income)		—		321			—		321
Net impairment losses on securities		—		(119	)		—		(119	)
Service charges		16,512		17,666			51,703		52,419
Insurance commissions and fees		4,088		4,578			12,619		12,632
Securities commissions and fees		2,575		2,102			8,365		6,143
Trust fees		4,176		3,783			12,428		11,359
Net securities gains (losses)		5		(66	)		757		302
Gain on sale of residential mortgage loans		899		1,176			2,942		2,696
Bank owned life insurance		1,635		1,671			5,161		4,809
Other		2,968		4,022			9,307		9,095
Total Non-Interest Income		32,858		34,813			103,282		99,336
Non-Interest Expense
Salaries and employee benefits		45,155		41,579			132,261		127,255
Net occupancy		6,132		5,840			19,669		18,624
Equipment		6,415		5,728			18,013		16,598
Amortization of intangibles		2,115		2,242			6,226		6,892
Outside services		7,565		7,048			23,332		20,725
FDIC insurance		3,161		2,014			8,197		6,172
Merger related		913		88			4,211		7,399
Other		11,765		12,543			34,356		38,572
Total Non-Interest Expense		83,221		77,082			246,265		242,237
Income Before Income Taxes		41,611		42,833			123,389		114,004
Income taxes		9,977		12,090			34,024		32,549
Net Income	$	31,634	$	30,743		$	89,365	$	81,455
Net Income per Share – Basic	$	0.22	$	0.22		$	0.63	$	0.59
Net Income per Share – Diluted		0.22		0.22			0.62		0.58
Cash Dividends per Share		0.12		0.12			0.36		0.36
Comprehensive Income	$	27,540	$	33,132		$	69,418	$	87,631

See accompanying Notes to Consolidated Financial Statements

4

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Dollars in thousands, except per share data

Unaudited

	Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total
Balance at January 1, 2013	$	1,398	$	1,376,601	$	75,312		$	(46,224	)	$	(5,018	)	$	1,402,069
Net income						89,365									89,365
Change in other comprehensive income, net of tax									(19,947	)					(19,947	)
Common stock dividends ($0.36/share)						(52,028	)								(52,028	)
Issuance of common stock		57		59,561								(2,047	)		57,571
Restricted stock compensation				3,339											3,339
Tax expense of stock-based compensation				1,278											1,278
Balance at September 30, 2013	$	1,455	$	1,440,779	$	112,649		$	(66,171	)	$	(7,065	)	$	1,481,647
Balance at January 1, 2012	$	1,268	$	1,224,572	$	32,925		$	(45,148	)	$	(3,418	)	$	1,210,199
Net income						81,455									81,455
Change in other comprehensive income, net of tax									6,176						6,176
Common stock dividends ($0.36/share)						(50,705	)								(50,705	)
Issuance of common stock		129		145,833		(377	)					(1,548	)		144,037
Restricted stock compensation				3,451											3,451
Tax expense of stock-based compensation				385											385
Balance at September 30, 2012	$	1,397	$	1,374,241	$	63,298		$	(38,972	)	$	(4,966	)	$	1,394,998

See accompanying Notes to Consolidated Financial Statements

5

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in thousands

Unaudited

	Nine Months Ended
	September 30,
	2013			2012
Operating Activities
Net income	$	89,365		$	81,455
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation, amortization and accretion		21,845			21,989
Provision for loan losses		22,724			22,028
Deferred tax expenses		12,246			29,549
Net securities gains		(757	)		(302	)
Other-than-temporary impairment losses on securities		—			119
Tax benefit of stock-based compensation		(1,278	)		(385	)
Net change in:
Interest receivable		(1,568	)		(3,248	)
Interest payable		(2,836	)		(3,506	)
Trading securities		88,052			331,972
Residential mortgage loans held for sale		19,647			(7,300	)
Bank owned life insurance		(1,808	)		(4,475	)
Other, net		18,610			12,036
Net cash flows provided by operating activities		264,242			479,932
Investing Activities
Net change in loans		(473,933	)		(238,978	)
Securities available for sale:
Purchases		(250,724	)		(780,185	)
Sales		21,919			87,101
Maturities		269,330			367,025
Securities held to maturity:
Purchases		(335,533	)		(468,780	)
Sales		17,429			2,903
Maturities		239,942			240,059
Purchase of bank owned life insurance		(10,016	)		(20,024	)
Withdrawal/surrender of bank owned life insurance		—			20,701
Increase in premises and equipment		(7,745	)		(7,940	)
Net cash received in business combinations		41,986			203,538
Net cash flows used in investing activities		(487,345	)		(594,580	)
Financing Activities
Net change in:
Non-interest bearing deposits, savings and NOW accounts		536,442			567,788
Time deposits		(240,111	)		(249,764	)
Short-term borrowings		68,643			155,177
Increase in long-term debt		37,602			26,961
Decrease in long-term debt		(73,867	)		(183,139	)
Decrease in junior subordinated debt		(15,000	)		—
Net proceeds from issuance of common stock		4,609			6,586
Tax benefit of stock-based compensation		1,278			385
Cash dividends paid		(52,028	)		(50,705	)
Net cash flows provided by financing activities		267,568			273,289
Net Increase in Cash and Cash Equivalents		44,465			158,641
Cash and cash equivalents at beginning of period		239,044			208,953
Cash and Cash Equivalents at End of Period	$	283,509		$	367,594

See accompanying Notes to Consolidated Financial Statements

6

F.N.B. CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollars in thousands, except share data

(Unaudited)

September 30, 2013

BUSINESS

F.N.B. Corporation (the Corporation), headquartered in Hermitage, Pennsylvania, is a regional diversified financial services company operating in six states and three major metropolitan areas, including Pittsburgh, Pennsylvania, Baltimore, Maryland and Cleveland, Ohio. The Corporation has more than 250 banking offices throughout Pennsylvania, Ohio, West Virginia and Maryland. The Corporation provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network which is led by its largest affiliate, First National Bank of Pennsylvania (FNBPA). Commercial banking solutions include corporate banking, small business banking, investment real estate financing, asset based lending, capital markets and lease financing. Consumer banking products and services include deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. Wealth management services include asset management, private banking and insurance. The Corporation also operates Regency Finance Company (Regency), which has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee.

BASIS OF PRESENTATION

The Corporation’s accompanying consolidated financial statements and these notes to the financial statements include subsidiaries in which the Corporation has a controlling financial interest. The Corporation owns and operates FNBPA, First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, Regency, F.N.B. Capital Corporation, LLC and Bank Capital Services, LLC, and includes results for each of these entities in the accompanying consolidated financial statements.

The accompanying consolidated financial statements include all adjustments that are necessary, in the opinion of management, to fairly reflect the Corporation’s financial position and results of operations in accordance with U.S. generally accepted accounting principles (GAAP). All significant intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. Events occurring subsequent to the date of the balance sheet have been evaluated for potential recognition or disclosure in the consolidated financial statements through the date of the filing of the consolidated financial statements with the Securities and Exchange Commission (SEC).

Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The interim operating results are not necessarily indicative of operating results the Corporation expects for the full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K filed with the SEC on February 28, 2013.

USE OF ESTIMATES

The accounting and reporting policies of the Corporation conform with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Material estimates that are particularly susceptible to significant changes include the allowance for loan losses, securities valuations, goodwill and other intangible assets and income taxes.

SECURITIES OFFERINGS

On November 1, 2013, the Corporation completed a public offering of 4,693,876 shares of common stock at a price of $12.25 per share, including 612,244 shares of common stock purchased by the underwriters pursuant to an over-allotment option, which the underwriters exercised in full. On November 1, 2013, the Corporation also completed a public offering of 4,000,000 Depositary Shares, each representing a 1/40^th interest in the Non-Cumulative Perpetual Preferred Stock, Series E, of the Corporation, at a price of $25.00 per share. The net proceeds of the combined offerings after deducting underwriting discounts and commissions and estimated offering expenses were $151,175. The Corporation intends to use the proceeds from the offerings to proactively position itself for Basel III implementation, as discussed in the “Enhanced Regulatory Capital Standards” section of this Report, and to support future growth opportunities.

7

MERGERS AND ACQUISITIONS

On October 12, 2013, the Corporation completed its acquisition of PVF Capital Corp. (PVF), a savings and loan holding company based in Solon, Ohio. On the acquisition date, the estimated fair values of PVF included $714,126 in assets, $500,000 in loans and $620,000 in deposits. The acquisition was valued at $110,280 and resulted in the Corporation issuing 8,893,598 shares of its common stock in exchange for 26,119,398 shares of PVF common stock. The assets and liabilities of PVF were recorded on the Corporation’s balance sheet at their preliminary estimated fair values as of October 12, 2013, the acquisition date, and PVF’s results of operations have been included in the Corporation’s consolidated statements of income and comprehensive income since that date. The operations of PVF are not included in the accompanying financial statements dated September 30, 2013. PVF’s banking affiliate, Park View Federal Savings Bank, was merged into FNBPA on October 12, 2013. Based on a preliminary purchase price allocation, during October 2013 the Corporation recorded $50,898 in goodwill and $4,400 in core deposit intangibles as a result of the acquisition. These fair value estimates are provisional amounts based on third party valuations that are currently under review. None of the goodwill is deductible for income tax purposes.

On April 6, 2013, the Corporation completed its acquisition of Annapolis Bancorp, Inc. (ANNB), a bank holding company based in Annapolis, Maryland. On the acquisition date, the estimated fair values of ANNB included $429,358 in assets, $254,911 in loans and $349,370 in deposits. The acquisition was valued at $56,300 and resulted in the Corporation issuing 4,641,412 shares of its common stock in exchange for 4,060,802 shares of ANNB common stock. Additionally, the Corporation paid $609, or $0.15 per share, to the holders of ANNB common stock as cash consideration due to the collection of a certain loan, as designated in the merger agreement. The assets and liabilities of ANNB were recorded on the Corporation’s balance sheet at their preliminary estimated fair values as of April 6, 2013, the acquisition date, and ANNB’s results of operations have been included in the Corporation’s consolidated statements of income and comprehensive income since that date. ANNB’s banking affiliate, BankAnnapolis, was merged into FNBPA on April 6, 2013. In conjunction with the acquisition, a warrant issued by ANNB to the U.S. Department of the Treasury (UST) under the Capital Purchase Program (CPP) was assumed by the Corporation and converted into a warrant to purchase up to 342,564 shares of the Corporation’s common stock. The warrant expires January 30, 2019 and has an exercise price of $3.57 per share. Based on a preliminary purchase price allocation, the Corporation has recorded $37,954 in goodwill and $3,775 in core deposit intangibles as a result of the acquisition. These fair value estimates are provisional amounts based on third party valuations that are currently under review. None of the goodwill is deductible for income tax purposes.

On January 1, 2012, the Corporation completed its acquisition of Parkvale Financial Corporation (Parkvale), a unitary savings and loan holding company based in Monroeville, Pennsylvania. On the acquisition date, the fair values of Parkvale included $1,743,885 in assets, $919,480 in loans and $1,525,253 in deposits. The acquisition was valued at $140,900 and resulted in the Corporation issuing 12,159,312 shares of its common stock in exchange for 5,582,846 shares of Parkvale common stock. The assets and liabilities of Parkvale were recorded on the Corporation’s balance sheet at their fair values as of January 1, 2012, the acquisition date, and Parkvale’s results of operations have been included in the Corporation’s consolidated statements of income and comprehensive income since that date. Parkvale’s banking affiliate, Parkvale Bank, was merged into FNBPA on January 1, 2012. The warrant issued by Parkvale to the UST under the CPP was assumed by the Corporation and converted into a warrant to purchase up to 819,640 shares of the Corporation’s common stock. The warrant expires December 23, 2018 and has an exercise price of $5.81. Based on the purchase price allocation, which was completed in the fourth quarter of 2012, the Corporation recorded $106,602 in goodwill and $16,033 in core deposit intangibles as a result of the acquisition. None of the goodwill is deductible for income tax purposes.

Pending Acquisition

On June 14, 2013, the Corporation announced the signing of a definitive merger agreement to acquire BCSB Bancorp, Inc. (BCSB), a bank holding company based in Baltimore, Maryland with approximately $640,000 in total assets. The transaction is valued at approximately $79,000. Under the terms of the merger agreement, BCSB shareholders will be entitled to receive 2.08 shares of the Corporation’s common stock for each share of BCSB common stock. BCSB’s banking affiliate, Baltimore County Savings Bank, will be merged into FNBPA. The transaction is expected to be completed in the first quarter of 2014, pending regulatory approvals, the approval of BCSB shareholders and the satisfaction of other closing conditions.

8

NEW ACCOUNTING STANDARDS

Income Taxes

In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, to provide guidance on the financial statement presentation of certain unrecognized tax benefits. An unrecognized tax benefit or a portion of an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward with certain exceptions related to availability. The requirements of ASU 2013-11 are effective prospectively for reporting periods beginning after December 15, 2013, with early adoption permitted. The adoption of this update is not expected to have a material effect on the financial statements, results of operations or liquidity of the Corporation.

Derivatives and Hedging

In July 2013, the FASB issued ASU No. 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes, which establishes the Fed Funds Effective Swap Rate as an acceptable U.S. benchmark interest rate, in addition to the UST and LIBOR swap rates, to provide risk managers with a more comprehensive spectrum of interest rate resets to utilize as the designated benchmark interest rate risk component under the hedge accounting guidance. The requirements of ASU 2013-10 are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this update did not have a material effect on the financial statements, results of operations or liquidity of the Corporation.

Comprehensive Income

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, that requires an entity to report the effects of significant reclassifications out of each component of accumulated other comprehensive income on the respective line item in net income if the amount being reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For amounts not required to be reclassified in their entirety in the same reporting period, an entity shall add a cross reference to the related footnote where additional information about the effect of the reclassification is disclosed. The requirements of ASU 2013-02 were effective prospectively for reporting periods beginning after December 15, 2012. The adoption of this update did not have a material effect on the financial statements, results of operations or liquidity of the Corporation.

Disclosures about Offsetting Assets and Liabilities

In January 2013, the FASB issued ASU No. 2013-01, Scope Clarification of Disclosures about Offsetting Assets and Liabilities, that clarifies the scope of its previously issued guidance, limiting the disclosure requirements to derivative instruments, repurchase agreements and reverse repurchase agreements and securities borrowing and lending transactions to the extent that they are offset in the financial statements or subject to an enforceable master netting arrangement or similar agreement. The requirements of ASU 2013-01 are effective on January 1, 2013. The adoption of this update did not have a material effect on the financial statements, results of operations or liquidity of the Corporation.

9

SECURITIES

The amortized cost and fair value of securities are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Securities Available for Sale:
September 30, 2013
U.S. government-sponsored entities	$	336,126	$	412	$	(4,386	)	$	332,152
Residential mortgage-backed securities:
Agency mortgage-backed securities		223,125		4,641		(128	)		227,638
Agency collateralized mortgage obligations		506,672		405		(18,030	)		489,047
Non-agency collateralized mortgage obligations		1,818		28		—			1,846
States of the U.S. and political subdivisions		17,472		542		(139	)		17,875
Collateralized debt obligations		36,451		2,452		(10,199	)		28,704
Other debt securities		16,478		564		(914	)		16,128
Total debt securities		1,138,142		9,044		(33,796	)		1,113,390
Equity securities		1,554		645		(31	)		2,168
	$	1,139,696	$	9,689	$	(33,827	)	$	1,115,558
December 31, 2012
U.S. government-sponsored entities	$	352,910	$	1,676	$	(129	)	$	354,457
Residential mortgage-backed securities:
Agency mortgage-backed securities		267,575		7,575		—			275,150
Agency collateralized mortgage obligations		465,574		4,201		(228	)		469,547
Non-agency collateralized mortgage obligations		2,679		50		—			2,729
States of the U.S. and political subdivisions		23,592		1,232		—			24,824
Collateralized debt obligations		34,765		967		(13,276	)		22,456
Other debt securities		21,790		695		(972	)		21,513
Total debt securities		1,168,885		16,396		(14,605	)		1,170,676
Equity securities		1,554		462		(9	)		2,007
	$	1,170,439	$	16,858	$	(14,614	)	$	1,172,683
Securities Held to Maturity:
September 30, 2013
U.S. Treasury	$	503	$	122	$	—		$	625
U.S. government-sponsored entities		43,403		191		(1,019	)		42,575
Residential mortgage-backed securities:
Agency mortgage-backed securities		650,732		14,679		(2,414	)		662,997
Agency collateralized mortgage obligations		341,743		759		(12,788	)		329,714
Non-agency collateralized mortgage obligations		7,317		53		—			7,370
Commercial mortgage-backed securities		2,247		134		(31	)		2,350
States of the U.S. and political subdivisions		135,047		2,641		(1,667	)		136,021
	$	1,180,992	$	18,579	$	(17,919	)	$	1,181,652
December 31, 2012
U.S. Treasury	$	503	$	188	$	—		$	691
U.S. government-sponsored entities		28,731		280		(99	)		28,912
Residential mortgage-backed securities:
Agency mortgage-backed securities		780,022		28,783		(1	)		808,804
Agency collateralized mortgage obligations		133,976		1,266		—			135,242
Non-agency collateralized mortgage obligations		14,082		130		—			14,212
Commercial mortgage-backed securities		1,024		39		—			1,063
States of the U.S. and political subdivisions		147,713		6,099		—			153,812
Collateralized debt obligations		512		—		(35	)		477
	$	1,106,563	$	36,785	$	(135	)	$	1,143,213

10

The Corporation classifies securities as trading securities when management intends to sell such securities in the near term. Such securities are carried at fair value, with unrealized gains (losses) reflected through the consolidated statements of comprehensive income. The Corporation classified certain securities acquired in conjunction with the ANNB and Parkvale acquisitions as trading securities. The Corporation both acquired and sold these trading securities during the quarters in which the acquisitions occurred. As of September 30, 2013 and December 31, 2012, the Corporation did not hold any trading securities.

Gross gains and gross losses were realized on securities as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2013		2012			2013			2012
Gross gains	$	5	$	355		$	1,120		$	1,151
Gross losses		—		(421	)		(363	)		(849	)
	$	5	$	(66	)	$	757		$	302

As of September 30, 2013, the amortized cost and fair value of securities, by contractual maturities, were as follows:

	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	—	$	—	$	2,461	$	2,483
Due from one to five years		209,474		209,523		34,366		34,162
Due from five to ten years		150,871		147,783		65,749		66,086
Due after ten years		46,182		37,553		76,377		76,490
		406,527		394,859		178,953		179,221
Residential mortgage-backed securities:
Agency mortgage-backed securities		223,125		227,638		650,732		662,997
Agency collateralized mortgage obligations		506,672		489,047		341,743		329,714
Non-agency collateralized mortgage obligations		1,818		1,846		7,317		7,370
Commercial mortgage-backed securities		—		—		2,247		2,350
Equity securities		1,554		2,168		—		—
	$	1,139,696	$	1,115,558	$	1,180,992	$	1,181,652

Maturities may differ from contractual terms because borrowers may have the right to call or prepay obligations with or without penalties. Periodic payments are received on mortgage-backed securities based on the payment patterns of the underlying collateral.

At September 30, 2013 and December 31, 2012, securities with a carrying value of $1,025,579 and $725,450, respectively, were pledged to secure public deposits, trust deposits and for other purposes as required by law. Securities with a carrying value of $849,901 and $795,812 at September 30, 2013 and December 31, 2012, respectively, were pledged as collateral for short-term borrowings.

11

Following are summaries of the fair values and unrealized losses of securities, segregated by length of impairment:

	Less than 12 Months							12 Months or More							Total
	#		Fair Value		Unrealized Losses			#		Fair Value		Unrealized Losses			#		Fair Value		Unrealized Losses
Securities Available for Sale:
September 30, 2013
U.S. government-sponsored entities		12	$	173,836	$	(4,386	)		—	$	—	$	—			12	$	173,836	$	(4,386	)
Residential mortgage-backed securities:
Agency mortgage-backed securities		3		31,737		(128	)		—		—		—			3		31,737		(128	)
Agency collateralized mortgage obligations		28		416,085		(18,030	)		—		—		—			28		416,085		(18,030	)
States of the U.S. and political subdivisions		2		3,134		(139	)		—		—		—			2		3,134		(139	)
Collateralized debt obligations		1		2,195		(3	)		9		8,927		(10,196	)		10		11,122		(10,199	)
Other debt securities		—		—		—			4		5,963		(914	)		4		5,963		(914	)
Equity securities		—		—		—			1		632		(31	)		1		632		(31	)
		46	$	626,987	$	(22,686	)		14	$	15,522	$	(11,141	)		60	$	642,509	$	(33,827	)
December 31, 2012
U.S. government-sponsored entities		3	$	44,868	$	(129	)		—	$	—	$	—			3	$	44,868	$	(129	)
Residential mortgage-backed securities:
Agency collateralized mortgage obligations		3		47,174		(228	)		—		—		—			3		47,174		(228	)
Collateralized debt obligations		7		8,708		(909	)		9		5,532		(12,367	)		16		14,240		(13,276	)
Other debt securities		—		—		—			4		5,899		(972	)		4		5,899		(972	)
Equity securities		1		654		(9	)		—		—		—			1		654		(9	)
		14	$	101,404	$	(1,275	)		13	$	11,431	$	(13,339	)		27	$	112,835	$	(14,614	)
Securities Held to Maturity:
September 30, 2013
U.S. government-sponsored entities		3	$	39,027	$	(1,019	)		—		—		—			3	$	39,027	$	(1,019	)
Residential mortgage-backed securities:
Agency mortgage-backed securities		18		237,938		(2,414	)		—		—		—			18		237,938		(2,414	)
Agency collateralized mortgage obligations		19		274,423		(12,788	)		—		—		—			19		274,423		(12,788	)
Commercial mortgage-backed securities		1		991		(31	)		—		—		—			1		991		(31	)
States of the U.S. and political subdivisions		25		28,327		(1,667	)		—		—		—			25		28,327		(1,667	)
		66	$	580,706	$	(17,919	)		—		—		—			66	$	580,706	$	(17,919	)
December 31, 2012
U.S. government-sponsored entities		1	$	14,901	$	(99	)		—	$	—	$	—			1	$	14,901	$	(99	)
Residential mortgage-backed securities:
Agency mortgage-backed securities		1		1,424		(1	)		—		—		—			1		1,424		(1	)
Collateralized debt obligations		—		—		—			1		477		(35	)		1		477		(35	)
		2	$	16,325	$	(100	)		1	$	477	$	(35	)		3	$	16,802	$	(135	)

The Corporation does not intend to sell the debt securities and it is not more likely than not the Corporation will be required to sell the securities before recovery of their amortized cost basis.

The Corporation’s unrealized losses on collateralized debt obligations (CDOs) relate to investments in trust preferred securities (TPS). The Corporation’s portfolio of TPS consists of single-issuer and pooled securities. The single-issuer securities are primarily from money-center and large regional banks and are included in other debt securities. The pooled securities consist of securities issued primarily by banks and thrifts, with some of the pools including a limited number of insurance companies. Investments in pooled securities are all in mezzanine tranches except for two investments in senior tranches, and are secured by over-collateralization or default protection provided by subordinated tranches. The non-credit portion of unrealized losses on investments in TPS is attributable to illiquidity and the uncertainty affecting these markets, as well as changes in interest rates.

12

Other-Than-Temporary Impairment

The Corporation evaluates its investment securities portfolio for other-than-temporary impairment (OTTI) on a quarterly basis. Impairment is assessed at the individual security level. The Corporation considers an investment security impaired if the fair value of the security is less than its cost or amortized cost basis.

When impairment of an equity security is considered to be other-than-temporary, the security is written down to its fair value and an impairment loss is recorded as a loss within non-interest income in the consolidated statement of comprehensive income. When impairment of a debt security is considered to be other-than-temporary, the amount of the OTTI recorded as a loss within non-interest income and thereby recognized in earnings depends on whether the Corporation intends to sell the security or whether it is more likely than not that the Corporation will be required to sell the security before recovery of its amortized cost basis.

If the Corporation intends to sell the debt security or more likely than not will be required to sell the security before recovery of its amortized cost basis, OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value.

If the Corporation does not intend to sell the debt security and it is not more likely than not the Corporation will be required to sell the security before recovery of its amortized cost basis, OTTI shall be separated into the amount representing credit loss and the amount related to all other market factors. The amount related to credit loss shall be recognized in earnings. The amount related to other market factors shall be recognized in other comprehensive income, net of applicable taxes.

The Corporation performs its OTTI evaluation process in a consistent and systematic manner and includes an evaluation of all available evidence. Documentation of the process is as extensive as necessary to support a conclusion as to whether a decline in fair value below cost or amortized cost is temporary or other-than-temporary and includes documentation supporting both observable and unobservable inputs and a rationale for conclusions reached. In making these determinations for pooled TPS, the Corporation consults with third-party advisory firms to provide additional valuation assistance.

This process considers factors such as the severity, length of time and anticipated recovery period of the impairment, recoveries or additional declines in fair value subsequent to the balance sheet date, recent events specific to the issuer, including investment downgrades by rating agencies and economic conditions in its industry, and the issuer’s financial condition, repayment capacity, capital strength and near-term prospects.

For debt securities, the Corporation also considers the payment structure of the debt security, the likelihood of the issuer being able to make future payments, failure of the issuer of the security to make scheduled interest and principal payments, whether the Corporation has made a decision to sell the security and whether the Corporation’s cash or working capital requirements or contractual or regulatory obligations indicate that the debt security will be required to be sold before a forecasted recovery occurs. For equity securities, the Corporation also considers its intent and ability to retain the security for a period of time sufficient to allow for a recovery in fair value. Among the factors that the Corporation considers in determining its intent and ability to retain the security is a review of its capital adequacy, interest rate risk position and liquidity. The assessment of a security’s ability to recover any decline in fair value, the ability of the issuer to meet contractual obligations, the Corporation’s intent and ability to retain the security, and whether it is more likely than not the Corporation will be required to sell the security before recovery of its amortized cost basis require considerable judgment.

Debt securities with credit ratings below AA at the time of purchase that are repayment-sensitive securities are evaluated using the guidance of ASC 325, Investments – Other. All other securities are required to be evaluated under ASC 320, Investments – Debt Securities.

The Corporation invested in TPS issued by special purpose vehicles (SPVs) that hold pools of collateral consisting of trust preferred and subordinated debt securities issued by banks, bank holding companies, thrifts and insurance companies. The securities issued by the SPVs are generally segregated into several classes known as tranches. Typically, the structure includes senior, mezzanine and equity tranches. The equity tranche represents the first loss position. The Corporation generally holds interests in mezzanine tranches. Interest and principal collected from the collateral held by the SPVs are distributed with a priority that provides the highest level of protection to the senior-most tranches. In order to provide a high level of protection to the senior tranches, cash flows are diverted to higher-level tranches if the principal and interest coverage tests are not met.

13

The Corporation prices its holdings of TPS using Level 3 inputs in accordance with ASC 820, Fair Value Measurements and Disclosures, and guidance issued by the SEC. In this regard, the Corporation evaluates current available information in estimating the future cash flows of these securities and determines whether there have been favorable or adverse changes in estimated cash flows from the cash flows previously projected. The Corporation considers the structure and term of the pool and the financial condition of the underlying issuers. Specifically, the evaluation incorporates factors such as over-collateralization and interest coverage tests, interest rates and appropriate risk premiums, the timing and amount of interest and principal payments and the allocation of payments to the various tranches. Current estimates of cash flows are based on the most recent trustee reports, announcements of deferrals or defaults, and assumptions regarding expected future default rates, prepayment and recovery rates and other relevant information. In constructing these assumptions, the Corporation considers the following:

• that current defaults would have no recovery;

• that some individually analyzed deferrals will cure at rates varying from 10% to 90% after the deferral period ends;

• recent historical performance metrics, including profitability, capital ratios, loan charge-offs and loan reserve ratios, for the underlying institutions that would indicate a higher probability of default by the institution;

• that institutions identified as possessing a higher probability of default would recover at a rate of 10% for banks and 15% for insurance companies;

• that financial performance of the financial sector continues to be affected by the economic environment resulting in an expectation of additional deferrals and defaults in the future;

• whether the security is currently deferring interest; and

• the external rating of the security and recent changes to its external rating.

The primary evidence utilized by the Corporation is the level of current deferrals and defaults, the level of excess subordination that allows for receipt of full principal and interest, the credit rating for each security and the likelihood that future deferrals and defaults will occur at a level that will fully erode the excess subordination based on an assessment of the underlying collateral. The Corporation combines the results of these factors considered in estimating the future cash flows of these securities to determine whether there has been an adverse change in estimated cash flows from the cash flows previously projected.

The Corporation’s portfolio of TPS consists of 23 pooled issues and four single-issuer securities. Two of the pooled issues are senior tranches; the remaining 21 are mezzanine tranches. At September 30, 2013, the pooled TPS had an estimated fair value of $28,704 while the single-issuer TPS had an estimated fair value of $5,963. The Corporation has concluded from the analysis performed at September 30, 2013 that it is probable that the Corporation will collect all contractual principal and interest payments on all of its single-issuer and pooled TPS sufficient to recover the amortized cost basis of the securities.

At September 30, 2013, all four single-issuer TPS are current in regards to their principal and interest payments. Of the 23 pooled TPS, three are accruing interest based on the coupon rate, 18 are accreting income based on future expected cash flows and the remaining two are on non-accrual status. Income of $2,448 and $2,138 was recognized on pooled TPS for the nine months ended September 30, 2013 and 2012, respectively. Included in the amount for the nine months ended September 30, 2012 was $34 recognized on two pooled TPS which were sold in the second quarter of 2012.

The Corporation recognized net impairment losses on securities of $119 for the nine months ended September 30, 2012 due to the write-down of securities that the Corporation deemed to be other-than-temporarily impaired. The Corporation did not recognize any impairment losses on securities for the nine months ended September 30, 2013.

14

The following table presents a summary of the cumulative credit-related OTTI charges recognized as components of earnings for securities for which a portion of an OTTI is recognized in other comprehensive income:

	Collateralized Debt Obligations			Residential Non-Agency CMOs			Total
For the Nine Months Ended September 30, 2013
Beginning balance	$	17,155		$	212		$	17,367
Loss where impairment was not previously recognized		—			—			—
Additional loss where impairment was previously recognized		—			—			—
Reduction due to credit impaired securities sold		—			(212	)		(212	)
Ending balance	$	17,155		$	—		$	17,155
For the Nine Months Ended September 30, 2012
Beginning balance	$	18,369		$	29		$	18,398
Loss where impairment was not previously recognized		119			—			119
Additional loss where impairment was previously recognized		—			—			—
Reduction due to credit impaired securities sold		(1,214	)		(29	)		(1,243	)
Ending balance	$	17,274		$	—		$	17,274

The secondary market for pooled TPS remains limited. Write-downs, when required, are based on an individual security’s credit performance and its ability to make its contractual principal and interest payments. Should credit quality deteriorate to a greater extent than projected, it is possible that additional write-downs may be required. The Corporation monitors actual deferrals and defaults as well as expected future deferrals and defaults to determine if there is a high probability for expected losses and contractual shortfalls of interest or principal, which could warrant further impairment. The Corporation evaluates its entire TPS portfolio each quarter to determine if additional write-downs are warranted.

15

The following table provides information relating to the Corporation’s TPS as of September 30, 2013:

Deal Name	Class	Current Par Value		Amortized Cost		Fair Value		Unrealized Gain (Loss)			Lowest Credit Ratings	Number of Issuers Currently Performing		Actual Defaults (as a percent of original collateral)		Actual Deferrals (as a percent of original collateral)		Projected Recovery Rates on Current Deferrals (1)		Expected Defaults (%) (2)		Excess Subordination (as a percent of current collateral) (3)
Pooled TPS:
P1	C1	$	5,500	$	2,571	$	1,511	$	(1,060	)	C		42		22		7		41		18		0.00
P2	C1		4,889		3,073		1,241		(1,832	)	C		41		16		15		41		15		0.00
P3	C1		5,561		4,357		1,668		(2,689	)	C		47		13		9		34		16		0.00
P4	C1		3,994		3,120		1,197		(1,923	)	C		52		16		6		42		16		0.00
P5	B3		2,000		765		364		(401	)	C		14		29		10		48		11		0.00
P6	B1		3,028		2,497		1,004		(1,493	)	C		50		15		19		51		10		0.00
P7	C		5,048		828		875		47		C		36		14		22		37		14		0.00
P8	C		2,011		788		336		(452	)	C		44		16		11		36		17		0.42
P9	A4L		2,000		645		397		(248	)	C		24		16		13		43		11		0.00
Total OTTI			34,031		18,644		8,593		(10,051	)			350		17		12		41		15
P10	C1		5,220		1,077		1,434		357		C		42		22		7		41		18		0.00
P11	A2A		5,000		2,198		2,195		(3	)	B+		41		16		15		41		15		47.85
P12	C1		4,781		1,317		1,434		117		C		47		13		9		34		16		0.00
P13	C1		5,260		1,278		1,576		298		C		52		16		6		42		16		0.00
P14	C1		5,190		1,063		1,166		103		C		58		15		12		36		17		0.00
P15	C1		3,206		408		639		231		C		43		19		7		28		16		0.00
P16	C		3,339		651		673		22		C		36		15		12		28		15		0.00
P17	B		2,069		672		673		1		Ca		32		13		21		40		12		18.75
P18	B2		5,000		2,228		2,905		677		CCC		20		0		8		10		15		37.52
P19	B		4,070		963		1,340		377		C		44		16		11		36		17		0.52
P20	A1		3,304		1,983		2,037		54		BB-		46		21		6		35		15		54.24
P21	B		5,000		1,307		1,209		(98	)	C		15		18		6		49		11		0.00
P22	C1		5,531		1,386		1,399		13		C		23		15		12		42		11		0.00
P23	C1		5,606		1,276		1,431		155		C		23		16		10		44		11		0.00
Total Not OTTI			62,576		17,807		20,111		2,304				522		16		10		36		15
Total Pooled TPS		$	96,607	$	36,451	$	28,704	$	(7,747	)			872		16		11		38		15

16

Deal Name	Class	Current Par Value		Amortized Cost		Fair Value		Unrealized Gain (Loss)			Lowest Credit Ratings	Number of Issuers Currently Performing		Actual Defaults (as a percent of original collateral)	Actual Deferrals (as a percent of original collateral)	Projected Recovery Rates on Current Deferrals (1)	Expected Defaults (%) (2)	Excess Subordination (as a percent of current collateral) (3)
Single Issuer TPS:
S1		$	2,000	$	1,954	$	1,600	$	(354	)	BB		1
S2			2,000		1,924		1,620		(304	)	BBB		1
S3			2,000		2,000		1,943		(57	)	B+		1
S4			1,000		999		800		(199	)	BB		1
Total Single Issuer TPS		$	7,000	$	6,877	$	5,963	$	(914	)			4
Total TPS		$	103,607	$	43,328	$	34,667	$	(8,661	)			876

(1) Some current deferrals are expected to cure at rates varying from 10% to 90% after five years.

(2) Expected future defaults as a percent of remaining performing collateral.

(3) Excess subordination represents the additional defaults in excess of both current and projected defaults that the CDO can absorb before the bond experiences any credit impairment.

17

States of the U.S. and Political Subdivisions

The Corporation’s municipal bond portfolio of $152,922 as of September 30, 2013 is highly rated with an average entity-specific rating of AA and 98.7% of the portfolio rated A or better. General obligation bonds comprise 99.0% of the portfolio. Geographically, municipal bonds support the Corporation’s footprint as 78.0% of the securities are from municipalities located throughout Pennsylvania. The average holding size of the securities in the municipal bond portfolio is $987. In addition to the strong stand-alone ratings, 67.7% of the municipalities have purchased credit enhancement insurance to strengthen the creditworthiness of their issue. Management also reviews the credit profile of each issuer on a quarterly basis.

FEDERAL HOME LOAN BANK STOCK

The Corporation is a member of the Federal Home Loan Bank (FHLB) of Pittsburgh. The FHLB requires members to purchase and hold a specified minimum level of FHLB stock based upon their level of borrowings, collateral balances and participation in other programs offered by the FHLB. Stock in the FHLB is non-marketable and is redeemable at the discretion of the FHLB. Both cash and stock dividends on FHLB stock are reported as income.

Members do not purchase stock in the FHLB for the same reasons that traditional equity investors acquire stock in an investor-owned enterprise. Rather, members purchase stock to obtain access to the low-cost products and services offered by the FHLB. Unlike equity securities of traditional for-profit enterprises, the stock of FHLB does not provide its holders with an opportunity for capital appreciation because, by regulation, FHLB stock can only be purchased, redeemed and transferred at par value.

At September 30, 2013 and December 31, 2012, the Corporation’s FHLB stock totaled $21,636 and $24,560, respectively, and is included in other assets on the balance sheet. The Corporation accounts for the stock in accordance with ASC 325, which requires the investment to be carried at cost and evaluated for impairment based on the ultimate recoverability of the par value. Due to the continued improvement of the FHLB’s financial performance and stability over the past several years, the Corporation believes its holdings in the stock are ultimately recoverable at par value and, therefore, determined that FHLB stock was not other-than-temporarily impaired. In addition, the Corporation has ample liquidity and does not require redemption of its FHLB stock in the foreseeable future.

LOANS AND ALLOWANCE FOR LOAN LOSSES

Following is a summary of loans, net of unearned income:

	Originated Loans		Acquired Loans		Total Loans
September 30, 2013
Commercial real estate	$	2,548,278	$	372,530	$	2,920,808
Commercial and industrial		1,689,467		65,768		1,755,235
Commercial leases		141,714		—		141,714
Total commercial loans and leases		4,379,459		438,298		4,817,757
Direct installment		1,349,804		58,735		1,408,539
Residential mortgages		669,978		361,827		1,031,805
Indirect installment		631,030		7,282		638,312
Consumer lines of credit		804,453		83,528		887,981
Other		52,511		—		52,511
	$	7,887,235	$	949,670	$	8,836,905

18

	Originated Loans		Acquired Loans		Total Loans
December 31, 2012
Commercial real estate	$	2,448,471	$	258,575	$	2,707,046
Commercial and industrial		1,555,301		47,013		1,602,314
Commercial leases		130,133		—		130,133
Total commercial loans and leases		4,133,905		305,588		4,439,493
Direct installment		1,108,865		69,665		1,178,530
Residential mortgages		653,826		438,402		1,092,228
Indirect installment		568,324		13,713		582,037
Consumer lines of credit		732,534		72,960		805,494
Other		39,937		—		39,937
	$	7,237,391	$	900,328	$	8,137,719

The carrying amount of acquired loans at September 30, 2013 totaled $944,954, including purchased credit-impaired (PCI) loans with a carrying amount of $16,559, while the carrying amount of acquired loans at December 31, 2012 totaled $896,148, including PCI loans with a carrying amount of $15,864. The outstanding contractual balance receivable of acquired loans at September 30, 2013 totaled $1,011,890, including PCI loans with an outstanding contractual balance receivable of $43,767, while the outstanding contractual balance receivable of acquired loans at December 31, 2012 totaled $949,862, including PCI loans with an outstanding contractual balance receivable of $41,134.

Commercial real estate includes both owner-occupied and non-owner-occupied loans secured by commercial properties. Commercial and industrial includes loans to businesses that are not secured by real estate. Commercial leases consist of loans for new or used equipment. Direct installment is comprised of fixed-rate, closed-end consumer loans for personal, family or household use, such as home equity loans and automobile loans. Residential mortgages consist of conventional and jumbo mortgage loans for non-commercial properties. Indirect installment is comprised of loans originated by third parties and underwritten by the Corporation, primarily automobile loans. Consumer lines of credit include home equity lines of credit (HELOC) and consumer lines of credit that are either unsecured or secured by collateral other than home equity. Other is comprised primarily of mezzanine loans and student loans.

The loan portfolio consists principally of loans to individuals and small- and medium-sized businesses within the Corporation’s primary market area of Pennsylvania, northeastern Ohio, northern West Virginia and central Maryland. The commercial real estate portfolio also includes run-off loans in Florida, which totaled $49,189 or 0.6% of total loans at September 30, 2013, compared to $68,627 or 0.8% of total loans at December 31, 2012. Additionally, the total loan portfolio contains consumer finance loans to individuals in Pennsylvania, Ohio, Tennessee and Kentucky, which equaled $175,123 or 2.0% of total loans at September 30, 2013, compared to $170,999 or 2.1% of total loans at December 31, 2012. Due to the relative size of the consumer finance loan portfolio, they are not segregated from other consumer loans.

As of September 30, 2013, 45.2% of the commercial real estate loans were owner-occupied, while the remaining 54.8% were non-owner-occupied, compared to 46.5% and 53.5%, respectively, as of December 31, 2012. As of September 30, 2013 and December 31, 2012, the Corporation had commercial construction loans of $215,433 and $190,206, respectively, representing 2.4% and 2.3% of total loans, respectively.

ASC 310-30 Loans

All loans acquired in the ANNB and Parkvale acquisitions, except for revolving loans, are accounted for in accordance with ASC 310-30. Revolving loans are accounted for under ASC 310-20. The Corporation’s allowance for loan losses for acquired loans reflects only those losses incurred after acquisition.

19

The following table reflects amounts at acquisition for all purchased loans subject to ASC310-30 (impaired and non-impaired) acquired from ANNB in 2013 and Parkvale in 2012:

	Acquired Impaired Loans			Acquired Performing Loans			Total
Acquired from ANNB in 2013
Contractually required cash flows at acquisition	$	12,200		$	270,197		$	282,397
Non-accretable difference (expected losses and foregone interest)		(7,829	)		(13,705	)		(21,534	)
Cash flows expected to be collected at acquisition		4,371			256,492			260,863
Accretable yield		(523	)		(41,207	)		(41,730	)
Basis in acquired loans at acquisition	$	3,848		$	215,285		$	219,133
Acquired from Parkvale in 2012
Contractually required cash flows at acquisition	$	12,224		$	1,327,342		$	1,339,566
Non-accretable difference (expected losses and foregone interest)		(6,070	)		(214,541	)		(220,611	)
Cash flows expected to be collected at acquisition		6,154			1,112,801			1,118,955
Accretable yield		(589	)		(293,594	)		(294,183	)
Basis in acquired loans at acquisition	$	5,565		$	819,207		$	824,772

The following table provides a summary of change in accretable yield for all acquired loans:

	Acquired Impaired Loans			Acquired Performing Loans			Total
Nine Months Ended September 30, 2013
Balance at beginning of period	$	778		$	253,375		$	254,153
Acquisitions		523			41,207			41,730
Reduction due to unexpected early payoffs		—			(37,432	)		(37,432	)
Reclass from non-accretable difference		6,318			1,555			7,873
Disposals/transfers		164			(210	)		(46	)
Accretion		(2,250	)		(27,629	)		(29,879	)
Balance at end of period	$	5,533		$	230,866		$	236,399
Year Ended December 31, 2012
Balance at beginning of period	$	2,477		$	49,229		$	51,706
Acquisitions		589			293,594			294,183
Reduction due to unexpected early payoffs		—			(57,840	)		(57,840	)
Reclass from non-accretable difference		3,539			10,915			14,454
Disposals/transfers		(49	)		(615	)		(664	)
Accretion		(5,778	)		(41,908	)		(47,686	)
Balance at end of period	$	778		$	253,375		$	254,153

Purchased Credit-Impaired (PCI) Loans

The Corporation has acquired loans for which there was evidence of deterioration of credit quality since origination and for which it was probable, at acquisition, that all contractually required payments would not be collected.

Following is information about PCI loans identified in the Corporation’s acquisition of ANNB:

	At Acquisition		September 30, 2013
Outstanding balance	$	12,220	$	11,867
Carrying amount		3,848		3,442
Allowance for loan losses		n/a		—
Impairment recognized since acquisition		n/a		—
Allowance reduction recognized since acquisition		n/a		—

20

Following is information about PCI loans identified in the Corporation’s acquisition of Parkvale:

	At Acquisition		December 31, 2012
Outstanding balance	$	9,135	$	3,704
Carrying amount		5,565		2,552
Allowance for loan losses		n/a		103
Impairment recognized since acquisition		n/a		103
Allowance reduction recognized since acquisition		n/a		—

Following is information about the Corporation’s PCI loans:

	Outstanding Balance			Non- Accretable Difference			Expected Cash Flows			Accretable Yield			Recorded Investment
For the Nine Months Ended September 30, 2013
Balance at beginning of period	$	41,134		$	(23,733	)	$	17,401		$	(778	)	$	16,623
Acquisitions		12,220			(7,849	)		4,371			(523	)		3,848
Accretion		—			—			—			2,250			2,250
Payments received		(3,087	)		—			(3,087	)		—			(3,087	)
Reclass from non-accretable difference		—			6,318			6,318			(6,318	)		—
Disposals/transfers		(8,442	)		6,193			(2,249	)		(164	)		(2,413	)
Contractual interest		1,942			(1,942	)		—			—			—
Balance at end of period	$	43,767		$	(21,013	)	$	22,754		$	(5,533	)	$	17,221
For the Year Ended December 31, 2012
Balance at beginning of period	$	51,693		$	(33,377	)	$	18,316		$	(2,477	)	$	15,839
Acquisitions		9,135			(2,981	)		6,154			(589	)		5,565
Accretion		—			—			—			5,778			5,778
Payments received		(9,556	)		—			(9,556	)		—			(9,556	)
Reclass from non-accretable difference		—			3,539			3,539			(3,539	)		—
Disposals/transfers		(12,494	)		11,442			(1,052	)		49			(1,003	)
Contractual interest		2,356			(2,356	)		—			—			—
Balance at end of period	$	41,134		$	(23,733	)	$	17,401		$	(778	)	$	16,623

The accretion in the table above includes $440 in 2013 and $3,539 in 2012 that primarily represents payoffs received on certain loans in excess of expected cash flows.

Credit Quality

Management monitors the credit quality of the Corporation’s loan portfolio on an ongoing basis. Measurement of delinquency and past due status are based on the contractual terms of each loan.

Non-performing loans include non-accrual loans and non-performing troubled debt restructurings (TDRs). Past due loans are reviewed on a monthly basis to identify loans for non-accrual status. The Corporation places a loan on non-accrual status and discontinues interest accruals on originated loans generally when principal or interest is due and has remained unpaid for a certain number of days unless the loan is both well secured and in the process of collection. Commercial loans are placed on non-accrual at 90 days, installment loans are placed on non-accrual at 120 days and residential mortgages and consumer lines of credit are generally placed on non-accrual at 180 days. When a loan is placed on non-accrual status, all unpaid interest is reversed. Non-accrual loans may not be restored to accrual status until all delinquent principal and interest have been paid and the ultimate ability to collect the remaining principal and interest is reasonably assured. TDRs are loans in which the borrower has been granted a concession on the interest rate or the original repayment terms due to financial distress. Non-performing assets also include debt securities on which OTTI has been taken in the current or prior periods that have not been returned to accrual status.

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Following is a summary of non-performing assets:

	September 30, 2013			December 31, 2012
Non-accrual loans	$	65,451		$	66,004
Troubled debt restructurings		17,252			14,876
Total non-performing loans		82,703			80,880
Other real estate owned (OREO)		35,144			35,257
Total non-performing loans and OREO		117,847			116,137
Non-performing investments		733			2,809
Total non-performing assets	$	118,580		$	118,946
Asset quality ratios:
Non-performing loans as a percent of total loans		0.94	%		0.99	%
Non-performing loans + OREO as a percent of total loans + OREO		1.33	%		1.42	%
Non-performing assets as a percent of total assets		0.93	%		0.99	%

The following tables provide an analysis of the aging of the Corporation’s past due loans by class, segregated by loans originated and loans acquired:

	30-89 Days Past Due		>90 Days Past Due and Still Accruing		Non- Accrual		Total Past Due		Current		Total Loans
Originated loans:
September 30, 2013
Commercial real estate	$	7,041	$	301	$	47,151	$	54,493	$	2,493,785	$	2,548,278
Commercial and industrial		4,068		459		8,081		12,608		1,676,859		1,689,467
Commercial leases		836		—		782		1,618		140,096		141,714
Total commercial loans and leases		11,945		760		56,014		68,719		4,310,740		4,379,459
Direct installment		9,952		2,515		4,462		16,929		1,332,875		1,349,804
Residential mortgages		12,331		1,986		3,694		18,011		651,967		669,978
Indirect installment		4,815		607		975		6,397		624,633		631,030
Consumer lines of credit		2,146		1,113		306		3,565		800,888		804,453
Other		23		37		—		60		52,451		52,511
	$	41,212	$	7,018	$	65,451	$	113,681	$	7,773,554	$	7,887,235
December 31, 2012
Commercial real estate	$	5,786	$	533	$	47,895	$	54,214	$	2,394,257	$	2,448,471
Commercial and industrial		7,310		456		6,017		13,783		1,541,518		1,555,301
Commercial leases		1,671		—		965		2,636		127,497		130,133
Total commercial loans and leases		14,767		989		54,877		70,633		4,063,272		4,133,905
Direct installment		8,834		2,717		3,342		14,893		1,093,972		1,108,865
Residential mortgages		15,821		2,365		2,891		21,077		632,749		653,826
Indirect installment		5,114		374		1,039		6,527		561,797		568,324
Consumer lines of credit		1,633		247		355		2,235		730,299		732,534
Other		36		15		3,500		3,551		36,386		39,937
	$	46,205	$	6,707	$	66,004	$	118,916	$	7,118,475	$	7,237,391

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	30-89 Days Past Due		³ 90 Days Past Due and Still Accruing		Non-Accrual		Total Past Due (1)		Current		Discount			Total Loans
Acquired Loans:
September 30, 2013
Commercial real estate	$	4,681	$	16,002		—	$	20,683	$	370,373	$	(18,526	)	$	372,530
Commercial and industrial		3,396		4,500		—		7,896		63,566		(5,694	)		65,768
Commercial leases		—		—		—		—		—		—			—
Total commercial loans and leases		8,077		20,502		—		28,579		433,939		(24,220	)		438,298
Direct installment		1,147		1,023		—		2,170		53,785		2,780			58,735
Residential mortgages		7,272		19,002		—		26,274		370,609		(35,056	)		361,827
Indirect installment		246		38		—		284		7,661		(663	)		7,282
Consumer lines of credit		226		893		—		1,119		87,470		(5,061	)		83,528
Other		—		—		—		—		—		—			—
	$	16,968	$	41,458		—	$	58,426	$	953,464	$	(62,220	)	$	949,670
December 31, 2012
Commercial real estate	$	6,829	$	13,597		—	$	20,426	$	250,116	$	(11,967	)	$	258,575
Commercial and industrial		1,653		138		—		1,791		47,351		(2,129	)		47,013
Commercial leases		—		—		—		—		—		—			—
Total commercial loans and leases		8,482		13,735		—		22,217		297,467		(14,096	)		305,588
Direct installment		1,454		947		—		2,401		63,502		3,762			69,665
Residential mortgages		12,137		21,069		—		33,206		439,620		(34,424	)		438,402
Indirect installment		347		56		—		403		14,089		(779	)		13,713
Consumer lines of credit		379		778		—		1,157		75,800		(3,997	)		72,960
Other		—		—		—		—		—		—			—
	$	22,799	$	36,585		—	$	59,384	$	890,478	$	(49,534	)	$	900,328

(1) Past due information for loans acquired is based on the contractual balance outstanding at September 30, 2013 and December 31, 2012.

The Corporation utilizes the following categories to monitor credit quality within its commercial loan portfolio:

Rating Category	Definition
Pass	in general, the condition of the borrower and the performance of the loan is satisfactory or better
Special Mention	in general, the condition of the borrower has deteriorated, requiring an increased level of monitoring
Substandard	in general, the condition of the borrower has significantly deteriorated and the performance of the loan could further deteriorate if deficiencies are not corrected
Doubtful	in general, the condition of the borrower has significantly deteriorated and the collection in full of both principal and interest is highly questionable or improbable

The use of these internally assigned credit quality categories within the commercial loan portfolio permits management’s use of migration and roll rate analysis to estimate a quantitative portion of credit risk. The Corporation’s internal credit risk grading system is based on past experiences with similarly graded loans and conforms with regulatory categories. In general, loan risk ratings within each category are reviewed on an ongoing basis according to the Corporation’s policy for each class of loans. Each quarter, management analyzes the resulting ratings, as well as other external statistics and factors such as delinquency, to track the migration performance of the commercial loan portfolio. Loans within the Pass credit category or that migrate toward the Pass credit category generally have a lower risk of loss compared to loans that migrate toward the Substandard or Doubtful credit categories. Accordingly, management applies higher risk factors to Substandard and Doubtful credit categories.

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The following tables present a summary of the Corporation’s commercial loans by credit quality category, segregated by loans originated and loans acquired:

	Commercial Loan Credit Quality Categories
	Pass		Special Mention		Substandard		Doubtful		Total
Originated Loans:
September 30, 2013
Commercial real estate	$	2,388,404	$	46,750	$	110,342	$	2,782	$	2,548,278
Commercial and industrial		1,550,195		80,987		57,966		319		1,689,467
Commercial leases		139,966		764		984		—		141,714
	$	4,078,565	$	128,501	$	169,292	$	3,101	$	4,379,459
December 31, 2012
Commercial real estate	$	2,282,139	$	57,938	$	106,258	$	2,136	$	2,448,471
Commercial and industrial		1,472,598		32,227		49,814		662		1,555,301
Commercial leases		126,283		243		3,607		—		130,133
	$	3,881,020	$	90,408	$	159,679	$	2,798	$	4,133,905
Acquired Loans:
September 30, 2013
Commercial real estate	$	277,806	$	47,663	$	45,673	$	1,388	$	372,530
Commercial and industrial		49,105		5,067		11,582		14		65,768
Commercial leases		—		—		—		—		—
	$	326,911	$	52,730	$	57,255	$	1,402	$	438,298
December 31, 2012
Commercial real estate	$	204,300	$	14,713	$	39,093	$	469	$	258,575
Commercial and industrial		39,596		3,611		3,804		2		47,013
Commercial leases		—		—		—		—		—
	$	243,896	$	18,324	$	42,897	$	471	$	305,588

Credit quality information for acquired loans is based on the contractual balance outstanding at September 30, 2013 and December 31, 2012. The increase in acquired loans in 2013 primarily relates to the ANNB acquisition on April 6, 2013.

The Corporation uses payment status and delinquency migration analysis within the consumer and other loan classes to enable management to estimate a quantitative portion of credit risk. Each month, management analyzes payment and volume activity, as well as other external statistics and factors such as unemployment, to determine how consumer loans are performing.

24

Following is a table showing originated consumer loans by payment status:

	Consumer Loan Credit Quality by Payment Status
	Performing		Non-Performing		Total
September 30, 2013
Direct installment	$	1,339,139	$	10,665	$	1,349,804
Residential mortgages		656,674		13,304		669,978
Indirect installment		629,838		1,092		631,030
Consumer lines of credit		803,904		549		804,453
Other		52,511		—		52,511
December 31, 2012
Direct installment	$	1,100,324	$	8,541	$	1,108,865
Residential mortgages		642,406		11,420		653,826
Indirect installment		567,192		1,132		568,324
Consumer lines of credit		731,788		746		732,534
Other		36,437		3,500		39,937

Loans are designated as impaired when, in the opinion of management, based on current information and events, the collection of principal and interest in accordance with the loan contract is doubtful. Typically, the Corporation does not consider loans for impairment unless a sustained period of delinquency (i.e., 90-plus days) is noted or there are subsequent events that impact repayment probability (i.e., negative financial trends, bankruptcy filings, imminent foreclosure proceedings, etc.). Impairment is evaluated in the aggregate for consumer installment loans, residential mortgages, consumer lines of credit, commercial leases and commercial loan relationships less than $500. For commercial loan relationships greater than or equal to $500, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using a market interest rate or at the fair value of collateral if repayment is expected solely from the collateral. Consistent with the Corporation’s existing method of income recognition for loans, interest on impaired loans, except those classified as non-accrual, is recognized as income using the accrual method. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

25

Following is a summary of information pertaining to originated loans considered to be impaired, by class of loans:

	Recorded Investment		Unpaid Principal Balance		Specific Related Allowance		Average Recorded Investment
At or For the Nine Months Ended September 30, 2013
With no specific allowance recorded:
Commercial real estate	$	34,281	$	46,548	$	—	$	34,165
Commercial and industrial		9,308		11,377		—		9,448
Commercial leases		782		782		—		729
Total commercial loans and leases		44,371		58,707		—		44,342
Direct installment		10,665		10,901		—		10,451
Residential mortgages		13,298		13,561		—		13,767
Indirect installment		1,092		2,491		—		1,169
Consumer lines of credit		549		609		—		631
Other		—		—		—		583
With a specific allowance recorded:
Commercial real estate		14,300		23,748		2,782		14,379
Commercial and industrial		124		131		124		126
Commercial leases		—		—		—		—
Total commercial loans and leases		14,424		23,879		2,906		14,505
Direct installment		—		—		—		—
Residential mortgages		—		—		—		—
Indirect installment		—		—		—		—
Consumer lines of credit		—		—		—		—
Other		—		—		—		—
Total:
Commercial real estate		48,581		70,296		2,782		48,544
Commercial and industrial		9,432		11,508		124		9,574
Commercial leases		782		782		—		729
Total commercial loans and leases		58,795		82,586		2,906		58,847
Direct installment		10,665		10,901		—		10,451
Residential mortgages		13,298		13,561		—		13,767
Indirect installment		1,092		2,491		—		1,169
Consumer lines of credit		549		609		—		631
Other		—		—		—		583

26

	Recorded Investment		Unpaid Principal Balance		Specific Related Allowance		Average Recorded Investment
At or For the Year Ended December 31, 2012
With no specific allowance recorded:
Commercial real estate	$	37,119	$	50,234	$	—	$	36,426
Commercial and industrial		7,074		9,597		—		6,992
Commercial leases		965		—		—		1,053
Total commercial loans and leases		45,158		59,831		—		44,471
Direct installment		8,541		8,693		—		6,443
Residential mortgages		11,414		11,223		—		9,059
Indirect installment		1,132		2,381		—		1,133
Consumer lines of credit		746		792		—		591
Other		3,500		3,500		—		3,500
With a specific allowance recorded:
Commercial real estate		12,623		21,877		2,136		14,522
Commercial and industrial		590		590		590		592
Commercial leases		—		—		—		—
Total commercial loans and leases		13,213		22,467		2,726		15,114
Direct installment		—		—		—		—
Residential mortgages		—		—		—		—
Indirect installment		—		—		—		—
Consumer lines of credit		—		—		—		—
Other		—		—		—		—
Total:
Commercial real estate		49,742		72,111		2,136		50,948
Commercial and industrial		7,664		10,187		590		7,584
Commercial leases		965		—		—		1,053
Total commercial loans and leases		58,371		82,298		2,726		59,585
Direct installment		8,541		8,693		—		6,443
Residential mortgages		11,414		11,223		—		9,059
Indirect installment		1,132		2,381		—		1,133
Consumer lines of credit		746		792		—		591
Other		3,500		3,500		—		3,500

Interest income is generally no longer recognized once a loan becomes impaired.

The above tables do not include PCI loans with a recorded investment of $17,221 at September 30, 2013 and $16,623 at December 31, 2012. These tables do not reflect the additional allowance for loan losses relating to acquired loans in the following pools and categories: commercial real estate of $1,443; commercial and industrial of $1,023; direct installment of $916; residential mortgages of $1,039; and indirect installment of $295, totaling $4,716 at September 30, 2013 and commercial real estate of $1,955; commercial and industrial of $1,140; direct installment of $657; residential mortgages of $69; and indirect installment of $359, totaling $4,180 at December 31, 2012.

Troubled Debt Restructurings

TDRs are loans whose contractual terms have been modified in a manner that grants a concession to a borrower experiencing financial difficulties. TDRs typically result from loss mitigation activities and could include the extension of a maturity date, interest rate reduction, principal forgiveness, deferral or decrease in payments for a period of time and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of collateral.

27

Following is a summary of the composition of total TDRs:

	September 30, 2013		December 31, 2012
Accruing:
Performing	$	10,102	$	12,659
Non-performing		17,252		14,876
Non-accrual		12,185		12,385
	$	39,539	$	39,920

TDRs that are accruing and performing include loans that met the criteria for non-accrual of interest prior to restructuring for which the Corporation can reasonably estimate the timing and amount of the expected cash flows on such loans and for which the Corporation expects to fully collect the new carrying value of the loans. During the nine months ended September 30, 2013, the Corporation returned to performing status $1,737 in restructured loans, all of which were secured by residential mortgages that have consistently met their modified obligations for more than six months. TDRs that are accruing and non-performing are comprised of consumer loans that have not demonstrated a consistent repayment pattern on the modified terms for more than six months, however it is expected that the Corporation will collect all future principal and interest payments. TDRs that are on non-accrual are not placed on accruing status until all delinquent principal and interest have been paid and the ultimate collectability of the remaining principal and interest is reasonably assured. Some loan modifications classified as TDRs may not ultimately result in the full collection of principal and interest, as modified, and result in potential incremental losses which are factored into the allowance for loan losses.

Excluding purchased impaired loans, commercial loans over $500 whose terms have been modified in a TDR are generally placed on non-accrual, individually analyzed and measured for estimated impairment based on the fair value of the underlying collateral. The Corporation’s allowance for loan losses included specific reserves for commercial TDRs of $756 and $41 at September 30, 2013 and December 31, 2012, respectively, and pooled reserves for individual loans under $500 of $108 and $297 for those same periods, based on historical loss experience. Upon default, the amount of the recorded investment in the TDR in excess of the fair value of the collateral less estimated selling costs is generally considered a confirmed loss and is charged-off against the allowance for loan losses.

All other classes of loans, which are primarily secured by residential properties, whose terms have been modified in a TDR are pooled and measured for estimated impairment based on the expected net present value of the estimated future cash flows of the pool. The Corporation’s allowance for loan losses included pooled reserves for these classes of loans of $1,096 and $1,455 at September 30, 2013 and December 31, 2012, respectively. Upon default of an individual loan, the Corporation’s charge-off policy is followed accordingly for that class of loan.

28

The majority of TDRs are the result of interest rate concessions for a limited period of time. Following is a summary of loans, by class, that have been restructured during the periods indicated:

	Three Months Ended September 30, 2013						Nine Months Ended September 30, 2013
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial real estate		2	$	212	$	207		7	$	1,252	$	1,031
Commercial and industrial		—		—		—		—		—		—
Commercial leases		—		—		—		—		—		—
Total commercial loans and leases		2		212		207		7		1,252		1,031
Direct installment		117		1,199		1,168		300		3,078		2,930
Residential mortgages		9		346		348		39		1,809		1,784
Indirect installment		5		20		18		20		92		84
Consumer lines of credit		1		6		6		14		207		204
Other		—		—		—		—		—		—
		134	$	1,783	$	1,747		380	$	6,438	$	6,033

	Three Months Ended September 30, 2012						Nine Months Ended September 30, 2012
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial real estate		13	$	2,183	$	2,245		16	$	2,341	$	2,971
Commercial and industrial		4		51		48		7		254		123
Commercial leases		—		—		—		—		—		—
Total commercial loans and leases		17		2,234		2,293		23		2,595		3,094
Direct installment		50		237		228		229		1,597		1,557
Residential mortgages		15		934		996		39		2,085		2,266
Indirect installment		4		30		30		17		105		97
Consumer lines of credit		2		2		3		4		5		5
Other		—		—		—		—		—		—
		88	$	3,437	$	3,550		312	$	6,387	$	7,019

29

Following is a summary of TDRs, by class of loans, for which there was a payment default during the periods indicated, excluding loans that were either charged-off or cured by period end. Default occurs when a loan is 90 days or more past due and is within 12 months of restructuring.

	Three Months Ended September 30, 2013 (1)				Nine Months Ended September 30, 2013 (1)
	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
Commercial real estate		—	$	—		1	$	751
Commercial and industrial		—		—		1		15
Commercial leases		—		—		—		—
Total commercial loans and leases		—		—		2		766
Direct installment		24		254		53		509
Residential mortgages		2		99		5		240
Indirect installment		—		—		4		37
Consumer lines of credit		1		85		1		85
Other		—		—		—		—
		27	$	438		65	$	1,637

	Three Months Ended September 30, 2012 (1)				Nine Months Ended September 30, 2012 (1)
	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
Commercial real estate		—	$	—		—	$	—
Commercial and industrial		—		—		—		—
Commercial leases		—		—		—		—
Total commercial loans and leases		—		—		—		—
Direct installment		21		138		27		165
Residential mortgages		1		25		3		208
Indirect installment		2		6		3		8
Consumer lines of credit		—		—		—		—
Other		—		—		—		—
		24	$	169		33	$	381

(1) The recorded investment is as of period end.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision charged to earnings. Loan losses are charged against the allowance for loan losses when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance for loan losses. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Changes in the allowance for loan losses related to impaired loans are charged or credited to the provision for loan losses.

The allowance for loan losses is maintained at a level that, in management’s judgment, is believed adequate to absorb probable losses associated with specifically identified loans, as well as estimated probable credit losses inherent in the remainder of the loan portfolio. Adequacy of the allowance for loan losses is based on management’s evaluation of potential loan losses in the loan portfolio, which includes an assessment of past experience, current economic conditions in specific industries and geographic areas, general economic conditions, known and inherent risks in the loan portfolio, the estimated value of underlying collateral and residuals and changes in the composition of the loan portfolio. Determination of the allowance for loan losses is inherently subjective as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience and consideration of current environmental factors and economic trends, all of which are susceptible to significant change.

30

Management estimates the allowance for loan losses pursuant to ASC 450, Contingencies, and ASC 310, Receivables. ASC 310 is applied to commercial loans that are individually evaluated for impairment. Under ASC 310, a loan is impaired when, based upon current information and events, it is probable that the loan will not be repaid according to its original contractual terms, including both principal and interest. Management performs individual assessments of impaired commercial loan relationships greater than or equal to $500 to determine the existence of loss exposure and, where applicable, the extent of loss exposure based upon the present value of expected future cash flows available to pay the loan, or based upon the fair value of the collateral less estimated selling costs where a loan is collateral dependent. Commercial loans excluded from individual assessment, as well as smaller balance homogeneous loans, such as consumer installment, residential mortgages, consumer lines of credit and commercial leases, are evaluated for loss exposure under ASC 450 based upon historical loss rates for each of these categories of loans.

Following is a summary of changes in the allowance for loan losses, by loan class:

	Balance at Beginning of Period			Charge- Offs			Recoveries			Net Charge- Offs			Provision for Loan Losses			Balance at End of Period
Three Months Ended September 30, 2013
Commercial real estate	$	35,666		$	(365	)	$	80		$	(285	)	$	(538	)	$	34,843
Commercial and industrial		32,486			(1,529	)		231			(1,298	)		1,460			32,648
Commercial leases		1,756			(69	)		59			(10	)		21			1,767
Total commercial loans and leases		69,908			(1,963	)		370			(1,593	)		943			69,258
Direct installment		15,993			(2,183	)		227			(1,956	)		3,194			17,231
Residential mortgages		5,120			(174	)		50			(124	)		437			5,433
Indirect installment		5,626			(807	)		188			(619	)		1,120			6,127
Consumer lines of credit		6,421			(454	)		60			(394	)		1,052			7,079
Other		(219	)		(333	)		—			(333	)		760			208
Total allowance on originated loans		102,849			(5,914	)		895			(5,019	)		7,506			105,336
Purchased credit-impaired loans		325			—			—			—			337			662
Other acquired loans		5,106			70			(559	)		(489	)		(563	)		4,054
Total allowance on acquired loans		5,431			70			(559	)		(489	)		(226	)		4,716
Total allowance	$	108,280		$	(5,844	)	$	336		$	(5,508	)	$	7,280		$	110,052
Three Months Ended September 30, 2012
Commercial real estate	$	38,480		$	(1,481	)	$	1,375		$	(106	)	$	(3,360	)	$	35,014
Commercial and industrial		30,779			(3,746	)		(19	)		(3,765	)		4,861			31,875
Commercial leases		1,674			(216	)		78			(138	)		214			1,750
Total commercial loans and leases		70,933			(5,443	)		1,434			(4,009	)		1,715			68,639
Direct installment		14,536			(1,985	)		225			(1,760	)		1,929			14,705
Residential mortgages		4,259			(3	)		4			1			256			4,516
Indirect installment		5,666			(688	)		158			(530	)		539			5,675
Consumer lines of credit		5,266			(831	)		37			(794	)		1,556			6,028
Other		203			(270	)		—			(270	)		229			162
Total allowance on originated loans		100,863			(9,220	)		1,858			(7,362	)		6,224			99,725
Purchased credit-impaired loans		784			—			—			—			2,205			2,989
Other acquired loans		—			—			—			—			—			—
Total allowance on acquired loans		784			—			—			—			2,205			2,989
Total allowance	$	101,647		$	(9,220	)	$	1,858		$	(7,362	)	$	8,429		$	102,714

31

	Balance at Beginning of Period		Charge- Offs			Recoveries			Net Charge- Offs			Provision for Loan Losses			Balance at End of Period
Nine Months Ended September 30, 2013
Commercial real estate	$	34,810	$	(3,067	)	$	1,606		$	(1,461	)	$	1,494		$	34,843
Commercial and industrial		31,849		(4,262	)		734			(3,528	)		4,327			32,648
Commercial leases		1,744		(317	)		161			(156	)		179			1,767
Total commercial loans and leases		68,403		(7,646	)		2,501			(5,145	)		6,000			69,258
Direct installment		15,130		(6,824	)		709			(6,115	)		8,216			17,231
Residential mortgages		5,155		(733	)		90			(643	)		921			5,433
Indirect installment		5,449		(2,349	)		576			(1,773	)		2,451			6,127
Consumer lines of credit		6,057		(1,183	)		209			(974	)		1,996			7,079
Other		—		(721	)		—			(721	)		929			208
Total allowance on originated loans		100,194		(19,456	)		4,085			(15,371	)		20,513			105,336
Purchased credit-impaired loans		759		(156	)		—			(156	)		59			662
Other acquired loans		3,421		(1,199	)		(320	)		(1,519	)		2,152			4,054
Total allowance on acquired loans		4,180		(1,355	)		(320	)		(1,675	)		2,211			4,716
Total allowance	$	104,374	$	(20,811	)	$	3,765		$	(17,046	)	$	22,724		$	110,052
Nine Months Ended September 30, 2012
Commercial real estate	$	43,283	$	(4,733	)	$	1,634		$	(3,099	)	$	(5,170	)	$	35,014
Commercial and industrial		25,476		(7,086	)		349			(6,737	)		13,136			31,875
Commercial leases		1,556		(509	)		177			(332	)		526			1,750
Total commercial loans and leases		70,315		(12,328	)		2,160			(10,168	)		8,492			68,639
Direct installment		14,814		(5,908	)		721			(5,187	)		5,078			14,705
Residential mortgages		4,437		(644	)		127			(517	)		596			4,516
Indirect installment		5,503		(2,128	)		433			(1,695	)		1,867			5,675
Consumer lines of credit		5,447		(1,585	)		146			(1,439	)		2,020			6,028
Other		146		(716	)		—			(716	)		732			162
Total allowance on originated loans		100,662		(23,309	)		3,587			(19,722	)		18,785			99,725
Purchased credit-impaired loans		—		(254	)		—			(254	)		3,243			2,989
Other acquired loans		—		—			—			—			—			—
Total allowance on acquired loans		—		(254	)		—			(254	)		3,243			2,989
Total allowance	$	100,662	$	(23,563	)	$	3,587		$	(19,976	)	$	22,028		$	102,714

32

Following is a summary of the individual and collective originated allowance for loan losses and corresponding loan balances by class:

	Allowance				Loans Outstanding
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Loans		Individually Evaluated for Impairment		Collectively Evaluated for Impairment
September 30, 2013
Commercial real estate	$	2,782	$	32,061	$	2,548,278	$	35,740	$	2,512,538
Commercial and industrial		124		32,524		1,689,467		5,357		1,684,110
Commercial leases		—		1,767		141,714		—		141,714
Total commercial loans and leases		2,906		66,352		4,379,459		41,097		4,338,362
Direct installment		—		17,231		1,349,804		—		1,349,804
Residential mortgages		—		5,433		669,978		—		669,978
Indirect installment		—		6,127		631,030		—		631,030
Consumer lines of credit		—		7,079		804,453		—		804,453
Other		—		208		52,511		—		52,511
	$	2,906	$	102,430	$	7,887,235	$	41,097	$	7,846,138
December 31, 2012
Commercial real estate	$	2,136	$	32,674	$	2,448,471	$	35,024	$	2,413,447
Commercial and industrial		590		31,259		1,555,301		1,624		1,553,677
Commercial leases		—		1,744		130,133		—		130,133
Total commercial loans and leases		2,726		65,677		4,133,905		36,648		4,097,257
Direct installment		—		15,130		1,108,865		—		1,108,865
Residential mortgages		—		5,155		653,826		—		653,826
Indirect installment		—		5,449		568,324		—		568,324
Consumer lines of credit		—		6,057		732,534		—		732,534
Other		—		—		39,937		—		39,937
	$	2,726	$	97,468	$	7,237,391	$	36,648	$	7,200,743

BORROWINGS

Following is a summary of short-term borrowings:

	September 30, 2013		December 31, 2012
Securities sold under repurchase agreements	$	834,610	$	807,820
Federal funds purchased		200,000		140,000
Subordinated notes		131,570		135,318
	$	1,166,180	$	1,083,138

Securities sold under repurchase agreements is comprised of customer repurchase agreements, which are sweep accounts with next day maturities utilized by larger commercial customers to earn interest on their funds. Securities are pledged to these customers in an amount equal to the outstanding balance.

Following is a summary of long-term debt:

	September 30, 2013		December 31, 2012
Federal Home Loan Bank advances	$	79	$	88
Subordinated notes		82,457		79,897
Other subordinated debt		8,691		8,850
Convertible debt		580		590
	$	91,807	$	89,425

33

The Corporation’s banking affiliate has available credit with the FHLB of $3,212,358 of which $79 was used as of September 30, 2013. These advances are secured by loans collateralized by 1-4 family mortgages and FHLB stock and are scheduled to mature in various amounts periodically through the year 2019. Effective interest rates paid on these advances range from 3.78% to 4.19% for the nine months ended September 30, 2013 and for the year ended December 31, 2012.

JUNIOR SUBORDINATED DEBT

The Corporation has five unconsolidated subsidiary trusts (collectively, the Trusts): F.N.B. Statutory Trust I, F.N.B. Statutory Trust II, Omega Financial Capital Trust I, Sun Bancorp Statutory Trust I and Annapolis Bancorp Statutory Trust I. One hundred percent of the common equity of each Trust is owned by the Corporation. The Trusts were formed for the purpose of issuing Corporation-obligated mandatorily redeemable capital securities (TPS) to third-party investors. The proceeds from the sale of TPS and the issuance of common equity by the Trusts were invested in junior subordinated debt securities (subordinated debt) issued by the Corporation, which are the sole assets of each Trust. Since third-party investors are the primary beneficiaries, the Trusts are not consolidated in the Corporation’s financial statements. The Trusts pay dividends on the TPS at the same rate as the distributions paid by the Corporation on the junior subordinated debt held by the Trusts. Annapolis Bancorp Statutory Trust I was acquired in conjunction with the ANNB acquisition completed on April 6, 2013. Omega Financial Capital Trust I and Sun Bancorp Statutory Trust I were acquired as a result of a previous acquisition.

Distributions on the subordinated debt issued to the Trusts are recorded as interest expense by the Corporation. The TPS are subject to mandatory redemption, in whole or in part, upon repayment of the subordinated debt. The TPS are eligible for redemption, at any time, at the Corporation’s discretion. The subordinated debt, net of the Corporation’s investment in the Trusts, qualifies as Tier 1 capital under the Board of Governors of the Federal Reserve System (FRB) guidelines. Under recently issued capital guidelines, these TPS obligations are subject to limitations when total assets of the Corporation exceed $15,000,000. The Corporation has entered into agreements which, when taken collectively, fully and unconditionally guarantee the obligations under the TPS subject to the terms of each of the guarantees.

During the second quarter of 2013, $15,000 of the Corporation-issued TPS was repurchased at a discount and the related debt extinguished. This $15,000 was opportunistically purchased at auction and represents a portion of the underlying collateral of a pooled TPS that was liquidated by the trustee. The regulatory capital ratios at September 30, 2013 reflect this $15,000 debt extinguishment of TPS.

The following table provides information relating to the Trusts as of September 30, 2013:

	Trust Preferred Securities		Common Securities		Junior Subordinated Debt		Stated Maturity Date		Interest Rate
F.N.B. Statutory Trust I	$	110,000	$	3,866	$	113,866		3/31/33		3.52	%	Variable; LIBOR + 325 basis points (bps)
F.N.B. Statutory Trust II		21,500		665		22,165		6/15/36		1.90	%	Variable; LIBOR + 165 bps
Omega Financial Capital Trust I		36,000		1,114		36,016		10/18/34		2.46	%	Variable; LIBOR + 219 bps
Sun Bancorp Statutory Trust I		16,500		511		17,011		2/22/31		10.20	%	Fixed
Annapolis Bancorp Statutory Trust I		5,000		155		5,155		3/26/33		3.40	%	Variable; LIBOR + 315 bps
	$	189,000	$	6,311	$	194,213

DERIVATIVE INSTRUMENTS

The Corporation is exposed to certain risks arising from both its business operations and economic conditions. The Corporation principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Corporation manages economic risks, including interest rate risk, primarily by managing the amount, source, and duration of its assets and liabilities, and through the use of derivative instruments. Interest rate swaps are the primary derivative instrument used by the Corporation for interest rate management. The Corporation also uses derivative instruments to facilitate transactions on behalf of its customers.

34

Commercial Borrower Derivatives

The Corporation enters into interest rate swap agreements to meet the financing, interest rate and equity risk management needs of qualifying commercial loan customers. These agreements provide the customer the ability to convert from variable to fixed interest rates. The Corporation then enters into positions with a derivative counterparty in order to offset its exposure on the fixed components of the customer agreements. The credit risk associated with derivatives executed with customers is essentially the same as that involved in extending loans and is subject to normal credit policies and monitoring. The Corporation seeks to minimize counterparty credit risk by entering into transactions with only high-quality institutions. These arrangements meet the definition of derivatives, but are not designated as hedging instruments under ASC 815, Derivatives and Hedging. The interest rate swap agreement with the loan customer and with the counterparty is reported at fair value in other assets and other liabilities on the consolidated balance sheet with any resulting gain or loss recorded in current period earnings as other income.

Risk Management Derivatives

The Corporation entered into four separate interest rate derivative agreements between December 2012 and August 2013 in order to manage its net interest income by increasing the stability of the net interest income over a range of potential interest rate scenarios. Interest rate swaps are also used to modify the interest rate characteristics of designated commercial loans from variable to fixed in order to reduce the impact of changes in future cash flows due to interest rate changes. These agreements are designated as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows). The effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings in the same line item associated with the forecasted transaction when the forecasted transaction affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately. Gains and losses from hedge ineffectiveness recognized in the consolidated statement of comprehensive income were not material for the three- and six- month periods ended September 30, 2013.

In accordance with the requirements of ASU No. 2011-04, the Corporation made an accounting policy election to use the portfolio exception with respect to measuring derivative instruments, consistent with the guidance in ASC 820. The Corporation further documents that it meets the criteria for this exception as follows:

• The Corporation manages credit risk for its derivative positions on a counterparty-by-counterparty basis, consistent with its risk management strategy for such transactions. The Corporation manages credit risk by considering indicators of risk such as credit ratings, and by negotiating terms in its master netting arrangements and credit support annex documentation with each individual counterparty. Review of credit risk plays a central role in the decision of which counterparties to consider for such relationships and when deciding with whom it will enter into derivative transactions.

• Since the effective date of ASC 820, the Corporation’s management has monitored and measured credit risk and calculated credit valuation adjustments (CVAs) for its derivative transactions on a counterparty-by-counterparty basis. Management receives reports from an independent third-party valuation specialist on a monthly basis to assist in determining CVAs by counterparty for purposes of reviewing and managing its credit risk exposures. Since the portfolio exception applies only to the fair value measurement and not to the financial statement presentation, the portfolio-level adjustments are then allocated in a reasonable and consistent manner each period to the individual assets or liabilities that make up the counterparty derivative portfolio, in accordance with the Corporation’s accounting policy elections.

The Corporation notes that key market participants take into account the existence of such arrangements that mitigate credit risk exposure in the event of default. As such, the Corporation formally elects to apply the portfolio exception in ASC 820 with respect to measuring counterparty credit risk for all of its derivative transactions subject to master netting arrangements.

At September 30, 2013, the Corporation was party to 300 swaps with customers with notional amounts totaling $801,609 and 266 swaps with derivative counterparties with notional amounts totaling $1,001,609.

35

Derivative assets are classified in the balance sheet under “other assets” and derivative liabilities are classified in the balance sheet under “other liabilities.” The following tables present information about derivative assets and derivative liabilities that are subject to enforceable master netting agreements as well as those not subject to enforceable master netting arrangements:

	Gross Amount		Gross Amounts Offset in the Balance Sheet		Net Amount Presented in the Balance Sheet
Offsetting of Derivative Assets:
September 30, 2013
Derivative assets subject to master netting arrangement:
Interest rate contracts	$	2,225		—	$	2,225
Equity contracts		18		—		18
Derivative assets not subject to master netting arrangement:
Interest rate contracts		35,799		—		35,799
Total derivative assets	$	38,042		—	$	38,042
December 31, 2012
Derivative assets subject to master netting arrangement:
Equity contracts	$	16		—	$	16
Derivative assets not subject to master netting arrangement:
Interest rate contracts		57,992		—		57,992
Total derivative assets	$	58,008		—	$	58,008
Offsetting of Derivative Liabilities:
September 30, 2013
Derivative liabilities subject to master netting arrangement:
Interest rate contracts	$	43,045		—	$	43,045
Derivative liabilities not subject to master netting arrangement:
Interest rate contracts		1,409		—		1,409
Equity contracts		18		—		18
Total derivative liabilities	$	44,472		—	$	44,472
December 31, 2012
Derivative liabilities subject to master netting arrangement:
Interest rate contracts	$	58,134		—	$	58,134
Derivative liabilities not subject to master netting arrangement:
Equity contracts		16		—		16
Total derivative liabilities	$	58,150		—	$	58,150

36

The following tables present a reconciliation of the net amounts of derivative assets and derivative liabilities presented in the balance sheet to the net amounts that would result in the event of offset:

			Gross Amounts Not Offset in the Balance Sheet
	Net Amount Presented in the Balance Sheet		Financial Instruments		Cash Collateral Received		Net Amount
Derivative Assets:
September 30, 2013
Counterparty B	$	2	$	2	$	—	$	—
Counterparty D		205		205		—		—
Counterparty E		936		936		—		—
Counterparty F		205		205		—		—
Counterparty G		112		112		—		—
Counterparty I		386		386		—		—
Counterparty J		397		—		397		—
	$	2,243	$	1,846	$	397		—
December 31, 2012
Counterparty E	$	16		—		—	$	16
Derivative Liabilities:
September 30, 2013
Counterparty A	$	5,528	$	5,528	$	—	$	—
Counterparty B		3,714		3,612		—		102
Counterparty C		1,589		1,589		—		—
Counterparty D		10,131		10,131		—		—
Counterparty E		6,069		6,069		—		—
Counterparty F		25		25		—		—
Counterparty G		5,213		5,213		—		—
Counterparty H		2,634		125		—		2,509
Counterparty I		6,629		6,629		—		—
Counterparty J		1,513		—		1,513		—
	$	43,045	$	38,921	$	1,513	$	2,611
December 31, 2012
Counterparty A	$	8,393	$	8,393		—	$	—
Counterparty B		5,601		5,601		—		—
Counterparty C		2,145		2,145		—		—
Counterparty D		12,354		12,354		—		—
Counterparty E		8,846		8,846		—		—
Counterparty F		353		282		—		71
Counterparty G		5,497		5,497		—		—
Counterparty H		3,937		1,775		—		2,162
Counterparty I		11,008		11,008		—		—
	$	58,134	$	55,901		—	$	2,233

The following table presents the effect of the Corporation’s derivative financial instruments on the income statement:

	Income		Nine Months Ended
	Statement		September 30,
	Location		2013		2012
Interest Rate Products		Other income	$	40	$	40

37

The Corporation has agreements with each of its derivative counterparties that contain a provision where if the Corporation defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Corporation could also be declared in default on its derivative obligations. The Corporation also has agreements with certain of its derivative counterparties that contain a provision that if the Corporation fails to maintain its status as a well-capitalized institution, then the counterparty could terminate the derivative positions and the Corporation would be required to settle its obligations under the agreements. Certain of the Corporation’s agreements with its derivative counterparties contain provisions where if a material or adverse change occurs that materially changes the Corporation’s creditworthiness in an adverse manner, the Corporation may be required to fully collateralize its obligations under the derivative instrument.

Interest rate swap agreements generally require posting of collateral by either party under certain conditions. As of September 30, 2013, the fair value of counterparty derivatives in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk related to these agreements, was $42,093. At September 30, 2013, the Corporation has posted collateral with derivative counterparties with a fair value of $39,493 and cash collateral of $1,699. Additionally, if the Corporation had breached its agreements with its derivative counterparties it would be required to settle its obligations under the agreements at the termination value and would be required to pay an additional $3,014 in excess of amounts previously posted as collateral with the respective counterparty.

The Corporation has entered into interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans to secondary market investors. These arrangements are considered derivative instruments. The fair values of the Corporation’s rate lock commitments to customers and commitments with investors at September 30, 2013 are not material.

COMMITMENTS, CREDIT RISK AND CONTINGENCIES

The Corporation has commitments to extend credit and standby letters of credit that involve certain elements of credit risk in excess of the amount stated in the consolidated balance sheet. The Corporation’s exposure to credit loss in the event of non-performance by the customer is represented by the contractual amount of those instruments. The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved in extending loans to customers and is subject to normal credit policies. Since many of these commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.

Following is a summary of off-balance sheet credit risk information:

	September 30, 2013		December 31, 2012
Commitments to extend credit	$	2,822,545	$	2,600,355
Standby letters of credit		122,713		130,912

At September 30, 2013, funding of 78.3% of the commitments to extend credit was dependent on the financial condition of the customer. The Corporation has the ability to withdraw such commitments at its discretion. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Based on management’s credit evaluation of the customer, collateral may be deemed necessary. Collateral requirements vary and may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Corporation that may require payment at a future date. The credit risk involved in issuing letters of credit is quantified on a quarterly basis, through the review of historical performance of the Corporation’s portfolios and allocated as a liability on the Corporation’s balance sheet.

The Corporation and its subsidiaries are involved in various pending and threatened legal proceedings in which claims for monetary damages and other relief are asserted. These actions include claims brought against the Corporation and its subsidiaries where the Corporation or a subsidiary acted as one or more of the following: a depository bank, lender, underwriter, fiduciary, financial advisor, broker or was engaged in other business activities. Although the ultimate outcome for any asserted claim cannot be predicted with certainty, the Corporation believes that it and its subsidiaries have valid defenses for all asserted claims. Reserves are established for legal claims when losses associated with the claims are judged to be probable and the amount of the loss can be reasonably estimated.

38

Based on information currently available, advice of counsel, available insurance coverage and established reserves, the Corporation does not anticipate, at the present time, that the aggregate liability, if any, arising out of such legal proceedings will have a material adverse effect on the Corporation’s consolidated financial position. However, the Corporation cannot determine whether or not any claims asserted against it will have a material adverse effect on its consolidated results of operations in any future reporting period.

Annapolis Bancorp, Inc. Stockholder Litigation

On November 8, 2012, a purported stockholder of ANNB filed a derivative complaint on behalf of ANNB in the Circuit Court for Anne Arundel County, Maryland, captioned Andera v. Lerner, et al., Case no. 02C12173766, and naming as defendants ANNB, its board of directors and the Corporation. The lawsuit makes various allegations against the defendants, including that the merger consideration is inadequate and undervalues the company, that the director defendants breached their fiduciary duties to ANNB in approving the merger, and that the Corporation aided and abetted those alleged breaches. The lawsuit generally seeks an injunction barring the defendants from consummating the merger. In addition, the lawsuit seeks rescission of the merger agreement to the extent already implemented or, in the alternative, award of rescissory damages, an accounting to plaintiff for all damages caused by the defendants and for all profits and special benefits obtained as a result of the defendants’ alleged breaches of fiduciary duties, and an award of the costs and expenses incurred in the action, including a reasonable allowance for counsel fees and expert fees.

On February 7, 2013, the plaintiff filed an amended complaint with additional allegations regarding certain purported non-disclosures relating to the proxy statement/prospectus for the pending merger filed with the SEC on January 23, 2013. On February 22, 2013, solely to avoid the costs, risks and uncertainties inherent in litigation, ANNB, the ANNB board of directors, the Corporation and the plaintiff reached an agreement in principle to settle the action, and expect to memorialize that agreement in a written agreement. As part of this agreement in principle, the Corporation and ANNB agreed to disclose additional information in the proxy statement/prospectus filed on February 25, 2013. No substantive term of the merger agreement was modified as part of this settlement. The settlement agreement will be subject to court approval. Plaintiff filed a Motion for Preliminary Approval of Class Action Settlement on July 3, 2013.

BCSB Bancorp, Inc., Stockholder Litigation

On June 21, 2013, a purported stockholder of BCSB filed a derivative complaint on behalf of BCSB in the Circuit Court for Baltimore City, Maryland, captioned Darr v. Bouffard, et al, at Case No. 24-C-13-004131, and naming as defendants, BCSB, its board of directors and the Corporation. The lawsuit made various allegations against the defendants, including that the merger consideration is inadequate and undervalues the company, that the director defendants breached their fiduciary duties to BCSB in approving the merger and that the Corporation aided and abetted those alleged breaches. The lawsuit generally sought an injunction barring the defendants from consummating the merger transaction. Alternatively, if the companies completed the transaction before the court entered judgment, the lawsuit sought rescission of the merger or, in the alternative, rescissory damages, an accounting for all resulting damages and for all profits and any special benefits defendants obtained as a result of the alleged breaches of fiduciary duty, and an award for the costs and expenses incurred in the lawsuit, including attorneys’ fees and costs. The plaintiff filed a notice to voluntarily dismiss the complaint on September 6, 2013.

PVF Capital Corp. Stockholder Litigation

On July 24, 2013, a purported shareholder of PVF filed a putative class action complaint in the U.S. District Court for the Northern District of Ohio, captioned Kugelman v. PVF Capital Corp., et al., Case No. 1:13-cv-01606, and naming as defendants PVF, its board of directors and the Corporation. The plaintiff alleged that the disclosures in PVF’s proxy statement were inadequate, and that the director defendants breached their fiduciary duties to PVF by approving the proposed merger and by their involvement in preparing the proxy statement. The plaintiff sought an injunction barring the defendants from completing the merger; rescission of the merger agreement to the extent already implemented or, in the alternative, an award of rescissory damages; an accounting to plaintiff for all damages caused by the defendants; and an award of the costs and expenses incurred by the plaintiff in the lawsuit, including a reasonable allowance for counsel fees and expert fees.

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On August 5, 2013, the Corporation, PVF and PVF’s board of directors filed motions to dismiss the plaintiff’s claims in their entirety. On September 9, 2013, the court granted the motions to dismiss and entered judgment in favor of the Corporation, PVF and PVF’s board of directors.

STOCK INCENTIVE PLANS

Restricted Stock

The Corporation issues restricted stock awards, consisting of both restricted stock and restricted stock units, to key employees under its Incentive Compensation Plans (Plans). The grant date fair value of the restricted stock awards is equal to the price of the Corporation’s common stock on the grant date. For the nine months ended September 30, 2013 and 2012, the Corporation issued 344,479 and 275,674 restricted stock awards with aggregate weighted average grant date fair values of $3,802 and $3,384, respectively, under these Plans. As of September 30, 2013, the Corporation had available up to 2,734,087 shares of common stock to issue under these Plans.

Under the Plans, more than half of the restricted stock awards granted to management are earned if the Corporation meets or exceeds certain financial performance results when compared to its peers. These performance-related awards are expensed ratably from the date that the likelihood of meeting the performance measure is probable through the end of a four-year vesting period. The service-based awards are expensed ratably over a three-year vesting period. The Corporation also issues discretionary service-based awards to certain employees that vest over five years.

The unvested restricted stock awards are eligible to receive cash dividends or dividend equivalents which are ultimately used to purchase additional shares of stock. Any additional shares of stock received as a result of cash dividends are subject to forfeiture if the requisite service period is not completed or the specified performance criteria are not met. These awards are subject to certain accelerated vesting provisions upon retirement, death, disability or in the event of a change of control as defined in the award agreements.

Share-based compensation expense related to restricted stock awards was $3,338 and $2,634 for the nine months ended September 30, 2013 and 2012, the tax benefit of which was $1,186 and $922, respectively.

The following table summarizes certain information concerning restricted stock awards:

	Nine Months Ended September 30,
	2013					2012
	Awards			Weighted Average Grant Price		Awards			Weighted Average Grant Price
Unvested awards outstanding at beginning of period		1,913,073		$	9.17		1,846,115		$	8.44
Granted		344,479			11.04		275,674			12.28
Net adjustment due to performance		73,835			10.60		28,181			8.31
Vested		(734,129	)		7.60		(168,361	)		8.06
Forfeited		(37,175	)		10.40		(166,018	)		8.53
Dividend reinvestment		43,934			11.66		55,349			11.38
Unvested awards outstanding at end of period		1,604,017			10.26		1,870,940			9.12

The total fair value of awards vested was $8,259 and $2,068 for the nine months ended September 30, 2013 and 2012, respectively.

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As of September 30, 2013, there was $5,786 of unrecognized compensation cost related to unvested restricted stock awards, including $90 that is subject to accelerated vesting under the Plan’s immediate vesting upon retirement provision for awards granted prior to the adoption of ASC 718, Compensation – Stock Compensation. The components of the restricted stock awards as of September 30, 2013 are as follows:

	Service- Based Awards		Performance- Based Awards		Total
Unvested awards		425,378		1,178,639		1,604,017
Unrecognized compensation expense	$	1,980	$	3,806	$	5,786
Intrinsic value	$	5,160	$	14,297	$	19,457
Weighted average remaining life (in years)		2.24		2.35		2.32

Stock Options

The Corporation did not grant stock options during the nine months ended September 30, 2013 or 2012. All outstanding stock options were granted at prices equal to the fair market value at the date of the grant, are primarily exercisable within ten years from the date of the grant and are fully vested. The Corporation issues shares of treasury stock or authorized but unissued shares to satisfy stock options exercised. Shares issued upon the exercise of stock options were 36,647 and 174,565 for the nine months ended September 30, 2013 and 2012, respectively.

The following table summarizes certain information concerning stock option awards:

	Nine Months Ended September 30,
	2013					2012
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Options outstanding at beginning of period		640,050		$	13.21		586,020		$	14.93
Assumed from acquisition		19,223			7.92		627,808			10.41
Exercised		(36,647	)		8.90		(174,565	)		8.80
Forfeited		(298,150	)		15.10		(329,477	)		13.74
Options outstanding and exercisable at end of period		324,476			11.65		709,786			12.99

The intrinsic value of outstanding and exercisable stock options at September 30, 2013 was $217.

Warrants

In conjunction with its participation in the UST’s CPP, the Corporation issued to the UST a warrant to purchase up to 1,302,083 shares of the Corporation’s common stock. Pursuant to Section 13(H) of the Warrant to Purchase Common Stock, the number of shares of common stock issuable upon exercise of the warrant was reduced in half to 651,042 shares on June 16, 2009, the date the Corporation completed a public offering. The warrant, which expires in 2019, has an exercise price of $11.52 per share.

In conjunction with the Parkvale acquisition, the warrant issued by Parkvale to the UST under the CPP has been converted into a warrant to purchase up to 819,640 shares of the Corporation’s common stock. This warrant, which was recorded at its fair value on January 1, 2012, expires in 2018 and has an exercise price of $5.81 per share.

In conjunction with the ANNB acquisition, the warrant issued by ANNB to the UST under the CPP has been converted into a warrant to purchase up to 342,564 shares of the Corporation’s common stock. The warrant, which was recorded at its fair value on April 6, 2013, expires in 2019 and has an exercise price of $3.57 per share.

41

RETIREMENT AND OTHER POSTRETIREMENT BENEFIT PLANS

The Corporation sponsors the Retirement Income Plan (RIP), a qualified noncontributory defined benefit pension plan that covered substantially all salaried employees hired prior to January 1, 2008. The RIP covers employees who satisfied minimum age and length of service requirements. During 2006, the Corporation amended the RIP such that effective January 1, 2007 benefits were earned based on the employee’s compensation each year. The Corporation’s funding guideline has been to make annual contributions to the RIP each year, if necessary, such that minimum funding requirements have been met. The Corporation amended the RIP on October 20, 2010 to be frozen effective December 31, 2010.

The Corporation also sponsors two supplemental non-qualified retirement plans. The ERISA Excess Retirement Plan provides retirement benefits equal to the difference, if any, between the maximum benefit allowable under the Internal Revenue Code and the amount that would be provided under the RIP, if no limits were applied. The Basic Retirement Plan (BRP) is applicable to certain officers whom the Board of Directors designates. Officers participating in the BRP receive a benefit based on a target benefit percentage based on years of service at retirement and a designated tier as determined by the Board of Directors. When a participant retires, the basic benefit under the BRP is a monthly benefit equal to the target benefit percentage times the participant’s highest average monthly cash compensation during five consecutive calendar years within the last ten calendar years of employment. This monthly benefit was reduced by the monthly benefit the participant receives from Social Security, the RIP, the ERISA Excess Retirement Plan and the annuity equivalent of the three percent automatic contributions to the qualified 401(k) defined contribution plan and the ERISA Excess Lost Match Plan. The BRP was frozen as of December 31, 2008. The ERISA Excess Retirement Plan was frozen as of December 31, 2010.

The net periodic benefit cost for the defined benefit plans includes the following components:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Service cost	$	15		$	13		$	51		$	47
Interest cost		1,437			1,545			4,291			4,627
Expected return on plan assets		(2,271	)		(2,034	)		(6,811	)		(5,902	)
Amortization:
Unrecognized net transition asset		(24	)		(24	)		(70	)		(70	)
Unrecognized prior service cost (credit)		2			2			6			6
Unrecognized loss		575			484			1,689			1,378
Net periodic pension benefit cost	$	(266	)	$	(14	)	$	(844	)	$	86

The Corporation’s subsidiaries participate in a qualified 401(k) defined contribution plan under which employees may contribute a percentage of their salary. Employees are eligible to participate upon their first day of employment. Under this plan, the Corporation matches 100% of the first four percent that the employee defers. Additionally, substantially all employees receive an automatic contribution of three percent of compensation at the end of the year and the Corporation may make an additional contribution of up to two percent depending on the Corporation achieving its performance goals for the plan year. The Corporation’s contribution expense was $6,975 and $6,664 for the nine months ended September 30, 2013 and 2012, respectively.

The Corporation also sponsors an ERISA Excess Lost Match Plan for certain officers. This plan provides retirement benefits equal to the difference, if any, between the maximum benefit allowable under the Internal Revenue Code and the amount that would have been provided under the qualified 401(k) defined contribution plan, if no limits were applied.

The Corporation sponsors a postretirement medical and life insurance plan for a closed group of retirees who are currently receiving medical benefits and are eligible for retiree life insurance benefits. The Corporation has no plan assets attributable to this plan and funds the benefits as claims arise. Benefit costs are primarily related to interest cost obligations due to the passage of time. The Corporation reserves the right to terminate the plan or make plan changes at any time.

42

The net periodic postretirement benefit cost includes the following components:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2013		2012			2013		2012
Interest cost	$	8	$	9		$	24	$	33
Amortization of unrecognized loss		2		(3	)		2		3
Net periodic postretirement benefit cost	$	10	$	6		$	26	$	36

INCOME TAXES

The Corporation bases its provision for income taxes upon income before income taxes, adjusted for the effect of certain tax-exempt income and non-deductible expenses. In addition, the Corporation reports certain items of income and expense in different periods for financial reporting and tax return purposes. The Corporation recognizes the tax effects of these temporary differences currently in the deferred income tax provision or benefit. The Corporation computes deferred tax assets or liabilities based upon the differences between the financial statement and income tax bases of assets and liabilities using the applicable marginal tax rate.

The Corporation must evaluate the probability that it will ultimately realize the full value of its deferred tax assets. Realization of the Corporation’s deferred tax assets is dependent upon a number of factors including the existence of any cumulative losses in prior periods, the amount of taxes paid in available carry-back periods, expectations for future earnings, applicable tax planning strategies and assessment of current and future economic and business conditions. The Corporation establishes a valuation allowance when it is “more likely than not” that the Corporation will not be able to realize a benefit from its deferred tax assets, or when future deductibility is uncertain.

At September 30, 2013, the Corporation anticipates that it will not utilize state net operating loss carryforwards and other net deferred tax assets at certain of its subsidiaries and has recorded a valuation allowance against the state deferred tax assets. The Corporation believes that, except for the portion which is covered by the valuation allowance, it is more likely than not the Corporation will realize the benefits of its deferred tax assets, net of the valuation allowance, at September 30, 2013, based on the level of historical taxable income and taxes paid in available carry-back periods.

COMPREHENSIVE INCOME

The components of comprehensive income, net of related tax, are as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2013			2012		2013			2012
Net income	$	31,634		$	30,743	$	89,365		$	81,455
Other comprehensive income (loss):
Unrealized gains (losses) on securities:
Arising during the period, net of tax (benefit) expense of $(2,635), $1,061, $(8,835) and $3,112		(4,894	)		1,970		(16,408	)		5,779
Less: reclassification adjustment for (losses) gains included in net income, net of tax (benefit) expense of $2, $(65), $260 and $247		(3	)		120		(483	)		(459	)
Unrealized gains (losses) on derivative instruments, net of tax expense (benefit) of $239 and $(2,215)		443			—		(4,113	)		—
Unrealized gains associated with pension and postretirement benefits, net of tax expense of $194, $161, $569 and $461		360			299		1,057			856
Other comprehensive income (loss)		(4,094	)		2,389		(19,947	)		6,176
Comprehensive income	$	27,540		$	33,132	$	69,418		$	87,631

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

	Unrealized Net Gains (Losses) on Securities Available for Sale			Non-Credit Related Loss on Debt Securities not Expected to be Sold			Unrealized Losses on Derivative Instruments			Unrecognized Pension and Postretirement Obligations			Total
Nine Months Ended September 30, 2013
Balance at beginning of period	$	9,269		$	(8,039	)	$	(171	)	$	(47,283	)	$	(46,224	)
Other comprehensive income (loss) before reclassifications		(17,914	)		1,506			(4,113	)		1,057			(19,464	)
Amounts reclassified from accumulated other comprehensive income		(483	)		—			—			—			(483	)
Net current period other comprehensive income (loss)		(18,397	)		1,506			(4,113	)		1,057			(19,947	)
Balance at end of period	$	(9,128	)	$	(6,533	)	$	(4,284	)	$	(46,226	)	$	(66,171	)

The following table presents a summary of the reclassifications out of accumulated other comprehensive income:

Nine Months Ended September 30, 2013

Details About Accumulated Other Comprehensive Income Component	Amount Reclassified from Other Comprehensive Income			Affected Line Item in the Statement where Net Income is Presented
Unrealized net gains on securities available for sale (1)	$	(743	)	Net securities gains
		(260	)	Tax expense
	$	(483	)

(1) For additional detail related to unrealized net gains on securities available for sale and related amounts reclassified from accumulated other comprehensive income see the “Securities” note in this Report.

EARNINGS PER SHARE

Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding net of unvested shares of restricted stock.

Diluted earnings per share is calculated by dividing net income adjusted for interest expense on convertible debt by the weighted average number of shares of common stock outstanding, adjusted for the dilutive effect of potential common shares issuable for stock options, warrants, restricted shares and convertible debt, as calculated using the treasury stock method. Adjustments to the weighted average number of shares of common stock outstanding are made only when such adjustments dilute earnings per common share.

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The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Net income	$	31,634	$	30,743	$	89,365	$	81,455
Basic weighted average common shares outstanding		144,759,887		139,228,812		142,949,134		139,074,244
Net effect of dilutive stock options, warrants, restricted stock and convertible debt		1,686,555		1,535,240		1,520,683		1,474,334
Diluted weighted average common shares outstanding		146,446,442		140,764,052		144,469,817		140,548,578
Basic earnings per share	$	0.22	$	0.22	$	0.63	$	0.59
Diluted earnings per share	$	0.22	$	0.22	$	0.62	$	0.58

For the three months ended September 30, 2013 and 2012, 17,081 and 168,227 shares of common stock, respectively, related to stock options and warrants were excluded from the computation of diluted earnings per share because the exercise price of the shares was greater than the average market price of the common shares and therefore, the effect would be anti-dilutive. For the nine months ended September 30, 2013 and 2012, 41,779 and 156,983 shares of common stock, respectively, related to stock options and warrants were excluded from the computation of diluted earnings per share because the exercise price of the shares was greater than the average market price of the common shares and therefore, the effect would be anti-dilutive.

CASH FLOW INFORMATION

Following is a summary of supplemental cash flow information:

Nine Months Ended September 30	2013		2012
Interest paid on deposits and other borrowings	$	36,340	$	42,227
Income taxes paid		18,700		7,250
Transfers of loans to other real estate owned		10,856		12,086
Financing of other real estate owned sold		549		701

BUSINESS SEGMENTS

The Corporation operates in four reportable segments: Community Banking, Wealth Management, Insurance and Consumer Finance.

• The Community Banking segment provides commercial and consumer banking services. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, asset based lending, capital markets and lease financing. Consumer banking products and services include deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services.

• The Wealth Management segment provides a broad range of personal and corporate fiduciary services including the administration of decedent and trust estates. In addition, it offers various alternative products, including securities brokerage and investment advisory services, mutual funds and annuities.

• The Insurance segment includes a full-service insurance agency offering all lines of commercial and personal insurance through major carriers. The Insurance segment also includes a reinsurer.

• The Consumer Finance segment primarily makes installment loans to individuals and purchases installment sales finance contracts from retail merchants. The Consumer Finance segment activity is funded through the sale of the Corporation’s subordinated notes at the finance company’s branch offices.

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The following tables provide financial information for these segments of the Corporation. The information provided under the caption “Parent and Other” represents operations not considered to be reportable segments and/or general operating expenses of the Corporation, and includes the parent company, other non-bank subsidiaries and eliminations and adjustments which are necessary for purposes of reconciliation to the consolidated amounts.

	Community Banking		Wealth Management		Insurance		Consumer Finance		Parent and Other			Consolidated
At or for the Three Months Ended September 30, 2013
Interest income	$	98,716	$	—	$	27	$	9,600	$	1,447		$	109,790
Interest expense		7,552		—		—		839		2,145			10,536
Net interest income		91,164		—		27		8,761		(698	)		99,254
Provision for loan losses		5,432		—		—		1,725		123			7,280
Non-interest income		24,365		6,916		3,222		681		(2,326	)		32,858
Non-interest expense		68,091		5,850		2,799		4,724		(358	)		81,106
Intangible amortization		1,938		76		101		—		—			2,115
Income tax expense (benefit)		9,552		366		128		1,145		(1,214	)		9,977
Net income (loss)		30,516		624		221		1,848		(1,575	)		31,634
Total assets		12,610,043		19,614		19,788		182,695		(41,861	)		12,790,279
Total intangibles		725,389		11,084		10,627		1,809		—			748,909
At or for the Three Months Ended September 30, 2012
Interest income	$	97,364	$	—	$	27	$	8,860	$	1,505		$	107,756
Interest expense		10,912		—		—		869		2,444			14,225
Net interest income		86,452		—		27		7,991		(939	)		93,531
Provision for loan losses		6,826		—		—		1,421		182			8,429
Non-interest income		25,048		6,006		3,602		590		(433	)		34,813
Non-interest expense		61,820		4,844		2,947		4,829		400			74,840
Intangible amortization		2,056		80		106		—		—			2,242
Income tax expense (benefit)		11,456		396		204		888		(854	)		12,090
Net income (loss)		29,342		686		372		1,443		(1,100	)		30,743
Total assets		11,803,432		19,075		19,281		170,304		(27,201	)		11,984,891
Total intangibles		693,029		11,392		11,033		1,809		—			717,263
At or for the Nine Months Ended September 30, 2013
Interest income	$	289,984	$	—	$	82	$	27,920	$	4,763		$	322,749
Interest expense		24,449		—		—		2,533		6,671			33,653
Net interest income		265,535		—		82		25,387		(1,908	)		289,096
Provision for loan losses		17,283		—		—		4,930		511			22,724
Non-interest income		74,118		21,294		10,024		2,029		(4,183	)		103,282
Non-interest expense		198,395		18,338		8,420		14,063		823			240,039
Intangible amortization		5,694		228		304		—		—			6,226
Income tax expense (benefit)		32,486		1,009		497		3,234		(3,202	)		34,024
Net income (loss)		85,795		1,719		885		5,189		(4,223	)		89,365
Total assets		12,610,043		19,614		19,788		182,695		(41,861	)		12,790,279
Total intangibles		725,389		11,084		10,627		1,809		—			748,909

46

	Community Banking		Wealth Management		Insurance		Consumer Finance		Parent and Other			Consolidated
At or for the Nine Months Ended September 30, 2012
Interest income	$	293,756	$	4	$	85	$	25,888	$	4,595		$	324,328
Interest expense		35,130		—		—		2,736		7,529			45,395
Net interest income		258,626		4		85		23,152		(2,934	)		278,933
Provision for loan losses		17,215		—		—		4,218		595			22,028
Non-interest income		72,904		17,889		10,072		1,674		(3,203	)		99,336
Non-interest expense		196,510		14,587		8,658		14,016		1,574			235,345
Intangible amortization		6,334		240		318		—		—			6,892
Income tax expense (benefit)		31,882		1,117		420		2,530		(3,400	)		32,549
Net income (loss)		79,589		1,949		761		4,062		(4,906	)		81,455
Total assets		11,803,432		19,075		19,281		170,304		(27,201	)		11,984,891
Total intangibles		693,029		11,392		11,033		1,809		—			717,263

FAIR VALUE MEASUREMENTS

The Corporation uses fair value measurements to record fair value adjustments to certain financial assets and liabilities and to determine fair value disclosures. Securities available for sale and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, the Corporation may be required to record at fair value other assets on a non-recurring basis, such as mortgage loans held for sale, certain impaired loans, OREO and certain other assets.

Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure.

In determining fair value, the Corporation uses various valuation approaches, including market, income and cost approaches. ASC 820, Fair Value Measurements and Disclosures, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, which are developed based on market data obtained from sources independent of the Corporation. Unobservable inputs reflect the Corporation’s assumptions about the assumptions that market participants would use in pricing an asset or liability, which are developed based on the best information available in the circumstances.

The fair value hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:

Measurement Category	Definition
Level 1	valuation is based upon unadjusted quoted market prices for identical instruments traded in active markets.
Level 2	valuation is based upon quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by market data.
Level 3	valuation is derived from other valuation methodologies including discounted cash flow models and similar techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in determining fair value.

47

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Following is a description of the valuation methodologies the Corporation uses for financial instruments recorded at fair value on either a recurring or non-recurring basis:

Securities Available For Sale

Securities available for sale consists of both debt and equity securities. These securities are recorded at fair value on a recurring basis. At September 30, 2013, 97% of these securities used valuation methodologies involving market-based or market-derived information, collectively Level 1 and Level 2 measurements, to measure fair value. The remaining 3% of these securities were measured using model-based techniques, with primarily unobservable (Level 3) inputs.

The Corporation closely monitors market conditions involving assets that have become less actively traded. If the fair value measurement is based upon recent observable market activity of such assets or comparable assets (other than forced or distressed transactions) that occur in sufficient volume, and do not require significant adjustment using unobservable inputs, those assets are classified as Level 1 or Level 2; if not, they are classified as Level 3. Making this assessment requires significant judgment.

The Corporation uses prices from independent pricing services and, to a lesser extent, indicative (non-binding) quotes from independent brokers, to measure the fair value of investment securities. The Corporation validates prices received from pricing services or brokers using a variety of methods, including, but not limited to, comparison to secondary pricing services, corroboration of pricing by reference to other independent market data such as secondary broker quotes and relevant benchmark indices, and review of pricing by Corporate personnel familiar with market liquidity and other market-related conditions.

The Corporation determines the valuation of its investments in pooled TPS with the assistance of a third-party independent financial consulting firm that specializes in advisory services related to illiquid financial investments. The consulting firm provides the Corporation appropriate valuation methodology, performance assumptions, modeling techniques, discounted cash flows, discount rates using the underlying index plus 4.5-14%, and sensitivity analyses with respect to levels of defaults and deferrals necessary to produce losses.

Additionally, the Corporation utilizes the firm’s expertise to reassess assumptions to reflect actual conditions. See the Securities footnote in the Notes to Consolidated Financial Statements section of this Report for information on how the Corporation reassesses assumptions to determine the valuation of its pooled TPS. Accessing the services of a financial consulting firm with a focus on financial instruments assists the Corporation in accurately valuing these complex financial instruments and facilitates informed decision-making with respect to such instruments.

The Level 3 CDOs could be subject to sensitivities in market risks that may cause the discount rates on these instruments to vary from those currently utilized to determine fair value. These discount rates vary today, but typically range between 4.5-14% over the coupon rate of the specific security. The valuations are somewhat sensitive to changes in the discount rate. For example, each 1% change in the discount rate will alter the fair value of these debt obligations by approximately $3,000 or 7% of the total book value. Factors that could influence the discount rate include: the overall health of the economy, the current and projected health of the banking system and its impact upon banks’ capital strategies, access to capital markets for the underlying debt issuers and regulatory matters. Generally, in an improving economy the health of the banking system should be improving and capital market access would be open, thus reducing market risk premiums and therefore discount rates for these instruments. Conversely, the opposite is true, a weakening economy puts pressure on the banking system and the financial health of banks. The Corporation takes all these factors into consideration when establishing a fair value for these Level 3 obligations.

Derivative Financial Instruments

The Corporation determines its fair value for derivatives using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects contractual terms of the derivative, including the period to maturity and uses observable market based inputs, including interest rate curves and implied volatilities.

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The Corporation incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of non-performance risk, the Corporation considers the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although the Corporation has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2013, the Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Corporation has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Residential Mortgage Loans Held For Sale

These loans are carried at the lower of cost or fair value. Under lower of cost or fair value accounting, periodically, it may be necessary to record non-recurring fair value adjustments. Fair value, when recorded, is based on independent quoted market prices and is classified as Level 2.

Impaired Loans

The Corporation reserves for commercial loan relationships greater than or equal to $500 that the Corporation considers impaired as defined in ASC 310 at the time the Corporation identifies the loan as impaired based upon the present value of expected future cash flows available to pay the loan, or based upon the fair value of the collateral less estimated selling costs where a loan is collateral dependent. Collateral may be real estate and/or business assets including equipment, inventory and accounts receivable.

The Corporation determines the value of real estate based on appraisals by licensed or certified appraisers. The value of business assets is generally based on amounts reported on the business’ financial statements. Management must rely on the financial statements prepared and certified by the borrower or its accountants in determining the value of these business assets on an ongoing basis which may be subject to significant change over time. Based on the quality of information or statements provided, management may require the use of business asset appraisals and site-inspections to better value these assets. The Corporation may discount appraised and reported values based on management’s historical knowledge, changes in market conditions from the time of valuation or management’s knowledge of the borrower and the borrower’s business. Since not all valuation inputs are observable, the Corporation classifies these non-recurring fair value determinations as Level 2 or Level 3 based on the lowest level of input that is significant to the fair value measurement.

The Corporation reviews and evaluates impaired loans no less frequently than quarterly for additional impairment based on the same factors identified above.

Other Real Estate Owned

OREO is comprised of commercial and residential real estate properties obtained in partial or total satisfaction of loan obligations plus some bank owned real estate. OREO acquired in settlement of indebtedness is recorded at the lower of carrying amount of the loan or fair value less costs to sell. Subsequently, these assets are carried at the lower of carrying value or fair value less costs to sell. Accordingly, it may be necessary to record non-recurring fair value adjustments. Fair value is generally based upon appraisals by licensed or certified appraisers and other market information and is classified as Level 2 or Level 3.

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The following table presents the balances of assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3		Total
September 30, 2013
Assets measured at fair value
Available for sale debt securities
U.S. government-sponsored entities	$	—	$	332,152	$	—	$	332,152
Residential mortgage-backed securities
Agency mortgage-backed securities		—		227,638		—		227,638
Agency collateralized mortgage obligations		—		489,047		—		489,047
Non-agency collateralized mortgage obligations		—		19		1,827		1,846
States of the U.S. and political subdivisions		—		17,875		—		17,875
Collateralized debt obligations		—		—		28,704		28,704
Other debt securities		—		16,128		—		16,128
		—		1,082,859		30,531		1,113,390
Available for sale equity securities
Financial services industry		686		1,020		398		2,104
Insurance services industry		64		—		—		64
		750		1,020		398		2,168
		750		1,083,879		30,929		1,115,558
Derivative financial instruments
Trading		—		37,655		—		37,655
Not for trading		—		387		—		387
		—		38,042		—		38,042
	$	750	$	1,121,921	$	30,929	$	1,153,600
Liabilities measured at fair value
Derivative financial instruments
Trading		—	$	37,495		—	$	37,495
Not for trading		—		6,977		—		6,977
		—	$	44,472		—	$	44,472

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	Level 1		Level 2		Level 3		Total
December 31, 2012
Assets measured at fair value
Available for sale debt securities
U.S. government-sponsored entities	$	—	$	354,457	$	—	$	354,457
Residential mortgage-backed securities
Agency mortgage-backed securities		—		275,150		—		275,150
Agency collateralized mortgage obligations		—		469,547		—		469,547
Non-agency collateralized mortgage obligations		—		24		2,705		2,729
States of the U.S. and political subdivisions		—		24,824		—		24,824
Collateralized debt obligations		—		—		22,456		22,456
Other debt securities		—		14,621		6,892		21,513
		—		1,138,623		32,053		1,170,676
Available for sale equity securities
Financial services industry		351		1,099		512		1,962
Insurance services industry		45		—		—		45
		396		1,099		512		2,007
		396		1,139,722		32,565		1,172,683
Derivative financial instruments
Trading		—		58,008		—		58,008
Not for trading		—		—		—		—
		—		58,008		—		58,008
	$	396	$	1,197,730	$	32,565	$	1,230,691
Liabilities measured at fair value
Derivative financial instruments
Trading		—	$	58,150		—	$	58,150
Not for trading		—		—		—		—
		—	$	58,150		—	$	58,150

During 2013, the Corporation transferred out of Level 2 and Level 3 equity securities that now trade on NASDAQ. At September 30, 2013, the securities are classified as Level 1. Additionally during 2013, the Corporation transferred out of Level 3 and into Level 2 four single name TPS. There were no transfers of assets or liabilities between the hierarchy levels for the nine months ended September 30, 2012.

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The following table presents additional information about assets measured at fair value on a recurring basis and for which the Corporation has utilized Level 3 inputs to determine fair value:

	Pooled Trust Preferred Collateralized Debt Obligations			Other Debt Securities			Equity Securities			Residential Non-Agency Collateralized Mortgage Obligations			Total
Nine Months Ended September 30, 2013
Balance at beginning of period	$	22,456		$	6,892		$	512		$	2,705		$	32,565
Total gains (losses) – realized/unrealized:
Included in earnings		—			78			—			—			78
Included in other comprehensive income		4,561			21			6			(21	)		4,567
Accretion included in earnings		2,311			4			—			11			2,326
Purchases, issuances, sales and settlements:
Purchases		—			—			—			—			—
Issuances		29			—			—			—			29
Sales/redemptions		—			(1,033	)		—			—			(1,033	)
Settlements		(653	)		—			—			(868	)		(1,521	)
Transfers from Level 3		—			(5,962	)		(120	)		—			(6,082	)
Transfers into Level 3		—			—			—			—			—
Balance at end of period	$	28,704		$	—		$	398		$	1,827		$	30,929
Year Ended December 31, 2012
Balance at beginning of period	$	5,998		$	5,197		$	408		$	—		$	11,603
Total gains (losses) – realized/unrealized:
Included in earnings		—			—			—			—			—
Included in other comprehensive income		917			732			104			49			1,802
Accretion included in earnings		2,515			9			—			20			2,544
Purchases, issuances, sales and settlements:
Purchases		16,569			954			—			4,230			21,753
Issuances		46			—			—			—			46
Sales/redemptions		(2,542	)		—			—			—			(2,542	)
Settlements		(1,047	)		—			—			(1,594	)		(2,641	)
Transfers from Level 3		—			—			—			—			—
Transfers into Level 3		—			—			—			—			—
Balance at end of period	$	22,456		$	6,892		$	512		$	2,705		$	32,565

The Corporation reviews fair value hierarchy classifications on a quarterly basis. Changes in the observability of the valuation attributes may result in reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in/out of Level 3 at fair value at the beginning of the period in which the changes occur. See the Securities footnote in the Notes to Consolidated Financial Statements section of this Report for information relating to significant unobservable inputs used in determining Level 3 fair values.

For the nine months ended September 30, 2013 and 2012, there were no gains or losses included in earnings attributable to the change in unrealized gains or losses relating to assets still held as of those dates.

52

In accordance with GAAP, from time to time, the Corporation measures certain assets at fair value on a non-recurring basis. These adjustments to fair value usually result from the application of lower of cost or fair value accounting or write-downs of individual assets. Valuation methodologies used to measure these fair value adjustments were previously described. For assets measured at fair value on a non-recurring basis still held at the balance sheet date, the following table provides the hierarchy level and the fair value of the related assets or portfolios:

	Level 1		Level 2		Level 3		Total
September 30, 2013
Impaired loans		—	$	3,880	$	9,242	$	13,122
Other real estate owned		—		4,751		4,634		9,385
December 31, 2012
Impaired loans		—	$	14,325	$	3,171	$	17,496
Other real estate owned		—		5,771		13,540		19,311
Investment security, held-to-maturity:
Non-agency CMO		—		—		3,636		3,636

Impaired loans measured or re-measured at fair value on a non-recurring basis during the nine months ended September 30, 2013 had a carrying amount of $14,424 and an allocated allowance for loan losses of $2,906 at September 30, 2013. The allocated allowance is based on fair value of $13,122 less estimated costs to sell of $1,604. The allowance for loan losses includes a provision applicable to the current period fair value measurements of $771, which was included in the provision for loan losses for the nine months ended September 30, 2013.

OREO with a carrying amount of $10,738 was written down to $8,245 (fair value of $9,385 less estimated costs to sell of $1,140), resulting in a loss of $2,493, which was included in earnings for the nine months ended September 30, 2013.

The investment security held-to-maturity as of December 31, 2012 represented a non-agency CMO where OTTI had been identified and the investment had been adjusted to fair value. This security was sold during the first quarter of 2013.

Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each financial instrument:

Cash and Cash Equivalents, Accrued Interest Receivable and Accrued Interest Payable. For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Securities. For both securities available for sale and securities held to maturity, fair value equals the quoted market price from an active market, if available, and is classified within Level 1. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities or pricing models, and is classified as Level 2. Where there is limited market activity or significant valuation inputs are unobservable, securities are classified within Level 3. Under current market conditions, assumptions used to determine the fair value of Level 3 securities have greater subjectivity due to the lack of observable market transactions.

Loans. The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities less an illiquidity discount. The fair value of variable and adjustable rate loans approximates the carrying amount. Due to the significant judgment involved in evaluating credit quality, loans are classified within Level 3 of the fair value hierarchy.

Bank Owned Life Insurance. The Corporation owns general account, separate account and hybrid account bank owned life insurance (BOLI). The fair value of the general account BOLI is based on the insurance contract cash surrender value. The separate account BOLI has a stable value protection (SVP) component that mitigates the impact of market value fluctuations of the underlying account assets. The SVP component guarantees the book value, which is the insurance contract cash surrender value. The hybrid account BOLI also has a guaranteed book value, except it does not require a stable value protection component. Instead, the insurance carrier incurs the investment return risk, which is imbedded in their fee structure.

53

If the Corporation’s separate account and hybrid account BOLI book value exceeds the market value of the underlying securities, then the fair value of the separate account and hybrid account BOLI is the cash surrender value. If the Corporation’s separate account and hybrid account BOLI book value is less than the market value of the underlying securities, then the fair value of the separate account and hybrid account BOLI is the quoted market price of the underlying securities.

Derivative Assets and Liabilities. The Corporation determines its fair value for derivatives using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects contractual terms of the derivative, including the period to maturity and uses observable market based inputs, including interest rate curves and implied volatilities.

The Corporation incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of non-performance risk, the Corporation considers the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although the Corporation has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2013, the Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Corporation has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Deposits. The estimated fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date because of the customers’ ability to withdraw funds immediately. The fair value of fixed-maturity deposits is estimated by discounting future cash flows using rates currently offered for deposits of similar remaining maturities.

Short-Term Borrowings. The carrying amounts for short-term borrowings approximate fair value for amounts that mature in 90 days or less. The fair value of subordinated notes is estimated by discounting future cash flows using rates currently offered.

Long-Term and Junior Subordinated Debt. The fair value of long-term and junior subordinated debt is estimated by discounting future cash flows based on the market prices for the same or similar issues or on the current rates offered to the Corporation for debt of the same remaining maturities.

Loan Commitments and Standby Letters of Credit. Estimates of the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties. Also, unfunded loan commitments relate principally to variable rate commercial loans, typically are non-binding, and fees are not normally assessed on these balances.

Nature of Estimates. Many of the estimates presented herein are based upon the use of highly subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable to other financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Further, because the disclosed fair value amounts were estimated as of the balance sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different.

54

The fair values of the Corporation’s financial instruments are as follows:

					Fair Value Measurements
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
September 30, 2013
Financial Assets
Cash and cash equivalents	$	283,509	$	283,509	$	283,509	$	—	$	—
Securities available for sale		1,115,558		1,115,558		750		1,083,879		30,929
Securities held to maturity		1,180,992		1,181,652		—		1,174,282		7,370
Net loans, including loans held for sale		8,734,958		8,597,123		—		—		8,597,123
Bank owned life insurance		263,781		268,641		268,641		—		—
Derivative assets		38,042		38,042		—		38,042		—
Accrued interest receivable		33,025		33,025		33,025		—		—
Financial Liabilities
Deposits		9,723,371		9,736,492		7,375,322		2,361,170		—
Short-term borrowings		1,166,180		1,166,180		1,166,180		—		—
Long-term debt		91,807		94,670		—		—		94,670
Junior subordinated debt		194,213		190,150		—		—		190,150
Derivative liabilities		44,472		44,472		—		44,472		—
Accrued interest payable		6,368		6,368		6,368		—		—
December 31, 2012
Financial Assets
Cash and cash equivalents	$	239,044	$	239,044	$	239,044	$	—	$	—
Securities available for sale		1,172,683		1,172,683		396		1,139,722		32,565
Securities held to maturity		1,106,563		1,143,213		—		1,128,524		14,689
Net loans, including loans held for sale		8,061,096		7,996,554		—		—		7,966,554
Bank owned life insurance		246,088		257,060		257,060		—		—
Derivative assets		58,008		58,008		—		58,008		—
Accrued interest receivable		30,210		30,210		30,210		—		—
Financial Liabilities
Deposits		9,082,174		9,117,757		6,546,316		2,571,441		—
Short-term borrowings		1,083,138		1,083,138		1,083,138		—		—
Long-term debt		89,425		92,329		—		—		92,329
Junior subordinated debt		204,019		172,246		—		—		172,246
Derivative liabilities		58,150		58,150		—		58,150		—
Accrued interest payable		9,054		9,054		9,054		—		—

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis represents an overview of the consolidated results of operations and financial condition of the Corporation and highlights material changes to the financial condition and results of operations at and for the three-month and nine-month periods ended September 30, 2013. This Discussion and Analysis should be read in conjunction with the consolidated financial statements and notes thereto contained herein and the Corporation’s consolidated financial statements and notes thereto and Management’s Discussion and Analysis included in its 2012 Annual Report on Form 10-K filed with the SEC on February 28, 2013. The Corporation’s results of operations for the nine months ended September 30, 2013 are not necessarily indicative of results to be expected for the year ending December 31, 2013.

IMPORTANT CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

The Corporation makes statements in this Report, and may from time to time make other statements, regarding its outlook for earnings, revenues, expenses, capital levels, liquidity levels, asset levels, asset quality and other matters regarding or affecting the Corporation and its future business and operations that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are typically identified by words such as “believe,” “plan,” “expect,” “anticipate,” “see,” “look,” “intend,” “outlook,” “project,” “forecast,” “estimate,” “goal,” “will,” “should” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time.

Forward-looking statements speak only as of the date made. The Corporation does not assume any duty and does not undertake to update forward-looking statements. Actual results or future events could differ, possibly materially, from those anticipated in forward-looking statements, as well as from historical performance.

The Corporation’s forward-looking statements are subject to the following principal risks and uncertainties:

• The Corporation’s businesses, financial results and balance sheet values are affected by business and economic conditions, including the following:

• Changes in interest rates and valuations in debt, equity and other financial markets.

• Disruptions in the liquidity and other functioning of U.S. and global financial markets.

• Actions by the FRB, UST and other government agencies, including those that impact money supply and market interest rates.

• Changes in customers’, suppliers’ and other counterparties’ performance and creditworthiness which adversely affect loan utilization rates, delinquencies, defaults and counterparty ability to meet credit and other obligations.

• Slowing or failure of the current moderate economic recovery.

• Changes in customer preferences and behavior, whether due to changing business and economic conditions, legislative and regulatory initiatives, or other factors.

• Legal and regulatory developments could affect the Corporation’s ability to operate its businesses, financial condition, results of operations, competitive position, reputation, or pursuit of attractive acquisition opportunities. Reputational impacts could affect matters such as business generation and retention, liquidity, funding, and ability to attract and retain management. These developments could include:

• Changes resulting from legislative and regulatory reforms, including broad-based restructuring of financial industry regulation; changes to laws and regulations involving tax, pension, bankruptcy, consumer protection, and other industry aspects; and changes in accounting policies and principles. The Corporation will continue to be impacted by extensive reforms provided for in the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and otherwise growing out of the recent financial crisis, the precise nature, extent and timing of which, and their impact on the Corporation, remains uncertain.

• The impact on fee income opportunities resulting from the limit imposed under the Durbin Amendment of the Dodd-Frank Act on the maximum permissible interchange fee that banks may collect from merchants for debit card transactions.

• Changes to regulations governing bank capital and liquidity standards, including due to the Dodd-Frank Act and to Basel III initiatives. Impact on business and operating results of any costs associated with obtaining rights in intellectual property, the adequacy of the Corporation’s intellectual property protection in general and rapid technological developments and changes. The Corporation’s ability to anticipate and respond to technological changes can also impact its ability to respond to customer needs and meet competitive demands.

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• Business and operating results are affected by the Corporation’s ability to identify and effectively manage risks inherent in its businesses, including, where appropriate, through effective use of third-party insurance, derivatives, swaps, and capital management techniques, and to meet evolving regulatory capital standards.

• Increased competition, whether due to consolidation among financial institutions; realignments or consolidation of branch offices, legal and regulatory developments, industry restructuring or other causes, can have an impact on customer acquisition, growth and retention and on credit spreads and product pricing, which can affect market share, deposits and revenues.

• As demonstrated by the Parkvale, ANNB and PVF acquisitions and the pending BCSB acquisition, the Corporation grows its business in part by acquiring from time to time other financial services companies, financial services assets and related deposits. These acquisitions often present risks and uncertainties, including, the possibility that the transaction cannot be consummated; regulatory issues; cost, or difficulties, involved in integration and conversion of the acquired businesses after closing; inability to realize expected cost savings, efficiencies and strategic advantages; the extent of credit losses in acquired loan portfolios and extent of deposit attrition; and the potential dilutive effect to current shareholders. In addition, with respect to the acquisitions of ANNB and PVF, and the pending acquisition of BCSB, the Corporation may experience difficulties in expanding into a new market area, including retention of customers and key personnel of ANNB, PVF and BCSB.

• Competition can have an impact on customer acquisition, growth and retention and on credit spreads and product pricing, which can affect market share, deposits and revenues. Industry restructuring in the current environment could also impact the Corporation’s business and financial performance through changes in counterparty creditworthiness and performance and the competitive and regulatory landscape. The Corporation’s ability to anticipate and respond to technological changes can also impact its ability to respond to customer needs and meet competitive demands.

• Business and operating results can also be affected by widespread disasters, dislocations, terrorist activities or international hostilities through their impacts on the economy and financial markets.

The Corporation provides greater detail regarding some of these factors in the Risk Factors section of the 2012 Annual Report on Form 10-K and subsequent SEC filings. The Corporation’s forward-looking statements may also be subject to other risks and uncertainties, including those that may be discussed elsewhere in this Report or in SEC filings, accessible on the SEC’s website at www.sec.gov and on the Corporation’s website at www.fnbcorporation.com. The Corporation has included these web addresses as inactive textual references only. Information on these websites is not part of this document.

CRITICAL ACCOUNTING POLICIES

A description of the Corporation’s critical accounting policies is included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Corporation’s 2012 Annual Report on Form 10-K filed with the SEC on February 28, 2013 under the heading “Application of Critical Accounting Policies.” There have been no significant changes in critical accounting policies or the assumptions and judgments utilized in applying these policies since the year ended December 31, 2012.

OVERVIEW

The Corporation, headquartered in Hermitage, Pennsylvania, is a regional diversified financial services company operating in six states and three major metropolitan areas, including Pittsburgh, Pennsylvania; Baltimore, Maryland and Cleveland, Ohio. The Corporation has more than 250 banking offices throughout Pennsylvania, Ohio, West Virginia and Maryland. The Corporation provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, asset based lending, capital markets and lease financing. Consumer banking products and services include deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. Wealth management services include asset management, private banking and insurance. The Corporation also has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee.

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RESULTS OF OPERATIONS

Three Months Ended September 30, 2013 Compared to the Three Months Ended September 30, 2012

Net income for the three months ended September 30, 2013 was $31.6 million or $0.22 per diluted share, compared to net income for the three months ended September 30, 2012 of $30.7 million or $0.22 per diluted share. For the three months ended September 30, 2013, the Corporation’s return on average equity was 8.50% and its return on average assets was 0.99%, compared to 8.83% and 1.03%, respectively, for the three months ended September 30, 2012.

In addition to evaluating its results of operations in accordance with GAAP, the Corporation routinely supplements its evaluation with an analysis of certain non-GAAP financial measures, such as return on average tangible equity and return on average tangible assets. The Corporation believes these non-GAAP financial measures provide information useful to investors in understanding the Corporation’s operating performance and trends, and facilitate comparisons with the performance of the Corporation’s peers. The non-GAAP financial measures used by the Corporation may differ from the non-GAAP financial measures other financial institutions use to measure their results of operations. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Corporation’s reported results prepared in accordance with GAAP. The following tables summarize the Corporation’s non-GAAP financial measures for the periods indicated derived from amounts reported in the Corporation’s financial statements (dollars in thousands):

	Three Months Ended September 30,
	2013			2012
Return on average tangible equity:
Net income (annualized)	$	125,505		$	122,304
Amortization of intangibles, net of tax (annualized)		5,455			5,798
	$	130,960		$	128,102
Average total stockholders’ equity	$	1,475,751		$	1,385,282
Less: Average intangibles		(748,592	)		(714,501	)
	$	727,159		$	670,781
Return on average tangible equity		18.01	%		19.10	%
Return on average tangible assets:
Net income (annualized)	$	125,505		$	122,304
Amortization of intangibles, net of tax (annualized)		5,455			5,798
	$	130,960		$	128,102
Average total assets	$	12,615,338		$	11,842,204
Less: Average intangibles		(748,592	)		(714,501	)
	$	11,866,746		$	11,127,703
Return on average tangible assets		1.10	%		1.15	%

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The following table provides information regarding the average balances and yields earned on interest earning assets and the average balances and rates paid on interest-bearing liabilities (dollars in thousands):

	Three Months Ended September 30,
	2013									2012
	Average Balance			Interest Income/ Expense			Yield/ Rate			Average Balance			Interest Income/ Expense			Yield/ Rate
Assets
Interest earning assets:
Interest bearing deposits with banks	$	30,224		$	13			0.17	%	$	86,501		$	47			0.21	%
Taxable investment securities (1)		2,117,849			10,889			2.01			2,067,146			11,471			2.17
Non-taxable investment securities (2)		157,624			2,122			5.39			185,614			2,581			5.56
Residential mortgage loans held for sale		12,060			134			4.45			19,503			215			4.42
Loans (2) (3)		8,730,010			98,413			4.48			7,908,671			95,294			4.80
Total interest earning assets (2)		11,047,767			111,571			4.01			10,267,435			109,608			4.25
Cash and due from banks		185,419									182,356
Allowance for loan losses		(110,463	)								(103,757	)
Premises and equipment		147,804									146,313
Other assets		1,344,811									1,349,857
Total Assets	$	12,615,338								$	11,842,204
Liabilities
Interest-bearing liabilities:
Deposits:
Interest bearing demand	$	3,841,619			1,391			0.14		$	3,489,658			1,764			0.20
Savings		1,387,869			162			0.05			1,210,670			252			0.08
Certificates and other time		2,391,828			5,342			0.89			2,652,713			8,189			1.23
Customer repurchase agreements		748,249			419			0.22			803,492			575			0.28
Other short-term borrowings		318,024			703			0.86			159,843			607			1.49
Long-term debt		91,659			719			3.11			90,869			860			3.76
Junior subordinated debt		194,206			1,800			3.68			203,999			1,978			3.86
Total interest-bearing liabilities (2)		8,973,454			10,536			0.47			8,611,244			14,225			0.66
Non-interest bearing demand		2,033,370									1,677,578
Other liabilities		132,763									168,100
Total Liabilities		11,139,587									10,456,922
Stockholders’ equity		1,475,751									1,385,282
Total Liabilities and Stockholders’ Equity	$	12,615,338								$	11,842,204
Excess of interest earning assets over interest-bearing liabilities	$	2,074,313								$	1,656,191
Fully tax-equivalent net interest income					101,035									95,383
Tax-equivalent adjustment					(1,781	)								(1,852	)
Net interest income				$	99,254								$	93,531
Net interest spread								3.55	%								3.60	%
Net interest margin (2)								3.64	%								3.70	%

(1) The average balances and yields earned on taxable investment securities are based on historical cost.

(2) The interest income amounts are reflected on a fully taxable equivalent (FTE) basis, a non-GAAP measure, which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented. The yields on earning assets and the net interest margin are presented on an FTE and annualized basis. The rates paid on interest-bearing liabilities are also presented on an annualized basis. The Corporation believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

(3) Average balances include non-accrual loans. Loans consist of average total loans less average unearned income. The amount of loan fees included in interest income on loans is immaterial.

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Net Interest Income

Net interest income, which is the Corporation’s principal source of revenue, is the difference between interest income from earning assets (loans, securities, interest bearing deposits with banks and federal funds sold) and interest expense paid on liabilities (deposits, customer repurchase agreements and short- and long-term borrowings). For the three months ended September 30, 2013, net interest income, which comprised 75.1% of net revenue (net interest income plus non-interest income) compared to 72.9% for the same period in 2012, was affected by the general level of interest rates, changes in interest rates, the shape of the yield curve, the level of non-accrual loans and changes in the amount and mix of interest earning assets and interest-bearing liabilities.

Net interest income, on an FTE basis, increased $5.7 million or 5.9% from $95.4 million for the third quarter of 2012 to $101.0 million for the third quarter of 2013. Average earning assets increased $780.3 million or 7.6% and average interest bearing liabilities increased $362.2 million or 4.2% from 2012 due to the acquisition of ANNB, combined with organic growth in loans and deposits and customer repurchase agreements. The Corporation’s net interest margin was 3.64% for the third quarter of 2013, compared to 3.70% for the same period of 2012, as loan yields declined faster than deposit rates primarily as a result of the current low interest rate environment. Additionally, 5 basis points of the narrowing of the net interest margin was attributable to the benefit of higher accretable yield in the third quarter of 2012. Details on changes in tax equivalent net interest income attributed to changes in interest earning assets, interest bearing liabilities, yields and cost of funds are set forth in the preceding table.

The following table sets forth certain information regarding changes in net interest income attributable to changes in the volumes of interest earning assets and interest-bearing liabilities and changes in the rates for the three months ended September 30, 2013 compared to the three months ended September 30, 2012 (in thousands):

	Volume			Rate			Net
Interest Income
Interest bearing deposits with banks	$	(26	)	$	(8	)	$	(34	)
Securities		(953	)		(88	)		(1,041	)
Residential mortgage loans held for sale		(83	)		2			(81	)
Loans		10,479			(7,360	)		3,119
		9,417			(7,454	)		1,963
Interest Expense
Deposits:
Interest bearing demand		245			(618	)		(373	)
Savings		33			(123	)		(90	)
Certificates and other time		(736	)		(2,111	)		(2,847	)
Customer repurchase agreements		(37	)		(119	)		(156	)
Other short-term borrowings		87			9			96
Long-term debt		8			(149	)		(141	)
Junior subordinated debt		(90	)		(88	)		(178	)
		(490	)		(3,199	)		(3,689	)
Net Change	$	9,907		$	(4,255	)	$	5,652

(1) The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the net size of the rate and volume changes.

(2) Interest income amounts are reflected on an FTE basis which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented. The Corporation believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

Interest income, on an FTE basis, of $111.6 million for the third quarter of 2013 increased by $2.0 million or 1.8% from 2012, primarily due to increased earning assets, partially offset by lower yields. During the third quarter of 2012, the Corporation recognized $1.4 million in accretable yield as a result of better than expected cash flows on acquired portfolios. The increase in earning assets was primarily driven by an $821.3 million or 10.4% increase in average loans, which included organic growth of $562.4 million or 7.1% and $258.9 million acquired from ANNB. The yield on earning assets decreased 24 basis points from the third quarter of 2012 to 4.01% for the third quarter of 2013, reflecting the decreases in market interest rates and competitive pressure and the above-mentioned changes in accretable yield.

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Interest expense of $10.5 million for the third quarter of 2013 decreased $3.7 million or 25.9% from the same period of 2012 due to lower rates paid, partially offset by growth in interest-bearing liabilities. The rate paid on interest-bearing liabilities decreased 19 basis points to 0.47% for the third quarter of 2013, compared to 0.66% for the third quarter of 2012, reflecting changes in interest rates and a favorable shift in deposit mix to lower-cost transaction deposits and customer repurchase agreements. The growth in average interest-bearing liabilities was primarily attributable to growth in deposits and customer repurchase agreements, which increased by $568.8 million or 5.8% and included organic growth of $210.5 million or 2.1% for the third quarter of 2013 compared to the third quarter of 2012 and $358.3 million acquired from ANNB.

Provision for Loan Losses

The provision for loan losses is determined based on management’s estimates of the appropriate level of allowance for loan losses needed to absorb probable losses inherent in the existing loan portfolio, after giving consideration to charge-offs and recoveries for the period.

The provision for loan losses of $7.3 million during the third quarter of 2013 decreased $1.1 million from the same period of 2012, primarily due to a decrease of $2.4 million in the provision for the acquired portfolio, partially offset by an increase of $1.3 million in the provision for the originated portfolio. During the third quarter of 2013, net charge-offs were $5.5 million, or 0.25% (annualized) of average loans, compared to $7.4 million, or 0.37% (annualized) of average loans, for the same period of 2012, reflecting consistent, solid performance in the Corporation’s loan portfolio. The ratio of the allowance for loan losses to total loans equaled 1.25% and 1.29% at September 30, 2013 and 2012, respectively, which reflects the Corporation’s overall favorable credit quality performance along with the addition of loans acquired in the ANNB acquisition without a corresponding allowance for loan losses. For additional information relating to the allowance and provision for loan losses, refer to the Allowance and Provision for Loan Losses section of this Management’s Discussion and Analysis.

Non-Interest Income

Total non-interest income of $32.9 million for the third quarter of 2013 decreased $2.0 million or 5.6% from the same period of 2012. The variances in the individual non-interest income items are further explained in the following paragraphs.

Service charges on loans and deposits of $16.5 million for the third quarter of 2013 decreased $1.2 million or 6.5% from the same period of 2012, primarily due to a decrease of $2.2 million in interchange fees as the Corporation became subject to the new rules regarding debit card interchange fees imposed by the Durbin Amendment of the Dodd-Frank Act effective July 1, 2013. Overdraft fees and other service charges increased $0.3 million and $0.7 million, respectively, over this same period reflecting the impact of organic growth and the expanded customer base due to the ANNB acquisition. For information relating to the impact of the new regulations on the Corporation’s income from interchange fees, refer to the Dodd-Frank Wall Street Reform and Consumer Protection Act section of this Management’s Discussion and Analysis.

Insurance commissions and fees of $4.1 million for the three months ended September 30, 2013 decreased $0.5 million or 10.7% from the same period of 2012, reflecting lower commissions.

Securities commissions of $2.6 million for the third quarter of 2013 increased $0.5 million or 22.5% from the same period of 2012 primarily due to positive results from new initiatives generating new customer relationships, combined with increased volume and improved market conditions.

Trust fees of $4.2 million for the three months ended September 30, 2013 increased $.04 million or 10.4% from the same period of 2012, primarily due to additions to the sales team, enhanced sales management processes, including scorecard implementation, as well as improved market conditions. The market value of assets under management increased $271.3 million or 10.1% to $3.0 billion over the same period in 2012 as a result of organic growth and improved market conditions.

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Gain on sale of residential mortgage loans of $0.9 million for the third quarter of 2013 decreased $0.3 million or 23.5% from the same period of 2012 due to lower origination volume resulting from a combination of market conditions and changes in interest rates. For the third quarter of 2013, the Corporation sold $62.3 million of residential mortgage loans, compared to $71.0 million for the same period of 2012, as part of its ongoing strategy of generally selling longer term fixed-rate residential mortgage loans.

Other non-interest income of $3.0 million for the third quarter of 2013 decreased $1.1 million or 26.2% from the same period of 2012, primarily due a $1.4 million gain on the sale of the former headquarters building of a previously acquired bank recognized during the third quarter of 2012. Additionally, during the third quarter of 2013, the Corporation recorded a loss of $0.3 million related to its equity investment in a small business investment company and recorded $0.4 million less in fees earned through its commercial loan interest rate swap program compared to the same quarter of 2012. The swap fees were impacted by a lower interest rate environment combined with the impact of the Dodd-Frank Act that restricts the eligibility of smaller commercial customers. Partially offsetting these decreases in other non-interest income is $0.9 million in life insurance proceeds recorded during the third quarter of 2013.

Non-Interest Expense

Total non-interest expense of $83.2 million for the third quarter of 2013 increased $6.1 million or 8.0% from the same period of 2012. The variances in the individual non-interest expense items are further explained in the following paragraphs with an overriding theme of the expense increases primarily related to the branch offices and operations acquired from ANNB.

Salaries and employee benefits of $45.2 million for the three months ended September 30, 2013 increased $3.6 million or 8.6% from the same period of 2012. The increase primarily relates to the ANNB acquisition, combined with new hires, merit increases and higher medical insurance costs in the third quarter of 2013, compared to the third quarter of 2012.

Occupancy and equipment expense of $12.5 million for the third quarter of 2013 increased $1.0 million or 8.5% from the same period of 2012, primarily resulting from the ANNB acquisition, combined with an increase in equipment depreciation expense due to upgrades to incorporate new technology, primarily relating to online and mobile banking upgrades.

Amortization of intangibles expense of $2.1 million for the third quarter of 2013 decreased $0.1 million or 5.7% from the same period of 2012 due to lower amortization expense on some intangibles acquired in 2008 and 2012 resulting from accelerated amortization methods consistent with prior practices.

Outside services expense of $7.6 million for the three months ended September 30, 2013 increased $0.5 million or 7.3% from the same period of 2012, primarily resulting from the ANNB acquisition and costs related to compliance with new regulations, as the Corporation recognized increases of $0.7 million related to consulting fees, $0.1 million related to audits and exams and $0.2 million related to other outside services. These increases were partially offset by decreases of $0.4 million in licenses fees and dues and $0.2 million in legal expenses.

Federal Deposit Insurance Corporation (FDIC) insurance of $3.2 million for the third quarter of 2013 increased $1.1 million or 56.9% from the same period of 2012 primarily due to revised assessment methodologies, combined with an increased asset base resulting from the acquisition of ANNB and a higher assessment rate due to FNBPA exceeding $10.0 billion in total assets.

The Corporation recorded $0.9 million in merger-related costs associated with the ANNB and pending PVF and BCSB acquisitions during the third quarter of 2013. Merger-related costs recorded during the same period of 2012 in conjunction with the Parkvale acquisition were $0.1 million.

Other non-interest expense decreased $0.8 million to $11.8 million for the third quarter of 2013 from $12.5 million for the third quarter of 2012, primarily resulting from a decrease of $0.7 million in state capital stock tax due to utilizing state tax credits and a decrease of $0.5 million in OREO expenses due to lower costs associated with the Corporation’s Florida commercial real estate loan portfolio. These decreases were partially offset by an increase of $0.4 million in marketing expense primarily due to the ANNB acquisition.

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Income Taxes

The Corporation’s income tax expense of $10.0 million for the third quarter of 2013 decreased $2.1 million or 17.5% from the same period of 2012. The effective tax rate of 24.0% for the third quarter of 2013 decreased from 28.2% for the same period of 2012, reflecting the impact of lower pre-tax income combined with the benefit of tax credits. Both periods’ tax rates are lower than the 35% federal statutory tax rate due to the tax benefits primarily resulting from tax-exempt income on investments, loans and BOLI, as well as tax credits.

Nine Months Ended September 30, 2013 Compared to the Nine Months Ended September 30, 2012

Net income for the nine months ended September 30, 2013 was $89.4 million or $0.62 per diluted share, compared to net income for the nine months ended September 30, 2012 of $81.5 million or $0.58 per diluted share. For the nine months ended September 30, 2013, the Corporation’s return on average equity was 8.22% and its return on average assets was 0.97%, compared to 7.95% and 0.93%, respectively, for the nine months ended September 30, 2012.

The following tables summarize the Corporation’s non-GAAP financial measures for the periods indicated derived from amounts reported in the Corporation’s financial statements (dollars in thousands):

	Nine Months Ended September 30,
	2013			2012
Return on average tangible equity:
Net income (annualized)	$	119,480		$	108,805
Amortization of intangibles, net of tax (annualized)		5,411			5,984
	$	124,891		$	114,789
Average total stockholders’ equity	$	1,453,746		$	1,368,457
Less: Average intangibles		(735,638	)		(717,390	)
	$	718,108		$	651,067
Return on average tangible equity		17.39	%		17.63	%
Return on average tangible assets:
Net income (annualized)	$	119,480		$	108,805
Amortization of intangibles, net of tax (annualized)		5,411			5,984
	$	124,891		$	114,789
Average total assets	$	12,365,612		$	11,713,834
Less: Average intangibles		(735,638	)		(717,390	)
	$	11,629,974		$	10,996,444
Return on average tangible assets		1.07	%		1.04	%

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The following table provides information regarding the average balances and yields earned on interest earning assets and the average balances and rates paid on interest-bearing liabilities (dollars in thousands):

	Nine Months Ended September 30,
	2013									2012
	Average Balance			Interest Income/ Expense			Yield/ Rate			Average Balance			Interest Income/ Expense			Yield/ Rate
Assets
Interest earning assets:
Interest bearing deposits with banks	$	33,199		$	45			0.18	%	$	87,277		$	142			0.22	%
Taxable investment securities (1)		2,112,382			32,170			1.98			2,016,128			36,344			2.35
Non-taxable investment securities (2)		163,045			6,682			5.46			185,000			7,798			5.62
Residential mortgage loans held for sale		21,696			617			3.79			15,872			532			4.47
Loans (2) (3)		8,474,135			288,500			4.55			7,830,356			285,096			4.86
Total interest earning assets (2)		10,804,457			328,014			4.06			10,134,633			329,912			4.35
Cash and due from banks		178,154									182,946
Allowance for loan losses		(108,173	)								(103,299	)
Premises and equipment		144,212									147,447
Other assets		1,346,962									1,352,107
Total Assets	$	12,365,612								$	11,713,834
Liabilities
Interest-bearing liabilities:
Deposits:
Interest bearing demand	$	3,774,211			4,326			0.15		$	3,470,249			5,802			0.22
Savings		1,339,723			491			0.05			1,189,187			871			0.10
Certificates and other time		2,448,634			17,686			0.97			2,729,663			26,103			1.28
Customer repurchase agreements		769,997			1,340			0.23			766,857			1,903			0.33
Other short-term borrowings		250,846			1,964			1.03			159,774			2,058			1.69
Long-term debt		92,024			2,268			3.30			91,221			2,702			3.96
Junior subordinated debt		201,575			5,578			3.70			203,290			5,956			3.91
Total interest-bearing liabilities (2)		8,877,010			33,653			0.51			8,610,241			45,395			0.70
Non-interest bearing demand		1,894,206									1,572,808
Other liabilities		140,650									162,328
Total Liabilities		10,911,866									10,345,377
Stockholders’ equity		1,453,746									1,368,457
Total Liabilities and Stockholders’ Equity	$	12,365,612								$	11,713,834
Excess of interest earning assets over interest-bearing liabilities	$	1,927,447								$	1,524,392
Fully tax-equivalent net interest income					294,361									284,517
Tax-equivalent adjustment					(5,265	)								(5,584	)
Net interest income				$	289,096								$	278,933
Net interest spread								3.55	%								3.64	%
Net interest margin (2)								3.64	%								3.75	%

(1) The average balances and yields earned on taxable investment securities are based on historical cost.

(2) The interest income amounts are reflected on a fully taxable equivalent (FTE) basis, a non-GAAP measure, which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented. The yields on earning assets and the net interest margin are presented on an FTE and annualized basis. The rates paid on interest-bearing liabilities are also presented on an annualized basis. The Corporation believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

(3) Average balances include non-accrual loans. Loans consist of average total loans less average unearned income. The amount of loan fees included in interest income on loans is immaterial.

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Net Interest Income

For the nine months ended September 30, 2013, net interest income, which comprised 73.7% of net revenue, unchanged from the same period in 2012, was affected by the general level of interest rates, changes in interest rates, the shape of the yield curve, the level of non-accrual loans and changes in the amount and mix of interest earning assets and interest-bearing liabilities.

Net interest income, on an FTE basis, increased $5.7 million or 3.5% from $284.5 million for the first nine months of 2012 to $294.4 million for the first nine months of 2013. Average earning assets increased $669.8 million or 6.6% and average interest-bearing liabilities increased $266.8 million or 3.1% from 2012 due to the acquisition of ANNB, combined with organic growth in loans and deposits and customer repurchase agreements. The Corporation’s net interest margin was 3.64% for the first nine months of 2013 compared to 3.75% for the same period of 2012 as loan yields declined faster than deposit rates, primarily as a result of the current low interest rate environment. Details on changes in tax equivalent net interest income attributed to changes in interest earning assets, interest-bearing liabilities, yields and cost of funds are set forth in the preceding table.

The following table sets forth certain information regarding changes in net interest income attributable to changes in the volumes of interest earning assets and interest-bearing liabilities and changes in the rates for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012 (in thousands):

	Volume			Rate			Net
Interest Income
Interest bearing deposits with banks	$	(77	)	$	(20	)	$	(97	)
Securities		(2,259	)		(3,031	)		(5,290	)
Residential mortgage loans held for sale		174			(89	)		85
Loans		22,888			(19,484	)		3,404
		20,726			(22,624	)		(1,898	)
Interest Expense
Deposits:
Interest bearing demand		665			(2,141	)		(1,476	)
Savings		99			(479	)		(380	)
Certificates and other time		(2,484	)		(5,933	)		(8,417	)
Customer repurchase agreements		8			(571	)		(563	)
Other short-term borrowings		58			(152	)		(94	)
Long-term debt		23			(457	)		(434	)
Junior subordinated debt		(51	)		(327	)		(378	)
		(1,682	)		(10,060	)		(11,742	)
Net Change	$	22,408		$	(12,564	)	$	9,844

(1) The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the net size of the rate and volume changes.

(2) Interest income amounts are reflected on an FTE basis which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented. The Corporation believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

Interest income, on an FTE basis, of $328.0 million for the first nine months of 2013 decreased by $1.9 million or 0.6% from 2012, primarily due to lower yields, partially offset by increased earning assets. Additionally, during the first nine months of 2013, the Corporation recognized $1.8 million in accretable yield as a result of better than expected cash flows on acquired portfolios compared to original estimates, which compares to $3.3 million for the same period of 2012. The increase in earning assets was primarily driven by a $643.8 million or 8.2% increase in average loans, including $476.8 million or 6.1% of organic growth and $166.7 million in loans added in the ANNB acquisition. The yield on earning assets decreased 29 basis points from the first nine months of 2012 to 4.06% for the same period of 2013, reflecting the decreases in market interest rates and competitive pressure and the above-mentioned changes in accretable yield.

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Interest expense of $33.7 million for the first nine months of 2013 decreased $11.7 million or 25.9% from the same period of 2012 due to lower rates paid, partially offset by growth in interest-bearing liabilities. The rate paid on interest-bearing liabilities decreased 19 basis points to 0.51% during the first nine months of 2013, compared to the first nine months of 2012, reflecting changes in interest rates and a favorable shift in deposit mix to lower-cost transaction deposits and customer repurchase agreements. The growth in average interest-bearing liabilities was primarily attributable to growth in deposits and customer repurchase agreements, which increased by $498.0 million or 5.1% for the first nine months of 2013 compared to the same period of 2012, including $267.0 million or 2.7% of organic growth and $231.0 million added in the ANNB acquisition.

Provision for Loan Losses

The provision for loan losses of $22.7 million during the first nine months of 2013 increased $0.7 million from the same period of 2012, primarily due to an increase of $1.7 million in the provision for the originated portfolio, partially offset by an decrease of $1.0 million in the provision for the acquired portfolio. During the first nine months of 2013, net charge-offs were $17.0 million, or 0.27% (annualized) of average loans, compared to $20.0 million, or 0.34% (annualized) of average loans, for the same period of 2012, reflecting consistent, solid performance in the Corporation’s loan portfolio. The ratio of the allowance for loan losses to total loans equaled 1.25% and 1.29% at September 30, 2013 and 2012, respectively, which reflects the Corporation’s overall favorable credit quality performance along with the addition of loans acquired in the ANNB acquisition without a corresponding allowance for loan losses. For additional information relating to the allowance and provision for loan losses, refer to the Allowance and Provision for Loan Losses section of this Management’s Discussion and Analysis.

Non-Interest Income

Total non-interest income of $103.3 million for the first nine months of 2013 increased $3.9 million or 4.0% from the same period of 2012. The variances in the individual non-interest income items are further explained in the following paragraphs.

Service charges on loans and deposits of $51.7 million for the first nine months of 2013 decreased $0.7 million or 1.4% from the same period of 2012, primarily due to a decrease of $2.2 million in interchange fees as the Corporation became subject to the new rules regarding debit card interchange fees imposed by the Durbin Amendment of the Dodd-Frank Act effective July 1, 2013. Additionally, overdraft fees decreased $0.2 million over this same period. Partially offsetting these decreases, other service charges increased $1.7 million over this same period reflecting the impact of organic growth and the expanded customer base due to the ANNB acquisition. For information relating to the impact of the new regulations on the Corporation’s income from interchange fees, refer to the Dodd-Frank Wall Street Reform and Consumer Protection Act section of this Management’s Discussion and Analysis.

Insurance commissions and fees remained constant at $12.6 million for both the nine months ended September 30, 2013 and 2012.

Securities commissions of $8.4 million for the first nine months of 2013 increased $2.2 million or 36.2% from the same period of 2012 primarily due to positive results from new initiatives generating new customer relationships, combined with increased volume and improved market conditions.

Trust fees of $12.4 million for the nine months ended September 30, 2013 increased $1.1 million or 9.4% from the same period of 2012, primarily due to additions to the sales team, enhanced sales management processes, including scorecard implementation, as well as improved market conditions. The market value of assets under management increased $271.3 million or 10.1% to $3.0 billion over the same period in 2012 as a result of organic growth and improved market conditions.

Gain on sale of securities of $0.8 million for the first nine months of 2013 increased $0.5 million from the same period of 2012 primarily due to increased volume of securities sold.

Gain on sale of residential mortgage loans of $2.9 million for the first nine months of 2013 increased $0.2 million or 9.1% from the same period of 2012 due to increased origination volume. For the first nine months of 2013, the Corporation sold $210.0 million of residential mortgage loans, compared to $170.0 million for the same period of 2012, as part of its ongoing strategy of generally selling 30-year residential mortgage loans.

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Income from BOLI of $5.2 million for the nine months ended September 30, 2013 increased $0.4 million or 7.3% from the same period of 2012, primarily as a result of continued management actions designed to improve performance.

Other non-interest income of $9.3 million for the first nine months of 2013 increased $0.2 million or 2.3% from the same period of 2012. During the first nine months of 2013, the Corporation recognized a $1.6 million gain related to a debt extinguishment in which $15.0 million of the Corporation- issued TPS were repurchased at a discount and the related debt extinguished. This $15.0 million was opportunistically purchased at auction and represents a portion of the underlying collateral of a pooled TPS that was liquidated by the trustee. Additionally, during this same period, the Corporation recognized a gain of $0.6 million relating to the successful harvesting of a mezzanine financing relationship by its merchant banking subsidiary and a $0.3 million gain on the sale of a former branch building. During the first nine months of 2012, the Corporation recognized a $1.4 million gain on the sale of the former headquarters building of a previously acquired bank. During this period, the Corporation also saw a decrease of $1.2 million in fees earned through the its commercial loan interest rate swap program, which was impacted by a lower interest rate environment combined with the impact of the Dodd-Frank Act that restricts the eligibility of smaller commercial customers.

Non-Interest Expense

Total non-interest expense of $246.3 million for the first nine months of 2013 increased $4.0 million or 1.7% from the same period of 2012. The variances in the individual non-interest income items are further explained in the following paragraphs with an overriding theme of the expense increases primarily related to the branch offices and operations acquired from ANNB.

Salaries and employee benefits of $132.3 million for the nine months ended September 30, 2013 increased $5.0 million or 3.9% from the same period of 2012. This increase primarily relates to the ANNB acquisition, combined with new hires, merit increases and higher medical insurance costs in 2013, partially offset by the reduction of staff related to the former Parkvale headquarters and branches consolidated in 2012.

Occupancy and equipment expense of $37.7 million for the first nine months of 2013 increased $2.5 million or 7.0% from the same period of 2012, primarily resulting from the ANNB acquisition combined with an increase in equipment depreciation expense due to upgrades to incorporate new technology, primarily relating to online and mobile banking upgrades.

Amortization of intangibles expense of $6.2 million for the first nine months of 2013 decreased $0.7 million or 9.7% from the same period of 2012 due to lower amortization expense on some intangibles due to accelerated amortization methods consistent with prior practices.

Outside services expense of $23.3 million for the nine months ended September 30, 2013 increased $2.6 million or 12.6% from the same period of 2012, primarily resulting from the ANNB acquisition and costs related to compliance with new regulations, as the Corporation recognized increases of $1.5 million related to consulting fees, $0.3 million related to audits and exams and $1.0 million related to other outside services. These increases were partially offset by decreases of $0.3 million in licenses, fees and dues and $0.2 million in legal expenses.

FDIC insurance of $8.2 million for the first nine months of 2013 increased $2.0 million or 32.8% from the same period of 2012 primarily due to revised assessment methodologies, combined with an increased asset base resulting from the acquisition of ANNB and a higher assessment rate due to FNBPA exceeding $10.0 billion in total assets.

The Corporation recorded $4.2 million in merger-related costs associated with the ANNB and PVF acquisitions and the pending BCSB acquisition during the first nine months of 2013. Merger-related costs recorded during the same period of 2012 in conjunction with the Parkvale acquisition were $7.4 million.

Other non-interest expense decreased to $34.4 million for the first nine months of 2013 from $38.6 million for the first nine months of 2012, primarily resulting from a decrease of $2.6 million in OREO expenses due to lower costs associated with the Corporation’s Florida commercial real estate loan portfolio and a decrease of $1.5 million in state capital stock tax due to utilizing state tax credits. Additionally, during this same period, telephone expense decreased $0.8 million as the Corporation continues to focus on controlling expenses. Also, during the nine months ended September 30, 2012, the Corporation recognized fraud losses of $0.7 million. These decreases were partially offset by increases of $0.7 million in marketing expense, $0.3 million in business development expense, $0.3 million in loan related expense, $0.2 million in insurance expense, primarily as a result of the ANNB acquisition.

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Income Taxes

The Corporation’s income tax expense of $34.0 million for the first nine months of 2013 increased $1.5 million or 4.5% from the same period of 2012. The effective tax rate of 27.8% for the first nine months of 2013 decreased from 28.6% for the same period of 2012, reflecting the impact of higher tax credits. Both periods’ tax rates are lower than the 35% federal statutory tax rate due to the tax benefits primarily resulting from tax-exempt income on investments, loans and BOLI, as well as tax credits.

LIQUIDITY

The Corporation’s goal in liquidity management is to satisfy the cash flow requirements of customers and the operating cash needs of the Corporation with cost-effective funding. The Board of Directors of the Corporation has established an Asset/Liability Management Policy in order to achieve and maintain earnings performance consistent with long-term goals while maintaining acceptable levels of interest rate risk, a “well-capitalized” balance sheet and adequate levels of liquidity. The Board of Directors of the Corporation has also established a Contingency Funding Policy to address liquidity crisis conditions. These policies designate the Corporate Asset/Liability Committee (ALCO) as the body responsible for meeting these objectives. The ALCO, which includes members of executive management, reviews liquidity on a periodic basis and approves significant changes in strategies that affect balance sheet or cash flow positions. Liquidity is centrally managed on a daily basis by the Corporation’s Treasury Department.

FNBPA generates liquidity from its normal business operations. Liquidity sources from assets include payments from loans and investments as well as the ability to securitize, pledge or sell loans, investment securities and other assets. Liquidity sources from liabilities are generated primarily through the banking offices of FNBPA in the form of deposits and customer repurchase agreements. The Corporation also has access to reliable and cost-effective wholesale sources of liquidity. Short- and long-term funds can be acquired to help fund normal business operations as well as serve as contingency funding in the event that the Corporation would be faced with a liquidity crisis.

The principal sources of the parent company’s liquidity are its strong existing cash resources plus dividends it receives from its subsidiaries. These dividends may be impacted by the parent’s or its subsidiaries’ capital needs, statutory laws and regulations, corporate policies, contractual restrictions, profitability and other factors. Cash on hand at the parent at September 30, 2013 was $103.3 million compared to $114.7 million at December 31, 2012. Cash on hand decreased during 2013, as $15.0 million of Corporation-issued TPS were repurchased at a discount by the Corporation, and the related debt extinguished. This $15.0 million was opportunistically purchased at auction and represents a portion of the underlying collateral of a pooled TPS that was liquidated by the trustee. Management believes cash levels for the Corporation are appropriate given the current environment. Two metrics that are used to gauge the adequacy of the parent company’s cash position are the Liquidity Coverage Ratio (LCR) and Months of Cash on Hand (MCH). The LCR is defined as the sum of cash on hand plus projected cash inflows over the next 12 months divided by cash outflows over the next 12 months. The LCR was 2.1 times at September 30, 2013 and 2.5 times at December 31, 2012. The internal limit for LCR is for the ratio to be greater than 1.0 time. The MCH is defined as the number of months of corporate expenses that can be covered by the cash on hand. The MCH was 13.1 months at September 30, 2013 and 16.2 months at December 31, 2012. The internal limit for MCH is for the ratio to be greater than 12 months. In addition, the Corporation issues subordinated notes on a regular basis. Subordinated notes decreased $1.2 million or 0.6% during 2013 to $214.0 million at September 30, 2013.

The liquidity position of the Corporation continues to be strong as evidenced by its ability to generate growth in relationship-based accounts. Average transaction deposits and customer repurchase agreements grew $138.6 million, or 7.0% annualized for the third quarter of 2013, and represent 77.7% of total deposits and customer repurchase agreements at September 30, 2013. Average total deposits and customer repurchase agreements increased $68.9 million or 2.6% annualized for the third quarter of 2013 as solid growth in lower cost, relationship-based accounts was offset by a continued planned decline in time deposits. Time deposits declined $69.7 million or 11.2% annualized, reflecting the lower rate offered environment. FNBPA had unused wholesale credit availability of $4.7 billion or 37.2% of bank assets at September 30, 2013 and $4.0 billion or 34.1% of bank assets at December 31, 2012. These sources include the availability to borrow from the FHLB, the FRB, correspondent bank lines and access to brokered certificates of deposit. FNBPA has identified certain liquid assets, including overnight cash, unpledged securities and loans, which could be sold to meet funding needs. Included in these liquid assets are overnight balances and unpledged government and agency securities which totaled 3.3% and 5.0% of bank assets as of September 30, 2013 and December 31, 2012, respectively.

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Another metric for measuring liquidity risk is the liquidity gap analysis. The following liquidity gap analysis (in thousands) for the Corporation as of September 30, 2013 compares the difference between cash flows from existing assets and liabilities over future time intervals. Management seeks to limit the size of the liquidity gaps so that sources and uses of funds are reasonably matched in the normal course of business. A reasonably matched position lays a better foundation for dealing with the additional funding needs during a potential liquidity crisis. The twelve-month cumulative gap to total assets was (0.1)% and 2.6% as of September 30, 2013 and December 31, 2012, respectively.

	Within 1 Month			2-3 Months			4-6 Months			7-12 Months			Total 1 Year
Assets
Loans	$	232,006		$	412,436		$	532,732		$	955,383		$	2,132,557
Investments		109,860			46,961			100,851			217,150			474,822
		341,866			459,397			633,583			1,172,533			2,607,379
Liabilities
Non-maturity deposits		67,793			135,585			203,378			406,755			813,511
Time deposits		116,288			247,550			375,588			504,397			1,243,823
Borrowings		219,327			42,849			182,729			118,019			562,924
		403,408			425,984			761,695			1,029,172			2,620,258
Period Gap (Assets – Liabilities)	$	(61,542	)	$	33,413		$	(128,112	)	$	143,362		$	(12,879	)
Cumulative Gap	$	(61,542	)	$	(28,129	)	$	(156,241	)	$	(12,879	)
Cumulative Gap to Total Assets		(0.5	)%		(0.2	)%		(1.2	)%		(0.1	)%

In addition, the ALCO regularly monitors various liquidity ratios and stress scenarios of the Corporation’s liquidity position. The stress scenarios forecast that adequate funding will be available even under severe conditions. Management believes the Corporation has sufficient liquidity available to meet its normal operating and contingency funding cash needs.

MARKET RISK

Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices. The Corporation is primarily exposed to interest rate risk inherent in its lending and deposit-taking activities as a financial intermediary. To succeed in this capacity, the Corporation offers an extensive variety of financial products to meet the diverse needs of its customers. These products sometimes contribute to interest rate risk for the Corporation when product groups do not complement one another. For example, depositors may want short-term deposits while borrowers desire long-term loans.

Changes in market interest rates may result in changes in the fair value of the Corporation’s financial instruments, cash flows and net interest income. The ALCO is responsible for market risk management which involves devising policy guidelines, risk measures and limits, and managing the amount of interest rate risk and its effect on net interest income and capital. The Corporation uses derivative financial instruments for interest rate risk management purposes and not for trading or speculative purposes.

Interest rate risk is comprised of repricing risk, basis risk, yield curve risk and options risk. Repricing risk arises from differences in the cash flow or repricing between asset and liability portfolios. Basis risk arises when asset and liability portfolios are related to different market rate indexes, which do not always change by the same amount. Yield curve risk arises when asset and liability portfolios are related to different maturities on a given yield curve; when the yield curve changes shape, the risk position is altered. Options risk arises from “embedded options” within asset and liability products as certain borrowers have the option to prepay their loans when rates fall while certain depositors can redeem their certificates of deposit early when rates rise.

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The Corporation uses an asset/liability model to measure its interest rate risk. Interest rate risk measures utilized by the Corporation include earnings simulation, economic value of equity (EVE) and gap analysis.

Gap analysis and EVE are static measures that do not incorporate assumptions regarding future business. Gap analysis, while a helpful diagnostic tool, displays cash flows for only a single rate environment. EVE’s long-term horizon helps identify changes in optionality and longer-term positions. However, EVE’s liquidation perspective does not translate into the earnings-based measures that are the focus of managing and valuing a going concern. Net interest income simulations explicitly measure the exposure to earnings from changes in market rates of interest. In these simulations, the Corporation’s current financial position is combined with assumptions regarding future business to calculate net interest income under various hypothetical rate scenarios. The ALCO reviews earnings simulations over multiple years under various interest rate scenarios on a periodic basis. Reviewing these various measures provides the Corporation with a comprehensive view of its interest rate risk profile.

The following repricing gap analysis (in thousands) as of September 30, 2013 compares the difference between the amount of interest earning assets and interest-bearing liabilities subject to repricing over a period of time. Management utilizes the repricing gap analysis as a diagnostic tool in managing net interest income and EVE risk measures.

	Within 1 Month			2-3 Months			4-6 Months			7-12 Months			Total 1 Year
Assets
Loans	$	3,000,807		$	805,914		$	430,690		$	826,368		$	5,063,779
Investments		109,861			80,660			151,560			238,753			580,834
		3,110,668			886,574			582,250			1,065,121			5,644,613
Liabilities
Non-maturity deposits		2,309,086			—			—			—			2,309,086
Time deposits		125,340			248,216			376,117			505,181			1,254,854
Borrowings		1,013,378			142,593			25,095			22,752			1,203,818
		3,447,804			390,809			401,212			527,933			4,767,758
Off-balance sheet		(200.000	)		—			—			—			(200,000	)
Period Gap (assets – liabilities + off-balance sheet)	$	(537,136	)	$	495,765		$	181,038		$	537,188		$	676,855
Cumulative Gap	$	(537,136	)	$	(41,371	)	$	139,667		$	676,855
Cumulative Gap to Assets		(4.2	)%		(0.3	)%		1.1	%		5.3	%

The twelve-month cumulative repricing gap to total assets was 5.3% and 9.4% as of September 30, 2013 and December 31, 2012, respectively. The positive cumulative gap positions indicate that the Corporation has a greater amount of repricing earning assets than repricing interest-bearing liabilities over the subsequent twelve months. If interest rates increase then net interest income will increase and, conversely, if interest rates decrease then net interest income will decrease.

The allocation of non-maturity deposits and customer repurchase agreements to the one-month maturity category above is based on the estimated sensitivity of each product to changes in market rates. For example, if a product’s rate is estimated to increase by 50% as much as the market rates, then 50% of the account balance was placed in this category.

The following net interest income metrics were calculated using rate ramps which move market rates in an immediate and parallel fashion. The variance percentages represent the change between the net interest income or EVE calculated under the particular rate scenario versus the net interest income or EVE that was calculated assuming market rates as of September 30, 2013.

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The following table presents an analysis of the potential sensitivity of the Corporation’s net interest income and EVE to changes in interest rates:

	September 30, 2013			December 31, 2012			ALCO Limits
Net interest income change (12 months):
+ 300 basis points		3.5	%		6.1	%		n/a
+ 200 basis points		2.2	%		4.7	%		(5.0	)%
+ 100 basis points		0.9	%		2.5	%		(5.0	)%
- 100 basis points		(2.3	)%		(2.8	)%		(5.0	)%
Economic value of equity:
+ 300 basis points		(2.5	)%		4.5	%		(25.0	)%
+ 200 basis points		(1.3	)%		4.5	%		(15.0	)%
+ 100 basis points		(0.4	)%		3.3	%		(10.0	)%
- 100 basis points		(5.4	)%		(10.2	)%		(10.0	)%

The Corporation also models rate scenarios which move all rates gradually over twelve months (Rate Ramps) and also scenarios that gradually change the shape of the yield curve. A +300 basis point Rate Ramp increases net interest income (12 months) by 2.3% at September 30, 2013 and 4.6% at December 31, 2013. The ALCO has granted an exception for -100 basis point scenarios due to the low probability of such an interest rate scenario when interest rates are already at historical lows.

The Corporation’s strategy is generally to manage to a neutral interest rate risk position. However, given the current interest rate environment, the interest rate risk position has been managed to an asset-sensitive position. Currently, rising rates are expected to have a modest, positive effect on net interest income versus net interest income if rates remained unchanged. The Corporation has maintained a relatively stable net interest margin over the last five years despite market rate volatility.

The ALCO utilized several tactics to manage the Corporation’s current interest rate risk position. As mentioned earlier, the growth in transaction deposits provides funding that is less interest rate-sensitive than time deposits and wholesale borrowings. On the lending side, the Corporation regularly sells long-term fixed-rate residential mortgages to the secondary market and has been successful in the origination of consumer and commercial loans with short-term repricing characteristics. Total variable and adjustable-rate loans were 58.3% and 59.6% of total loans as of September 30, 2013 and December 31, 2012, respectively. This decrease was mainly due to the acquisition of ANNB. The investment portfolio is used, in part, to manage the Corporation’s interest rate risk position. The Corporation has managed the duration of its investment portfolio to be slightly longer given the asset sensitive nature of its balance sheet. At September 30, 2013, the portfolio duration was 3.4 versus a 2.7 level at December 31, 2012. Finally, the Corporation has made use of interest rate swaps to commercial borrowers (commercial swaps) to manage its interest rate risk position as the commercial swaps effectively increase adjustable-rate loans. The commercial swaps currently total $801.6 million of notional principal, with $104.0 million in notional swap principal originated during the first nine months of 2013. The success of the aforementioned tactics has resulted in an asset-sensitive position. During the second and third quarters of 2013, long-term interest rates have risen substantially causing cash flows from certain mortgage-related portfolios to lengthen, which contributed to a reduction in the asset-sensitive interest rate risk position this quarter. The addition of ANNB also contributed to the change in the interest rate risk position as well as a slight increase in the use of overnight borrowings. In order to manage the interest rate risk position and generate incremental earnings, between December 2012 and August 2013 the Corporation entered into four separate interest rate derivative agreements totaling $200.0 million of notional principal in swaps which pay a variable interest rate and receive a fixed interest rate. For additional information regarding interest rate swaps, see the Derivative Instruments footnote in the Notes to Consolidated Financial Statements section of this Report.

The Corporation recognizes that all asset/liability models have some inherent shortcomings. Asset/liability models require certain assumptions to be made, such as prepayment rates on interest earning assets and repricing impact on non-maturity deposits, which may differ from actual experience. These business assumptions are based upon the Corporation’s experience, business plans and available industry data. While management believes such assumptions to be reasonable, there can be no assurance that modeled results will be achieved. Furthermore, the metrics are based upon the balance sheet structure as of the valuation date and do not reflect the planned growth or management actions that could be taken.

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RISK MANAGEMENT

The key to effective risk management is to be proactive in identifying, measuring, evaluating and monitoring risk on an ongoing basis. Risk management practices support decision-making, improve the success rate for new initiatives, and strengthen the market’s confidence in the Corporation and its affiliates.

The Corporation supports its risk management process through a governance structure involving its Board of Directors and senior management. The Corporation’s Risk Committee, which is comprised of various members of the Board of Directors, oversees management’s execution of business decisions within the Corporation’s desired risk profile. The Risk Committee has the following key roles:

• assist management with the identification, assessment and evaluation of the types of risk to which the Corporation is exposed;

• monitor the effectiveness of risk functions throughout the Corporation’s business and operations; and

• assist management with identifying and implementing risk management best practices, as appropriate, and review strategies, policies and procedures that are designed to identify and mitigate risks to the Corporation.

FNBPA has a Risk Management Committee comprised of senior management to provide day-to-day oversight to specific areas of risk with respect to the level of risk and risk management structure. FNBPA’s Risk Management Committee reports on a regular basis to the Corporation’s Risk Committee regarding the enterprise risk profile of the Corporation and other relevant risk management issues.

The Corporation’s audit function performs an independent assessment of the internal control environment. Moreover, the Corporation’s audit function plays a critical role in risk management, testing the operation of internal control systems and reporting findings to management and to the Corporation’s Audit Committee. Both the Corporation’s Risk Committee and FNBPA’s Risk Management Committee regularly assess the Corporation’s enterprise-wide risk profile and provide guidance to senior management on actions needed to address key risk issues.

DEPOSITS AND CUSTOMER REPURCHASE AGREEMENTS

Following is a summary of deposits and customer repurchase agreements (in thousands):

	September 30, 2013		December 31, 2012
Non-interest bearing	$	2,115,813	$	1,738,195
Savings and NOW		5,247,922		4,808,121
Certificates of deposit and other time deposits		2,359,636		2,535,858
Total deposits		9,723,371		9,082,174
Customer repurchase agreements		834,610		807,820
Total deposits and customer repurchase agreements	$	10,557,981	$	9,889,994

Total deposits and customer repurchase agreements increased by $668.0 million, or 6.8%, to $10.6 billion at September 30, 2013, compared to December 31, 2012, primarily as a result of the acquisition of ANNB combined with organic growth in relationship-based transaction deposits, which are comprised of non-interest bearing, savings and NOW accounts (which includes money market deposit accounts), and customer repurchase agreements, partially offset by the continued planned decline in time deposits. Generating growth in relationship-based transaction deposits and customer repurchase agreements remains a key focus of the Corporation.

NON-PERFORMING ASSETS

Credit quality for the first nine months of 2013 reflects continued solid performance by the Corporation. During the first nine months of 2013, non-performing loans and OREO increased $1.7 million, from $116.1 million at December 31, 2012 to $117.8 million at September 30, 2013, primarily as the result of an increase of $2.4 million in TDRs, partially offset by a decrease of $0.6 million in non-accrual loans. The increase in TDRs was primarily attributed to loans secured by residential mortgages.

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Following is a summary of non-performing loans, by class (in thousands):

	September 30, 2013		December 31, 2012
Commercial real estate	$	48,194	$	48,483
Commercial and industrial		8,123		6,099
Commercial leases		782		965
Total commercial loans and leases		57,099		55,547
Direct installment		10,664		8,541
Residential mortgages		13,299		11,415
Indirect installment		1,092		1,131
Consumer lines of credit		549		746
Other		—		3,500
	$	82,703	$	80,880

Following is a summary of performing, non-performing and non-accrual TDRs, by class (in thousands):

	Performing		Non- Performing		Non-Accrual		Total
September 30, 2013
Commercial real estate	$	57	$	1,043	$	10,307	$	11,407
Commercial and industrial		755		42		250		1,047
Commercial leases		—		—		—		—
Total commercial loans and leases		812		1,085		10,557		12,454
Direct installment		4,906		6,202		858		11,966
Residential mortgages		4,154		9,605		586		14,345
Indirect installment		—		117		99		216
Consumer lines of credit		230		243		85		558
Other		—		—		—		—
	$	10,102	$	17,252	$	12,185	$	39,539
December 31, 2012
Commercial real estate	$	850	$	588	$	11,156	$	12,594
Commercial and industrial		775		82		283		1,140
Commercial leases		—		—		—		—
Total commercial loans and leases		1,625		670		11,439		13,734
Direct installment		5,613		5,199		749		11,561
Residential mortgages		5,401		8,524		107		14,032
Indirect installment		—		92		90		182
Consumer lines of credit		20		391		—		411
Other		—		—		—		—
	$	12,659	$	14,876	$	12,385	$	39,920

ALLOWANCE FOR LOAN LOSSES

Commercial loans are individually risk-rated by the loan relationship manager, approved by the appropriate loan authority or committee and reviewed on an ongoing basis by the Loan Review department. In general, commercial loan risk ratings are affirmed at least annually. Troubled, classified and non-performing loans and borrowers are reviewed more frequently by the Special Attention Credit Committee. Impaired commercial relationships with exposures greater than or equal to $500 thousand are subject to specific measurement of impairment and the establishment of an ASC 310 specific reserve, if any. These reserve allocations are generally collateral dependent. Consumer and residential real estate loans are generally reviewed in the aggregate due to their homogeneous nature. Non-account specific ASC 450 reserve allocations, along with allocations to impaired loan relationships under $500 thousand, are applied a quantitative loss factor in a pool based on migration analysis for commercial loans, roll rate analysis for consumer and residential loans and the qualitative factors described below.

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Management evaluates the impact of various qualitative factors which pose additional risks that may not adequately be addressed in the analyses described above. Historical loss rates for each loan category may be adjusted for levels of and trends in loan volumes, large exposures, charge-offs, recoveries, delinquency, non-performing and other impaired loans. In addition, management takes into consideration the impact of changes to lending policies; the experience and depth of lending management and staff; the results of internal loan reviews; concentrations of credit; mergers and acquisitions; weighted average risk ratings; competition, legal and regulatory risk; market uncertainty and collateral illiquidity; national and local economic trends; or any other common risk factor that might affect loss experience across one or more components of the portfolio. The assessment of relevant economic factors indicates that the Corporation’s primary markets historically tend to lag the national economy, with local economies in the Corporation’s primary market areas also improving or weakening, as the case may be, but at a more measured rate than the national trends. Regional economic factors influencing management’s estimate of allowance for loan losses include uncertainty of the labor markets in the regions the Corporation serves and a contracting labor force due, in part, to productivity growth and industry consolidations. The determination of this component of the allowance for loan losses is particularly dependent on the judgment of management.

The allowance for loan losses at September 30, 2013 increased $5.7 million or 5.4% from December 31, 2012, primarily due to growth in originated loans and, to a lesser extent, to support the acquired portfolio. The provision for loan losses during the nine months ended September 30, 2013 was $22.7 million, covering net charge-offs of $17.0 million with the remainder supporting originated loan growth and the acquired portfolios. The allowance for loan losses as a percentage of non-performing loans for the Corporation’s total portfolio increased from 129.5% as of December 31, 2012 to 133.1% as of September 30, 2013.

Following is a summary of supplemental statistical ratios pertaining to the Corporation’s originated loan portfolio. The originated loan portfolio excludes loans acquired at fair value and accounted for in accordance with ASC 805, which was effective January 1, 2009. The decline in each ratio is consistent with generally positive trends in asset quality, including a continued reduction of loans in the Florida portfolio.

	At or for the Three Months Ended
	September 30, 2013			December 31, 2012			September 30, 2012
Non-performing loans/total originated loans		1.05	%		1.12	%		1.19	%
Non-performing loans + OREO/total originated loans + OREO		1.49	%		1.60	%		1.69	%
Allowance for loan losses (originated loans)/total originated loans		1.34	%		1.38	%		1.43	%
Net loan charge-offs on originated loans (annualized)/total average originated loans		0.26	%		0.45	%		0.42	%

CAPITAL RESOURCES AND REGULATORY MATTERS

The access to, and cost of, funding for new business initiatives, including acquisitions, the ability to engage in expanded business activities, the ability to pay dividends and the level and nature of regulatory oversight depend, in part, on the Corporation’s capital position.

The assessment of capital adequacy depends on a number of factors such as asset quality, liquidity, earnings performance, changing competitive conditions, economic forces and the regulatory environment. The Corporation seeks to maintain a strong capital base to support its growth and expansion activities, to provide stability to current operations and to promote public confidence.

The Corporation has an effective shelf registration statement filed with the SEC. Pursuant to this registration statement, the Corporation may, from time to time, issue and sell in one or more offerings any combination of common stock, preferred stock, debt securities or TPS. During the first nine months of 2013, the Corporation has not issued any such stock or securities under this shelf registration. On November 1, 2013, the Corporation issued 4,693,876 common shares and 4,000,000 Depositary Shares, each representing a 1/40^th interest in the Non-Cumulative Perpetual Preferred Stock, Series E, in public equity offerings under this registration statement. These equity offerings increased the Corporation’s capital by $151.2 million. The Corporation intends to use the proceeds from the offerings to proactively position itself for Basel III implementation, as discussed in the “Enhanced Regulatory Capital Standards” section of this Report, and to support future growth opportunities.

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Capital management is a continuous process with capital plans and stress testing for the Corporation and FNBPA updated annually. Both the Corporation and FNBPA are subject to various regulatory capital requirements administered by federal banking agencies. From time to time, the Corporation issues shares initially acquired by the Corporation as treasury stock under its various benefit plans. The Corporation may continue to grow through acquisitions, which can potentially impact its capital position. The Corporation may issue additional common stock in order to maintain its well-capitalized status.

The Corporation and FNBPA are subject to various regulatory capital requirements administered by the federal banking agencies. Quantitative measures established by regulators to ensure capital adequacy require the Corporation and FNBPA to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of leverage ratio (as defined). Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions, by regulators that, if undertaken, could have a direct material effect on the Corporation’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and FNBPA must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Corporation’s and FNBPA’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The Corporation’s management believes that, as of September 30, 2013 and December 31, 2012, the Corporation and FNBPA met all capital adequacy requirements to which either of them was subject.

As of September 30, 2013, the most recent notification from the federal banking agencies categorized the Corporation and FNBPA as well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since the notification which management believes have changed this categorization.

During the second quarter of 2013, $15.0 million of the Corporation-issued TPS were repurchased at a discount and the related debt extinguished. This $15.0 million was opportunistically purchased at auction and represents a portion of the underlying collateral of a pooled TPS that was liquidated by the trustee. The regulatory capital ratios at September 30, 2013 reflect this $15.0 million debt extinguishment of TPS, with remaining TPS included in Tier 1 capital totaling $189.0 million.

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Following are the capital ratios as of September 30, 2013 and December 31, 2012 for the Corporation and FNBPA (dollars in thousands):

	Actual					Well-Capitalized Requirements					Minimum Capital Requirements
	Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2013
F.N.B. Corporation:
Total capital to risk-weighted assets	$	1,145,929		12.1	%	$	949,085		10.0	%	$	759,268		8.0	%
Tier 1 capital to risk-weighted assets		1,002,769		10.6			569,451		6.0			379,634		4.0
Leverage ratio		1,002,769		8.4			595,207		5.0			476,166		4.0
FNBPA:
Total capital to risk-weighted assets		1,076,975		11.5			933,714		10.0			746,971		8.0
Tier 1 capital to risk-weighted assets		966,821		10.4			560,228		6.0			373,485		4.0
Leverage ratio		966,821		8.3			584,591		5.0			467,672		4.0
December 31, 2012
F.N.B. Corporation:
Total capital to risk-weighted assets	$	1,068,704		12.2	%	$	879,316		10.0	%	$	703,453		8.0	%
Tier 1 capital to risk-weighted assets		934,443		10.6			527,589		6.0			351,726		4.0
Leverage ratio		934,443		8.3			563,649		5.0			450,919		4.0
FNBPA:
Total capital to risk-weighted assets		999,717		11.6			859,468		10.0			687,574		8.0
Tier 1 capital to risk-weighted assets		895,177		10.4			515,681		6.0			343,787		4.0
Leverage ratio		895,177		8.1			555,360		5.0			444,288		4.0

DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

On July 21, 2010, the Dodd-Frank Act became law. The Dodd-Frank Act broadly affects the financial services industry by establishing a framework for systemic risk oversight, creating a resolution authority for institutions determined to be systemically important, mandating higher capital and liquidity requirements, requiring banks to pay increased fees to regulatory agencies and containing numerous other provisions aimed at strengthening the sound operation of the financial services sector and will fundamentally change the system of regulatory oversight as is described in more detail under Part I, Item 1, “Business – Government Supervision and Regulation” included in the Corporation’s 2012 Annual Report on Form 10-K as filed with the SEC on February 28, 2013. Many aspects of the Dodd-Frank Act are subject to further rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact to the Corporation or across the financial services industry.

On June 29, 2011, the FRB, pursuant to its authority under the Dodd-Frank Act, issued rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion, adopting a per-transaction interchange cap base of $0.21 plus a 5-basis point fraud loss adjustment per transaction. A July 2013 federal court decision ordered the FRB to re-evaluate the interchange cap based on its conclusion that the cap was too high. The FRB deemed such fees reasonable and proportional to the actual cost of a transaction to the issuer. The Corporation’s total assets exceeded $10 billion on December 31, 2012. As a result, the Corporation was subject to the new rules regarding debit card interchange fees as of July 1, 2013. The Corporation’s revenue earned from debit card interchange fees was $13.5 million for the first nine months of 2013, a decrease of $2.2 million from the same period of 2012. This revenue could decrease by approximately $9.0 million on an annual basis; however, the Corporation is deploying various revenue enhancement and expense reduction strategies designed to mitigate this impact on debit card interchange fees.

On June 10, 2013, the Corporation became subject to the clearing requirement under the Dodd-Frank Act whereby it is now required to centrally clear certain interest rate swaps. A cleared swap is subject to continuous collateralization of swap obligations, real time reporting, additional agreements and other regulatory constraints.

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ENHANCED REGULATORY CAPITAL STANDARDS

Regulatory capital reform initiatives continue to be updated and released which impose additional conditions and restrictions on the Corporation’s current business practices and capital strategies.

In July 2013, the FRB approved a final rule that implements changes to the regulatory capital framework for all banking organizations. The final rule implements the regulatory capital reforms recommended by the Basel III capital framework and the regulatory capital reforms required by the Dodd-Frank Act. These reforms seek to strengthen the components of regulatory capital by increasing the quantity and quality of capital held by banking organizations, increase risk-based capital requirements and make selected changes to the calculation of risk-weighted assets.

Following are some of the key provisions resulting from the final rule:

• revises the components of regulatory capital to phase out certain TPS for banking organizations with greater than $15.0 billion in total assets;

• adds a new minimum common equity Tier 1 (CET1) ratio of 4.5% of risk-weighted assets;

• implements a new capital conservation buffer of CET1 equal to 2.5% of risk-weighted assets, which will be in addition to the 4.5% CET1 ratio and phased in over a three-year period beginning January 1, 2016;

• increases the minimum Tier 1 capital ratio requirement from 4.0% to 6.0%:

• revises the prompt corrective action thresholds;

• retains the existing risk-based capital treatment for 1-4 family residential mortgages;

• increases capital requirements for past-due loans, high volatility commercial real estate exposures and certain short-term loan commitments;

• expands the recognition of collateral and guarantors in determining risk-weighted assets;

• removes references to credit ratings consistent with the Dodd-Frank Act and establishes due diligence requirements for securitization exposures.

The final rule, which becomes effective January 1, 2015 for the Corporation, includes a phase-in period through January 1, 2019 for several provisions of the rule, including the new minimum capital ratio requirements and the capital conservation buffer.

As part of the regulatory supervisory process, the Corporation participated in the FRB of Cleveland (FRB Cleveland) capital plan review process and pursuant thereto submitted its capital plan in December 2012. The FRB Cleveland did not object to the Corporation’s proposed capital plan actions. The FRB Cleveland capital plan review process included evaluation of the Corporation’s internal capital planning process and its plans to make capital distributions, such as dividends, as well as a stress test requirement designed to test its capital adequacy throughout times of economic and financial stress.

In October 2012, the FRB issued rules requiring companies with total consolidated assets of more than $10 billion to conduct annual company-run stress tests pursuant to the Dodd-Frank Act (DFAST). In July 2013, the FRB issued proposed supervisory guidance for implementing the DFAST rules for banking organizations with total consolidated assets of more than $10 billion but less than $50 billion. The DFAST guidelines and rules build upon the May 2012 stress testing guidance issued by the FRB, Supervisory Guidance on Stress Testing for Banking Organizations with More Than $10 Billion in Total Consolidated Assets (SR Letter 12-7). The Corporation is subject to these supervisory rules and guidelines and is expected to conduct annual company-run stress tests with results reported to the FRB by March 31. Also, FNBPA will be subject to these stress testing rules and guidelines under the Office of the Comptroller of the Currency (OCC). The OCC has advised that it will consult closely with the FRB to provide common stress scenarios which can be utilized at both the depository institution and bank holding company levels.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by this item is provided under the caption Market Risk in Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and is incorporated herein by reference. There are no material changes in the information provided under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” included in the Corporation’s 2012 Annual Report on Form 10-K as filed with the SEC on February 28, 2013.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Corporation’s management, with the participation of the Corporation’s principal executive and financial officers, evaluated the Corporation’s disclosure controls and procedures (as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, the Corporation’s management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), concluded that, as of the end of the period covered by this quarterly report, the Corporation’s disclosure controls and procedures were effective as of such date at the reasonable assurance level as discussed below to ensure that information required to be disclosed by the Corporation in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the Corporation’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. The Corporation’s management, including the CEO and the CFO, does not expect that the Corporation’s disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Corporation have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. In addition, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

CHANGES IN INTERNAL CONTROLS. The CEO and the CFO have evaluated the changes to the Corporation’s internal controls over financial reporting that occurred during the Corporation’s fiscal quarter ended September 30, 2013, as required by paragraph (d) of Rules 13a–15 and 15d–15 under the Securities Exchange Act of 1934, as amended, and have concluded that there were no such changes that materially affected, or are reasonably likely to materially affect, the Corporation’s internal controls over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Annapolis Bancorp, Inc. Stockholder Litigation

On November 8, 2012, a purported stockholder of ANNB filed a derivative complaint on behalf of ANNB in the Circuit Court for Anne Arundel County, Maryland, captioned Andera v. Lerner, et al., Case no. 02C12173766, and naming as defendants ANNB, its board of directors and the Corporation. The lawsuit makes various allegations against the defendants, including that the merger consideration is inadequate and undervalues the company, that the director defendants breached their fiduciary duties to ANNB in approving the merger, and that the Corporation aided and abetted those alleged breaches. The lawsuit generally seeks an injunction barring the defendants from consummating the merger. In addition, the lawsuit seeks rescission of the merger agreement to the extent already implemented or, in the alternative, award of rescissory damages, an accounting to plaintiff for all damages caused by the defendants and for all profits and special benefits obtained as a result of the defendants’ alleged breaches of fiduciary duties, and an award of the costs and expenses incurred in the action, including a reasonable allowance for counsel fees and expert fees.

On February 7, 2013, the plaintiff filed an amended complaint with additional allegations regarding certain purported non-disclosures relating to the proxy statement/prospectus for the pending merger filed with the SEC on January 23, 2013. On February 22, 2013, solely to avoid the costs, risks and uncertainties inherent in litigation, ANNB, the ANNB board of directors, the Corporation and the plaintiff reached an agreement in principle to settle the action, and expect to memorialize that agreement in a written agreement. As part of this agreement in principle, the Corporation and ANNB agreed to disclose additional information in the proxy statement/prospectus filed on February 25, 2013. No substantive term of the merger agreement was modified as part of this settlement. The settlement agreement will be subject to court approval. Plaintiff filed a Motion for Preliminary Approval of Class Action Settlement on July 3, 2013.

BCSB Bancorp, Inc., Stockholder Litigation

On June 21, 2013, a purported stockholder of BCSB filed a derivative complaint on behalf of BCSB in the Circuit Court for Baltimore City, Maryland, captioned Darr v. Bouffard, et al, at Case No. 24-C-13-004131, and naming as defendants, BCSB, its board of directors and the Corporation. The lawsuit made various allegations against the defendants, including that the merger consideration is inadequate and undervalues the company, that the director defendants breached their fiduciary duties to BCSB in approving the merger and that the Corporation aided and abetted those alleged breaches. The lawsuit generally sought an injunction barring the defendants from consummating the merger transaction. Alternatively, if the companies completed the transaction before the court entered judgment, the lawsuit sought rescission of the merger or, in the alternative, rescissory damages, an accounting for all resulting damages and for all profits and any special benefits defendants obtained as a result of the alleged breaches of fiduciary duty, and an award for the costs and expenses incurred in the lawsuit, including attorneys’ fees and costs. The plaintiff filed a notice to voluntarily dismiss the complaint on September 6, 2013.

PVF Capital Corp. Stockholder Litigation

On July 24, 2013, a purported shareholder of PVF filed a putative class action complaint in the U.S. District Court for the Northern District of Ohio, captioned Kugelman v. PVF Capital Corp., et al., Case No. 1:13-cv-01606, and naming as defendants PVF, its board of directors and the Corporation. The plaintiff alleged that the disclosures in PVF’s proxy statement were inadequate, and that the director defendants breached their fiduciary duties to PVF by approving the proposed merger and by their involvement in preparing the proxy statement. The plaintiff sought an injunction barring the defendants from completing the merger; rescission of the merger agreement to the extent already implemented or, in the alternative, an award of rescissory damages; an accounting to plaintiff for all damages caused by the defendants; and an award of the costs and expenses incurred by the plaintiff in the lawsuit, including a reasonable allowance for counsel fees and expert fees.

On August 5, 2013, the Corporation, PVF and PVF’s board of directors filed motions to dismiss the plaintiff’s claims in their entirety. On September 9, 2013, the court granted the motions to dismiss and entered judgment in favor of the Corporation, PVF and PVF’s board of directors.

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Other Legal Proceedings

The Corporation and its subsidiaries are involved in various other pending and threatened legal proceedings in which claims for monetary damages and other relief are asserted. These actions include claims brought against the Corporation and its subsidiaries where the Corporation or a subsidiary acted as one or more of the following: a depository bank, lender, underwriter, fiduciary, financial advisor, broker or was engaged in other business activities. Although the ultimate outcome for any asserted claim cannot be predicted with certainty, the Corporation believes that it and its subsidiaries have valid defenses for all asserted claims. Reserves are established for legal claims when losses associated with the claims are judged to be probable and the amount of the loss can be reasonably estimated.

Based on information currently available, advice of counsel, available insurance coverage and established reserves, the Corporation does not anticipate, at the present time, that the aggregate liability, if any, arising out of such legal proceedings will have a material adverse effect on the Corporation’s consolidated financial position. However, the Corporation cannot determine whether or not any claims asserted against it will have a material adverse effect on its consolidated results of operations in any future reporting period.

ITEM 1A. RISK FACTORS

There are no material changes from any of the risk factors previously disclosed in the Corporation’s 2012 Annual Report on Form 10-K as filed with the SEC on February 28, 2013.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

NONE

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ITEM 6. EXHIBITS

Exhibit Index

3.1	Articles of Restatement of the Articles of Incorporation of F.N.B. Corporation, as amended, as currently in effect. (filed herewith).
4.1	Deposit Agreement, dated as of November 1, 2013, by and between F.N.B. Corporation and Registrar and Transfer Company, as Depositary (incorporated by reference to Exhibit 4.1 of the Corporation’s Current Report on Form 8-K filed on November 1, 2013).
4.2	Form of Preferred Stock Certificate (incorporated by reference to Exhibit 4.2 of the Corporation’s Current Report on Form 8-K filed on November 1, 2013).
4.3	Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 above).
31.1	Certification of Chief Executive Officer Sarbanes-Oxley Act Section 302. (filed herewith).
31.2	Certification of Chief Financial Officer Sarbanes-Oxley Act Section 302. (filed herewith).
32.1	Certification of Chief Executive Officer Sarbanes-Oxley Act Section 906. (furnished herewith).
32.2	Certification of Chief Financial Officer Sarbanes-Oxley Act Section 906. (furnished herewith).
101	The following materials from F.N.B. Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.

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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.

		F.N.B. Corporation
Dated:	November 8, 2013	/s/ Vincent J. Delie, Jr.
		Vincent J. Delie, Jr.
		President and Chief Executive Officer
		(Principal Executive Officer)
Dated:	November 8, 2013	/s/ Vincent J. Calabrese, Jr.
		Vincent J. Calabrese, Jr.
		Chief Financial Officer
		(Principal Financial Officer)
Dated:	November 8, 2013	/s/ Timothy G. Rubritz
		Timothy G. Rubritz
		Corporate Controller
		(Principal Accounting Officer)

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EX-3.1

Exhibit 3.1

ARTICLES OF RESTATEMENT

OF THE ARTICLES OF INCORPORATION OF

F.N.B. CORPORATION

(effective October 18, 2001)

Article 1

The name of the Corporation is F.N.B. Corporation.

Article 2

The street address and mailing address of the initial principal office of the Corporation and the initial registered office of the Corporation is 2150 Goodlette Road North, 8th Floor, Naples, Florida 34102 and its registered agent at such address shall be Robert T. Reichert.

Article 3

The name and address of the Incorporator of the Corporation is James G. Orie, Esq., One F.N.B. Boulevard, Hermitage, Pennsylvania 16148.

Article 4

The term of existence of the Corporation shall be perpetual.

Article 5

The aggregate number of shares which the Corporation shall have authority to issue is Five Hundred Twenty Million (520,000,000) of which Twenty Million (20,000,000) shall be preferred stock, par value $0.01 per share, issuable in one or more series, and Five Hundred Million (500,000,000) shall be common stock, par value $0.01 per share.

A description of each such class of shares and a statement of the authority hereby vested in the Board of Directors of the Corporation to fix and determine the designations, preferences, qualifications, limitations, restrictions and special or relative rights and preferences granted to or imposed upon the shares of each class and series are as follows:

Section I. Preferred Stock

The Preferred Stock may be divided into and issued in series. The Board of Directors is hereby expressly authorized, at any time or from time to time, to divide any or all of the shares of the Preferred Stock into series, and in the resolution or resolutions establishing a particular series, before issuance of any of the shares thereof, to fix and determine the designation and the relative rights and preferences of the series so established, to the fullest extent now or hereafter permitted by the laws of the Commonwealth of Pennsylvania, including, but not limited to, the variations between different series in the following respects:

(i) The distinctive serial designation of such series;

(ii) The annual dividend rate for such series, and the date or dates from which dividends shall commence to accrue;

(iii) The redemption price or prices, if any, for shares of such series and the terms and conditions on which such shares may be redeemed;

(iv) The sinking fund provisions, if any, for the redemption or purchase of shares of such series;

(v) The preferential amount or amounts payable upon shares of such series in the event of the voluntary or involuntary liquidation of the Corporation;

(vi) The voting rights of shares of such series;

(vii) The terms and conditions, if any, upon which shares of such series may be converted and the class or classes or series of shares of the Corporation into which such shares may be converted; and

(viii) Such other terms, limitations and relative rights and preferences, if any, of shares of such series as the Board of Directors may, at the time of such resolutions, lawfully fix and determine under the laws of the Commonwealth of Pennsylvania.

All shares of the Preferred Stock shall be of equal rank with each other, regardless of series.

A. Series A—Cumulative Convertible Preferred Stock

1. Designation and number of shares of series.

A series of Preferred Stock comprised of 60,000 shares is created, established and designated “Series A-Cumulative Convertible Preferred Stock” (hereinafter called “Series A Preferred Stock”).

2. Dividend rights.

2.1 The holders of the Series A Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, preferential cumulative dividends in cash at the annual rate of $1.68 per share and no more, payable in equal quarterly installments on the 15th days of March, June, September and December of each year. In the case of the issuance of shares of Series A Preferred Stock on or prior to June 30, 1985, such dividends shall be cumulative from and after June 30, 1985. In the case of the issuance of shares of other Series A Preferred Stock issued after such date, such dividends with respect to each of such other shares shall be cumulative from the quarterly dividend payment date next preceding the date of issuance of such shares to which dividends have been paid on Series A Preferred Stock (or from June 30, 1985 if such other shares are issued on or prior to the record date for the first dividend declared on Series A Preferred Stock), unless the date of issuance of such shares is a dividend payment date to which dividends have been paid on Series A Preferred Stock or a date between the record date for the determination of holders of Series A Preferred Stock entitled to receive a dividend which has been declared and the date for payment thereof, in either of which events such dividends shall be cumulative from such dividend payment date, so that all holders of record of Series A Preferred Stock outstanding on any record date for the determination of holders of Series A Preferred Stock entitled to receive any dividend thereon shall have the same dividend rights per share.

2.2 So long as any shares of the Series A Preferred Stock are outstanding, no dividends, other than (i) dividends on common stock payable in common stock, (ii) dividends payable in stock which is junior to the Series A Preferred Stock (both as to dividends and upon liquidation) and (iii) cash in lieu of fractional shares in connection with any such dividend, shall be paid or declared in cash or otherwise, nor shall any other distribution be made, on the common stock or on any other stock junior to the Series A Preferred Stock as to dividends, unless there shall be no arrearages in dividends on the Series A Preferred Stock for any past quarterly dividend period, and all cumulative dividends shall have been paid or declared in full on the Series A Preferred Stock for the current quarterly dividend period.

2.3 Subject to the foregoing provisions, such dividends and other distributions (payable in cash, property or stock junior to the Series A Preferred Stock) as may be determined by the Board of Directors may be declared and paid from time to time on the common stock or on any other stock junior to the Series A Preferred Stock, without any right of participation therein by the holders of Series A Preferred Stock.

2.4 So long as any shares of the Series A Preferred Stock are outstanding, no shares of any stock junior to the Series A Preferred Stock shall be purchased, redeemed or otherwise acquired by the Corporation or by any subsidiary, except in connection with (i) a reclassification or exchange of any stock junior to the Series A Preferred Stock through the issuance of other stock junior to the Series A Preferred Stock (both as to dividends and upon liquidation), or (ii) the purchase, redemption or other acquisition of any stock junior to the Series A Preferred Stock with proceeds of a reasonably contemporaneous sale of other stock junior to the Series A Preferred Stock (both as to dividends and upon liquidation), nor shall any funds be set aside or made available for any purchase, redemption or sinking fund for the purchase or redemption of any stock junior to the Series A Preferred Stock, unless there shall be no arrearages in dividends on the Series A Preferred Stock for any past quarterly dividend period.

2.5 If there are any arrearages in dividends for any past quarterly dividend period on any series of Preferred Stock ranking on a parity with the Series A Preferred Stock as to dividends, or if dividends shall not have been paid or declared in full for the current quarterly period on all series of Preferred Stock ranking on a parity with the Series A Preferred Stock as to dividends to the extent that dividends on such other series of Preferred Stock are cumulative, any dividends paid or declared on the Series A Preferred Stock or on any other series of Preferred Stock ranking on a parity with the Series A Preferred Stock as to dividends shall be shared ratably by the holders of the Series A Preferred Stock and the holders of all such other series of Preferred Stock ranking on a parity with the Series A Preferred Stock as to dividends in proportion to such respective arrearages and unpaid and undeclared current quarterly cumulative dividends.

3. Liquidation preference.

3.1 In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (hereinafter sometimes called “liquidation”), the holders of the Series A Preferred Stock shall be entitled to receive a preferential liquidation payment in an amount equal to $25.00 per share plus all arrearages in dividends thereon to the date fixed for the liquidation payment (computed without interest), before any distribution shall be made to the holders of the common stock or any other stock junior to the Series A Preferred Stock as to distribution upon liquidation.

3.2 If the assets of the Corporation are insufficient to permit payment of the full preferential amount payable to the holders of the Series A Preferred Stock and of any other series of Preferred Stock ranking on a parity with the Series A Preferred Stock as to distribution upon liquidation, then the assets available for distribution to holders of the Series A Preferred Stock and the holders of such other series of Preferred Stock ranking on a parity with the Series A Preferred Stock as to distribution upon liquidation shall be distributed ratably to the holders of the Series A Preferred Stock and the holders of all such other series of Preferred Stock in proportion to the full preferential amounts payable on their respective shares upon liquidation.

3.3 If the preferential liquidation payment shall have been made in full as provided herein, the remaining assets of the Corporation shall be distributed among the holders of common stock and other junior stock, according to their respective rights and preferences and in accordance with their respective holdings.

3.4 For the purposes of this section 3, a consolidation or merger of the Corporation with any other corporation shall not be deemed, as such, to constitute a liquidation, dissolution or winding up of the Corporation, but any reorganization of the Corporation required by any court or administrative body in order to comply with any provision of law shall be deemed to be a liquidation, dissolution or winding up of the Corporation unless the preferences, qualifications, limitations, restrictions and special or relative rights granted to or imposed upon the Series A Preferred Stock are not adversely affected by such reorganization.

4. Redemption.

The Series A Preferred Stock shall not be subject to call for redemption by the Corporation, nor shall any holder thereof have the right to require redemption of the Series A Preferred Stock.

5. Status of Series A Preferred Stock repurchased or declassified.

Shares of Series A Preferred Stock repurchased or declassified as such by future resolution of the Board of Directors shall be deemed to be authorized but unissued shares of Preferred Stock undesignated as to series. Shares of Series A Preferred Stock exchanged for shares of any other class or series shall thereby be deemed to be cancelled and the number of shares of Preferred Stock which the Corporation is authorized to issue shall be correspondingly reduced.

6. Restrictions on certain action affecting Series A Preferred Stock.

6.1 The Corporation will not (i) establish any other series of Preferred Stock ranking prior to, or authorize any other class of stock ranking prior to (or issuable in series which may, by resolutions of the Board of Directors providing for the issue of such series, rank prior to), the Series A Preferred Stock, either as to

dividends or upon liquidation, or increase the authorized number of shares of any such other class or series of stock, or (ii) amend, alter or repeal any of the provisions of the Articles of Incorporation or of this resolution so as to affect adversely the preferences, special rights or powers of the holders of the Series A Preferred Stock, or (iii) effect a merger or consolidation which would affect adversely the preferences, special rights or powers of the holders of the Series A Preferred Stock, without the consent given in writing without a meeting or affirmative vote given in person or by proxy at a meeting called for the purpose, by the holders of at least 66-2/3 per cent of the shares of the Series A Preferred Stock then outstanding.

6.2 The Corporation may, without the consent or affirmative vote of any holders of the Series A Preferred Stock then outstanding, establish any other series of Preferred Stock ranking on a parity with, or authorize any other class of stock ranking on a parity with (or issuable in series which may, by resolutions of the Board of Directors providing for the issue of such series, rank on a parity with), the Series A Preferred Stock, either as to dividends or upon liquidation or both, or increase the authorized number of shares of any such other class or series.

7. Voting rights.

Holders of the Series A Preferred Stock shall be entitled to one vote for each share upon all matters upon which holders of common stock have the right to vote, and such votes shall be counted together with those of the common stock and not separately as a class or group; provided, however, that if from time to time the outstanding shares of common stock shall be increased by any subdivision of shares, or decreased by combination of shares, and the Series A Preferred Stock shall not simultaneously be so increased or decreased in the same proportion, the number of votes of each share of Series A Preferred Stock shall be adjusted so that the proportionate voting power of the Series A Preferred Stock and of the common stock shall be the same immediately after such increase or decrease as immediately before it to the nearest 1/10th of a vote per share.

8. Conversion rights.

8.1 The holders of Series A Preferred Stock shall be entitled, at any time or from time to time after June 30,1989, to surrender shares of the Series A Preferred Stock for conversion into shares of common stock of the Corporation. Subject to the provisions set forth in this section 8, each share of Series A Preferred Stock surrendered hereunder shall be converted, as of the close of business on the date of such surrender, into that number of shares of common stock having at that time an aggregate value equal to $25.00 (the “Conversion Price”).

8.2 In order to convert shares of Series A Preferred Stock into common stock, the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Transfer Agent for the common stock, and shall give written notice to the Corporation at said office that he elects to convert the same or part thereof. The Corporation as soon as practicable thereafter will issue and deliver at said office to such holder a certificate for the number of full shares of common stock to which he shall be entitled hereunder; however, such holder shall be treated for all purposes as the record holder of such common stock at the time as of which such conversion takes place as aforesaid.

8.3 No fractional shares of common stock shall be issued upon conversion of the Series A Preferred Stock. Instead of any fraction of a share which would otherwise be issuable, the Corporation shall pay a cash adjustment, concurrently with issuance of the certificate for the full number of shares to which the holder is entitled, in an amount equal to the same fraction of the Stabilized Market Value (hereinafter defined) used to determine the holder’s entitlement to common stock.

8.4 In determining the number of shares of common stock to which the Series A Preferred Stock may be converted, the following provisions shall be applied, to wit:

(a) The Conversion Price shall be divided by the then Stabilized Market Value (hereinafter defined) per share, and the quotient shall determine the number of shares (calculated to ten-thousandths) of common stock issuable upon conversion, except in cases to which paragraph (b) applies.

(b) If (and for so long as) the Stabilized Market Value should be less than 80% of the Corporation’s last reported book value per share of common stock, the number of shares (calculated to ten-thousandths) of common stock issuable upon conversion of the Series A Preferred Stock shall be determined by the quotient obtained in dividing (x) the Conversion Price by (y) 80% of the Corporation’s last reported book value per share of common stock. This paragraph (b) shall not apply to conversions effected under Section 9 hereof.

(c) Adjustment shall be made for any dividends accrued on the Series A Preferred Stock during the current quarterly period in which shares thereof are surrendered for conversion, by increasing the Conversion Price by an amount equal to the quarterly dividend yield, prorated to the date on which conversion is effective, on the shares so surrendered. No adjustment shall be made on account of any prior dividends on the common stock issuable upon conversion; nor shall the Corporation be obligated to make any cash payment in respect of any such dividends in connection with the surrender and conversion of Series A Preferred Stock.

8.5(a) In case of any capital reorganization or any reclassification of the common stock of the Corporation or in case of the consolidation or merger of the Corporation with or into another corporation or the conveyance of all or substantially all of the assets of the Corporation to another corporation, each share of the Series A Preferred Stock shall thereafter be convertible into the kind(s) of stock or other securities or property to which a holder of the number of shares of common stock of the Corporation that might have been issued (disregarding the time limitation set forth in section 8.1) upon conversion of such share of the Series A Preferred Stock shall be entitled upon such reorganization, reclassification, consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made by the Corporation or the corporation formed by such consolidation or the corporation into which the Corporation shall have merged or the transferee of the Corporation’s assets, as the case may be, in the application of the provisions herein set forth with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the conversion of the shares of the Series A Preferred Stock.

(b) If, after giving effect to any such consolidation, merger or conveyance of all or substantially all of the assets of the Corporation, the holders of the Corporation’s common stock (as a group) would own less than 50% of all the issued and outstanding voting stock of the corporation formed by such consolidation or the corporation surviving such merger or the transferee of the Corporation’s assets, as the case may be, then, notwithstanding the date set forth in section 8.1, the conversion rights of the holders of the Series A Preferred Stock shall be advanced to the close of business on the date on which the shareholders of the Corporation shall have approved the subject transaction.

8.6 In case:

(i) the Corporation shall authorize the granting to the holders of its common stock of rights to subscribe for or purchase any shares of stock of any class or to receive any other rights; or

(ii) of any capital reorganization of the Corporation, reclassification of the capital stock of the Corporation, consolidation or merger of the Corporation with or into another corporation, or conveyance of all or substantially all of the assets of the Corporation to another corporation; or

(iii) of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation;

then, and in any such case, the Corporation shall cause to be mailed to the holders of record of the outstanding shares of the Series A Preferred Stock, at least ten (10) days prior to the date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights, or, if a record is not to be taken, the date as of which the holders of common stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the date, if any, to be fixed as of which holders of common stock of record shall be entitled to exchange their shares of common stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up.

8.7 The Corporation shall at all times reserve and keep available, out of its authorized but unissued common stock or out of shares of common stock held in its Treasury, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, the full number of shares of common stock deliverable upon the conversion of all shares of the Series A Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the Commonwealth of Pennsylvania, increase the authorized amount of its common stock if at any time the authorized number of shares of common stock remaining unissued or available from Treasury shall not be sufficient to permit the conversion of all of the shares of the Series A Preferred Stock at the time outstanding.

8.8 The Corporation will pay any and all issue taxes that may be payable in respect of any issue or delivery of shares of common stock on conversion of shares of the Series A Preferred Stock pursuant to this section 8 or section 9 hereof. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of common stock in a name other than that in which the shares of the Series A Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such change in registration has paid to the Corporation the amount of any such tax, or has established to the satisfaction of the Corporation, that such tax has been paid.

8.9 If any shares of common stock issuable upon conversion of the Series A Preferred Stock require registration with or approval of any governmental authority under any federal or state law before such shares may be lawfully issued upon conversion, then the Corporation shall, in good faith and as expeditiously as possible, endeavor to obtain such registration or approval, as the case may be, but shall not be required to issue such shares until the requisite registration or approval has been obtained.

9. Required Conversion to Common Stock.

9.1 At the option of the Corporation, the Series A Preferred Stock shall be converted into common stock of the Corporation after one-half or more of the shares comprising the Series A Preferred Stock (disregarding shares declassified before issue) shall no longer be outstanding (whether by reason of conversion pursuant to section 8 hereof or repurchase or otherwise). Subject to the provisions of this section 9, such option may be exercised at any time by resolution of the Board of Directors, but only with respect to all the then outstanding Series A Preferred Stock.

9.2 Conversion of the Series A Preferred Stock pursuant to the option reserved in section 9.1 hereof may be required as of any quarterly dividend payment date (specified in section 2.1 hereof) to which all dividends have been declared and paid in full, as may be determined by the Board of Directors and fixed in the resolution directing such conversion. Notice of the required conversion of the Series A Preferred Stock shall be published once in two newspapers printed in the English language and customarily published on each business day and of general circulation, one in the City of Pittsburgh, Pennsylvania and one in Beaver Falls, Pennsylvania (or if no such newspaper is published in Beaver Falls, then publication in lieu thereof may be made in any other newspaper selected as appropriate for this purpose by the Treasurer of the Corporation), such publications to be at least 30 days prior to the date fixed by the Board of Directors for such conversion. Notice of such election shall also be mailed not less than 60 days nor more than 120 days prior to the date fixed for conversion to each holder of record of shares of the Series A Preferred Stock to be converted hereunder, at his address as the same may appear on the books of the Corporation.

9.3 Effective upon the date fixed for conversion, as specified in the resolution directing conversion hereunder, all shares of the Series A Preferred Stock with respect to the conversion of which such notices shall have been given (and which remain outstanding on the date so fixed) shall automatically be deemed to be no longer outstanding for any purpose, whether or not the certificates for such shares shall have been surrendered for conversion. All rights with respect to such shares shall thereupon cease and terminate except for the right of the respective holders of the certificates for such shares to receive, upon surrender thereof, duly endorsed, to the transfer agent for the common stock, certificates for the common stock issuable in respect to the conversion of their Series A Preferred Stock as of the date fixed for conversion.

9.4 The number of shares of common stock issuable upon required conversion shall be determined in accordance with the applicable provisions in section 8 hereof.

10. Miscellaneous.

10.1 The term “Stabilized Market Value” in this Resolution means the price per share of the Corporation’s common stock paid in secondary trading transactions during the 45-day period next preceding the date as of which Stabilized Market Value is to be determined hereunder, computed on a weighted average basis with respect to the numbers of shares involved in such transactions. Prices paid shall be ascertained in good faith by the Treasurer of the Corporation by reference to all reasonably available data deemed reliable by him for such purpose. If fewer than five secondary trading transactions are found to have occurred during such 45-day period, “Stabilized Market Value” shall be determined by reference to the median between the average bid and ask prices quoted during said period by any two market-makers selected for this purpose in good faith by the Treasurer of the Corporation.

10.2 The last reported book value of the Corporation’s common stock, for purposes of this Resolution, shall be determined by reference to the shareholder’s equity, calculated on a fully-diluted basis, of the Corporation as set forth in the most recent balance sheet of the Corporation filed with the Securities and Exchange Commission.

10.3 The shares of Series A Preferred Stock shall not have any relative or special rights and powers other than as set forth in this Resolution and in the Articles of Incorporation, as amended, of the Corporation.

B. 7-1/2 Cumulative Convertible Preferred Stock, Series B

1. Designation and number of shares of series.

A series of Preferred Stock comprised of 460,000 shares is created, established and designated “7-1/2% Cumulative Convertible Preferred Stock, Series B” (hereinafter called “Series B Preferred Stock”).

2. Dividend rights.

2.1 The holders of the Series B Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, preferential cumulative dividends in cash at the annual rate of $1.875 per share and no more, payable quarterly on March 15, June 15, September 15 and December 15 of each year commencing June 15, 1992. In the case of the issuance of shares of Series B Preferred Stock on or prior to May 15, 1992, such dividends shall be cumulative from and after May 15, 1992, and the initial dividend for the period commencing on May 15, 1992 to but not including June 15, 1992 shall be payable on June 15, 1992. Such initial dividend and all other dividends payable for a period less than a full quarterly period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the case of the issuance of other shares of Series B Preferred Stock issued after May 15, 1992

such dividends with respect to each of such other shares shall be cumulative from the quarterly dividend payment date next preceding the date of issuance of such shares to which dividends have been paid on Series B Preferred Stock (or from May 15, 1992 if such shares are issued on or prior to the record date for the first dividend declared on Series B Preferred Stock), unless the date of issuance of such shares is a dividend payment date to which dividends have been paid on Series B Preferred Stock or a date between the record date for the determination of holders of Series B Preferred Stock entitled to receive a dividend which has been declared and the date of payment thereof, in either of which events such dividend shall be cumulative from such dividend payment date, so that all holders of record of Series B Preferred Stock outstanding on any record date for the determination of holders of Series B Preferred Stock entitled to receive any dividend thereon shall have the same dividend rights per share.

2.2 So long as any shares of the Series B Preferred Stock are outstanding, no dividends, other than (i) dividends on common stock payable in common stock, (ii) dividends payable in stock which is junior to the Series B Preferred Stock (both as to dividends and upon liquidation), (iii) options, warrants or other rights to subscribe for or purchase common stock or other stock which is junior to the Series B Preferred Stock and (iv) cash in lieu of fractional shares in connection with any such dividend, shall be paid or declared in cash or otherwise, nor shall any other distribution be made, on the common stock or on any other stock junior to the Series B Preferred Stock as to dividends, unless there shall be no arrearages in dividends on the Series B Preferred Stock for any past quarterly dividend period, and all cumulative dividends shall have been paid or declared in full on the Series B Preferred Stock for the current quarterly dividend period.

2.3 Subject to the foregoing provisions, such dividends and other distributions (payable in cash, property or stock junior to the Series B Preferred Stock) as may be determined by the Board of Directors may be declared and paid from time to time on the common stock or on any other stock junior to the Series B Preferred Stock, without any right of participation therein by the holders of Series B Preferred Stock.

2.4 So long as any shares of the Series B Preferred Stock are outstanding, no shares of any stock junior to the Series B Preferred Stock shall be purchased, redeemed or otherwise acquired by the Corporation or by any subsidiary, except in connection with (i) a reclassification or exchange of any stock junior to the Series B Preferred Stock through the issuance of other stock junior to the Series B Preferred Stock (both as to dividends and upon liquidation), or (ii) the purchase, redemption or other acquisition of any stock junior to the Series B Preferred Stock with proceeds of a reasonably contemporaneous sale of other stock junior to the Series B Preferred Stock (both as to dividends and upon liquidation), nor shall any funds be set aside or made available for any purchase, redemption or sinking fund for the purchase or redemption of any stock junior to the Series B Preferred Stock, unless there shall be no arrearages in dividends on the Series B Preferred Stock for any past quarterly dividend period.

2.5 If there are any arrearages in dividends for any past quarterly dividend period on any series of Preferred Stock ranking on a parity with the Series B Preferred Stock as to dividends, or if dividends shall not have been paid or declared in full for the current quarterly period on all series of Preferred Stock ranking on a parity with the Series B Preferred Stock as to dividends to the extent that dividends on such other series of Preferred Stock are cumulative, any dividends paid or declared on the Series B Preferred Stock or on any other series of Preferred Stock ranking on a parity with the Series B Preferred Stock as to dividends shall be shared ratably by the holders of the Series B Preferred Stock and the holders of all such other series of Preferred Stock ranking on a parity with the Series B Preferred Stock as to dividends in proportion to such respective arrearages and unpaid and undeclared current quarterly cumulative dividends.

3. Liquidation preference.

3.1 In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (hereinafter sometimes called “liquidation”), the holders of the Series B Preferred Stock shall be entitled to receive a preferential liquidation payment in an amount equal to $25.00 per share plus all arrearages in dividends thereon to, but not including, the date fixed for the liquidation payment (computed without interest) and no more, before any distribution shall be made to the holders of the common stock or any other stock junior to the Series B Preferred Stock as to distribution upon liquidation. The holders of the shares of the Series B Preferred Stock will not be entitled to receive the liquidation payment in respect of such shares until the liquidation preference of any other shares of the Corporation’s stock ranking senior to the Series B Preferred Stock with respect to the rights upon liquidation shall have been paid (or a sum set aside therefor sufficient to provide for payment) in full.

3.2 If upon any liquidation the assets of the Corporation are insufficient to permit payment of the full preferential amount payable to the holders of the Series B Preferred Stock and of any other series of Preferred Stock ranking on a parity with the Series B Preferred Stock as to distribution upon liquidation, then the assets available for distribution to holders of the Series B Preferred Stock and the holders of such other series of Preferred Stock ranking on a parity with the Series B Preferred Stock as to distribution upon liquidation shall be distributed ratably to the holders of the Series B Preferred Stock and the holders of all such other series of Preferred Stock in proportion to the full preferential amounts payable on their respective shares upon liquidation.

3.3 If the preferential liquidation payment shall have been made in full as provided herein, the remaining assets of the Corporation shall be distributed among the holders of common stock and other junior stock, according to their respective rights and preferences and in accordance with their respective holdings, and the holders of the Series B Preferred Stock shall not be entitled to any further participation in any distribution of assets by the Corporation.

3.4 For the purposes of this section 3, a consolidation or merger of the Corporation with any other corporation or a sale, lease or conveyance of all or any part of the Corporation’s property or business shall not be deemed, as such, to constitute a liquidation, dissolution or winding up of the Corporation, but any reorganization of the Corporation required by any court or administrative body in order to comply with any provision of law shall be deemed to be a liquidation, dissolution or winding up of the Corporation unless the preferences, qualifications, limitations, restrictions and special or relative rights granted to or imposed upon the Series B Preferred Stock are not adversely affected by such reorganization.

4. Redemption.

4.1 The Series B Preferred Stock shall not be subject to call for mandatory redemption by the Corporation, nor shall any holder thereof have the right to require redemption of the Series B Preferred Stock.

4.2 The Series B Preferred Stock shall be subject to redemption at the option of the Corporation for cash on at least 30 but not more than 60 days’ notice at any time or from time to time as a whole or in part, except that the Series B Preferred Stock may not be redeemed prior to May 15, 1996. With respect to any such redemption, the Series B Preferred Stock shall be redeemable at the following redemption prices per share, together in each case with accrued but unpaid dividends to but excluding the date fixed for redemption, if redeemed during the 12-month period beginning on:

Year	Redemption Price Per Share of Convertible Preferred Stock
May 15, 1996	$	26.125
May 15, 1997		25.938
May 15, 1998		25.750
May 15, 1999		25.563
May 15, 2000		25.375
May 15, 2001		25.188
May 15, 2002 and thereafter		25.00

4.3 Notice of any redemption shall be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of record of the shares of Series B Preferred Stock to be redeemed, at their respective addresses appearing on the books of the Corporation. Notice so mailed shall be conclusively presumed to have been duly given whether or not actually received. Such notice shall state: (i) the date fixed for redemption; (ii) the redemption price; (iii) that the holder has the right to convert such shares into Common Stock until the close of business on the redemption date; (iv) the then-effective conversion rate and the place where certificates for such shares may be surrendered for conversion; (v) if less than all the shares held by such holder are to be redeemed, the number of shares to be redeemed from such holder; (vi) the place where certificates for such shares are to be surrendered for payment of the redemption price; and (vii) that after such date fixed for redemption the shares to be redeemed shall not accrue dividends.

At the option of the Corporation, if notice of redemption is mailed as aforesaid, and if prior to the date fixed for redemption funds sufficient to pay in full the redemption price are deposited in trust, for the account of the holders of the shares to be redeemed, with a bank or trust company named in such notice doing business in the Borough of Manhattan, the City of New York, State of New York or the Commonwealth of Pennsylvania and having capital surplus and undivided profits of at least $50 million (which bank or trust company also may be the transfer agent and/or paying agent for the Series B Preferred Stock) notwithstanding the fact that any certificate(s) for shares called for redemption shall not have been surrendered for cancellation, on and after such date of deposit the shares represented thereby so called for redemption shall be deemed to be no longer outstanding, and all rights of the holders of such shares as shareholders of the Corporation shall cease, except the right of the holders thereof to convert such shares in accordance with the provisions of Paragraph 8 at any time prior to the close of business on the redemption date and the right of the holders thereof to receive out of the funds so deposited in trust the redemption price, without interest, upon such surrender of the certificate(s) representing such shares. Any funds so deposited with such bank or trust company in respect of shares of Series B Preferred Stock converted before the close of business on the redemption date shall be returned to the Corporation upon such conversion. Any funds so deposited with such bank or trust company which shall remain unclaimed by the holders of shares called for redemption at the end of two years after the redemption date shall be repaid to the Corporation, on demand, and thereafter the holder of any such shares shall look only to the Corporation for the payment, without interest, of the redemption price.

4.4 Any provision of this Section 4 to the contrary notwithstanding, in the event that any quarterly dividend payable on the Series B Preferred Stock shall be in arrears and until all such dividends in arrears shall have been paid or declared and set apart for payment, the Corporation shall not redeem any shares of Series B Preferred Stock unless all outstanding shares of Series B Preferred Stock are simultaneously redeemed and shall not purchase or otherwise acquire any shares of Series B Preferred Stock except in accordance with a purchase offer made by the Corporation on the same terms to all holders of record of Series B Preferred Stock.

4.5 If fewer than all the outstanding shares of the Series B Preferred Stock are to be redeemed, the Corporation shall select those to be redeemed by lot or on a pro rata basis or by any other method deemed by the Corporation to be equitable (with adjustments to avoid fractional shares).

4.6 Any shares of the Series B Preferred Stock for which a notice of redemption has been given may be converted into shares of Common Stock at any time before the close of business on the date fixed for the redemption as set forth in Section 8 below.

5. Status of Series B Preferred Stock repurchased or declassified.

Shares of Series B Preferred Stock repurchased or declassified as such by future resolution of the Board of Directors shall be deemed to be authorized but unissued shares of Preferred Stock undesignated as to series. Shares of Series B Preferred Stock exchanged for shares of any other class or series shall thereby be deemed to be cancelled and the number of shares of Preferred Stock which the Corporation is authorized to issue shall be correspondingly reduced.

6. Restrictions on certain action affecting Series B Preferred Stock.

6.1 So long as any shares of Series B Preferred Stock remain outstanding, the Corporation will not, without the consent given in writing without a meeting or affirmative vote given in person or by proxy at a meeting called for the purpose, by the holders of at least 66-2/3 per cent of the shares of the Series B Preferred Stock then outstanding, (i) authorize, create or issue, or increase the authorized or issued amount of, any other series of Preferred Stock or any other class of stock ranking prior to (or issuable in series which may, by resolutions of the Board of Directors providing for the issue of such series, rank prior to), the Series B Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or (ii) amend, alter or repeal any of the provisions of the Articles of Incorporation or of this resolution so as to materially and adversely affect the preferences, special rights, privileges or voting powers of the holders of the Series B Preferred Stock, or (iii) effect a merger or consolidation which would affect materially and adversely the preferences, special rights, privileges or voting powers of the holders of the Series B Preferred Stock; provided, however, that any increase in the amount of the

authorized preferred stock or any outstanding series of preferred stock or any other capital of the Corporation, or the creation and issuance of other series of preferred stock including the Series B Preferred Stock, or of any other capital stock of the Corporation, in each case ranking on a parity with or junior to the Series B Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up shall not be deemed to materially and adversely affect such rights, preferences, special rights, privileges or voting powers.

6.2 The Corporation may not, without the consent or affirmative vote of holders of the Series B Preferred Stock then outstanding as described in Section 6.1, establish any other series of Preferred Stock ranking on a parity with, or authorize any other class of stock ranking on a parity with (or issuable in series which may, by resolutions of the Board of Directors providing for the issue of such series, rank on a parity with) the Series B Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both (“Parity Stock”), or increase the authorized number of shares of any such other class or series, unless the Articles of Incorporation or Designation Statement creating or authorizing such class or series provide that if in any case the stated dividends or amounts payable upon liquidation, dissolution or winding up are not paid in full on the Series B Preferred Stock and all outstanding shares of Parity Stock, the shares of all Parity Stock shall share ratably in the payment of dividends, including accumulations (if any) in accordance with the sums which would be payable on all Parity Stock if all dividends in respect of all shares of Parity Stock were paid in full, and on any distribution of assets upon liquidation, dissolution or winding up ratably in accordance with the sums which would be payable in respect of all shares of Parity Stock if all sums payable were discharged in full.

7. Voting rights.

Except as set forth in section 6 or as otherwise from time to time expressly required by law, holders of the Series B Preferred Stock shall not be entitled to vote.

8. Conversion rights.

8.1 The holders of Series B Preferred Stock shall be entitled, at any time, to surrender shares of the Series B Preferred Stock for conversion into shares of common stock of the Corporation. Subject to the provisions set forth in this section 8, each share of Series B Preferred Stock surrendered hereunder shall be converted, as of the close of business on the date of such surrender, into 1.6026 shares of common stock subject to adjustment as described in Section 8.4 (the “Conversion Rate”).

8.2 In order to convert shares of Series B Preferred Stock into common stock, the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Transfer Agent for the common stock, and shall give written notice to the Corporation at said office that he elects to convert the same or part thereof. The Corporation as soon as practicable thereafter will issue and deliver at said office to such holder a certificate for the number of full shares of common stock to which he shall be entitled hereunder; however, such holder shall be treated for all purposes as the record holder of such common stock at the time as of which such conversion takes place as aforesaid.

8.3 No fractional shares of common stock shall be issued upon conversion of the Series B Preferred Stock. Instead of any fraction of a share which would otherwise be issuable, the Corporation shall pay a cash adjustment, concurrently with issuance of the certificate for the full number of shares to which the holder is entitled, in an amount equal to the product of (i) the fraction of a share which would otherwise be issuable, and (ii) the current market price of the Corporation’s common stock on the date of conversion.

8.4 The Conversion Rate shall be subject to adjustment from time to time as follows:

(a) In the event the Corporation should at any time or from time to time fix a record date for the effectuation of a subdivision of the outstanding shares of common stock or the determination of holders of common stock entitled to receive a dividend or other distribution payable in additional shares of common stock (or payable in certain rights or warrants entitling them to subscribe for common stock) at less than the current market price, then, as of such record date (or the date of such dividend distribution or subdivision if no record date is fixed) the Conversion Rate of the Series B Preferred Stock shall be appropriately increased so that the number of shares of common stock issuable on conversion of each share of Series B Preferred Stock shall be increased in proportion to such increase of outstanding shares of common stock.

(b) If the number of shares of common stock outstanding at any time is decreased by a combination of the outstanding shares of common stock, then, following the record date of such combination, the Conversion Rate for the Series B Preferred Stock shall be appropriately decreased so that the number of shares of common stock issuable on conversion of each share of Series B Preferred Stock shall be decreased in proportion to such decrease in outstanding shares of common stock.

(c) In the event the Corporation shall declare a distribution payable in the Corporation’s capital stock (other than common stock), evidences of indebtedness issued by the Corporation, assets (excluding cash dividends or distributions from retained earnings) or warrants or rights not referred to in section 8.4(a), then, in each such case for the purpose of this section, the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of common stock of the Corporation into which their shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of common stock of the Corporation entitled to receive such distribution.

8.5 No adjustment in the Conversion Rate will be required unless such adjustment would require a change of at least .01 in the Conversion Rate then in effect; provided, however, that any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment.

8.6 In the case of any consolidation or merger to which the Corporation is a party and as a result of which holders of common stock shall be entitled to receive securities, cash or other property with respect to or in exchange for such common stock, or in case of any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety, or in case of any reclassification or change in outstanding shares of common stock (other than a change in par value, or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination of the common stock) there will be no adjustment of the Conversion Rate but the holder of each share of Series B Preferred Stock then outstanding will have the right thereafter to convert such share into the kind and amount of securities, cash or other property which such holder would have owned or have been entitled to receive immediately after such consolidation or merger, sale or conveyance or reclassification or change had such share been converted immediately prior to the effective date of such consolidation or sale or conveyance or reclassification or change. If, in the case of any such consolidation, merger, sale or conveyance, the stock or other securities and property receivable thereupon by a holder of shares of common stock includes shares of stock, securities or other property or assets (including cash) of an entity other than the successor or acquiring entity, as the case may be, in such consolidation, merger, sale or conveyance, then the Corporation shall enter into an agreement with such other entity for the benefit of the holders of Series B Preferred Stock that shall contain such provisions to protect the interests of such holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

8.7 The Corporation shall at all times reserve and keep available, out of its authorized but unissued common stock or out of shares of common stock held in its Treasury, solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, the full number of shares of common stock deliverable

upon the conversion of all shares of the Series B Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the Commonwealth of Pennsylvania, increase the authorized amount of its common stock if at any time the authorized number of shares of common stock remaining unissued or available from Treasury shall not be sufficient to permit the conversion of all of the shares of the Series B Preferred Stock at the time outstanding.

8.8 The Corporation will pay any and all issue taxes that may be payable in respect of any issue or delivery of shares of common stock on conversion of shares of the Series B Preferred Stock pursuant to this section 8. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of common stock in a name other than that in which the shares of the Series B Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such change in registration has paid to the Corporation the amount of any such tax, or has established to the satisfaction of the Corporation, that such tax has been paid.

8.9 If any shares of common stock issuable upon conversion of the Series B Preferred Stock require registration with or approval of any governmental authority under any federal or state law before such shares may be lawfully issued upon conversion, then the Corporation shall, in good faith and as expeditiously as possible, endeavor to obtain such registration or approval, as the case may be, but shall not be required to issue such shares until the requisite registration or approval has been obtained.

8.10 The Corporation reserves the right to make any adjustment in the Conversion Rate in addition to those required in the foregoing provisions as the Corporation in its discretion shall determine to be advisable in order that certain stock-related distributions hereafter made by the Corporation to its stockholders shall not be taxable. Except as stated above, the Conversion Rate will not be adjusted for the issuance of common stock or any securities convertible into or exchangeable for common stock or carrying the right to purchase any of the foregoing.

Upon conversion no adjustments will be made for accrued dividends and, therefore, shares of the Series B Preferred Stock surrendered for conversion during the period between the close of business on any dividend payment record date and the opening of business on the corresponding dividend payment date (except shares called for redemption on a date during such period) must be accompanied by payment of an amount equal to the dividend payable on such shares on such dividend payment date.

8.11 In the case of any share of Series B Preferred Stock that is converted after any record date with respect to the payment of a dividend on the Series B Preferred Stock and on or prior to the date on which such dividend is payable by the Corporation (the “Dividend Due Date”) the dividend due on such Dividend Due Date shall be payable on such Dividend Due Date to the holder of record of such shares as of such preceding record date notwithstanding such conversion. Shares of Series B Preferred Stock surrendered for conversion during the period from the close of business on any record date with respect to the payment of a dividend on the Series B Preferred Stock next preceding any Dividend Due Date to the opening of business on such Dividend Due Date shall (except in the case of shares of Series B Preferred Stock which have been called for redemption on a redemption date within such period) be accompanied by payment in next-day funds or other funds acceptable to the Corporation of an amount equal to the dividend payable on such Dividend Due Date on the share of Series B Preferred Stock being surrendered for conversion. The dividend with respect to a share of Series B Preferred Stock called for redemption on a redemption date during the period from the close of business on any record date with respect to the payment of a dividend on the Series B Preferred Stock next preceding any Dividend Due Date to the opening of business on such Dividend Due Date shall be payable on such Dividend Due Date to the holder of record of such share on such dividend record date notwithstanding the conversion of such share of Series B Preferred Stock after such record date and prior to such Dividend Due Date, and the holder converting such share of Series B Preferred Stock need not include a payment of such dividend amount upon surrender of such share of Series B Preferred Stock for conversion. Except as provided in this paragraph, no payment or adjustment shall be made upon any conversion on account of any dividends accrued on shares of Series B Preferred Stock surrendered for conversion or on any dividends on the shares of Common Stock issued upon conversion.

9. Miscellaneous.

9.1 The “current market price” of the Corporation’s common stock, for purposes of this Resolution, shall mean the average, for the ten trading days immediately preceding the date as of which “current market price” is to be determined, of (A) the median of the highest bid price and lowest ask price per share of the Corporation’s common stock as reported by the National Association of Securities Dealers Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (B) if the Corporation’s common stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of the Corporation’s common stock on the principal securities exchange on which the Corporation’s common stock is listed. If the Corporation’s common stock is quoted on a national securities or central market system, in lieu of a market or quotation system described above, “current market price” shall be determined in the manner set forth in clause (A) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (B) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the “current market price” shall be the average of actual sale prices of the Corporation’s common stock during the ten business days immediately preceding the date as of which “current market price” is to be determined.

9.2 The shares of Series B Preferred Stock shall not have any relative or special rights and powers other than as set forth in this Resolution and in the Articles of Incorporation, as amended, of the Corporation.

Section II. Common Stock

Except for and subject to those rights expressly granted to holders of the Preferred Stock by resolution or resolutions adopted by the Board of Directors pursuant to Section I of this Article 5 and except as may be provided by the laws of the Commonwealth of Pennsylvania, holders of the Common Stock shall have exclusively all other rights of shareholders.

Section III. Preemptive Rights; Cumulative Voting

A. The Corporation may issue shares, option rights, securities having conversion or option rights and any other securities of any class without first offering them to shareholders of any class or classes.

B. The shareholders shall not have any right of cumulative voting.

Article 6

A. Except as provided in paragraph C below, no corporate action of a character described in paragraph B below, and no agreement, plan or resolution providing therefor, shall be valid or binding upon the Corporation unless such corporate action shall have been approved in compliance with all applicable provisions of the Florida Business Corporation Act and these Articles and shall have been authorized by the affirmative vote of at least seventy-five percent of the outstanding shares of Common Stock entitled to vote, given in person or by proxy, at a meeting called for such purpose.

B. Corporate actions subject to the voting requirements of this Article 6 shall be:

(i) any merger or consolidation, or any sale, lease, exchange or other disposition, in a single transaction or series of related transactions, of all or substantially all or a substantial part of the properties or assets of the Corporation; or

(ii) removal of the entire Board of Directors, a class of Directors or any member of the Board of Directors during his term without cause.

C. The voting requirements of this Article shall not apply to any transaction of a character described in clause (i) of paragraph B above if the Board of Directors shall have approved and recommended the transaction prior to the consummation thereof.

D. Except if otherwise specifically provided in the Bylaws of the Corporation such Bylaws may be altered or repealed and new Bylaws may be adopted by the Board or by the affirmative vote of the holders of at least seventy-five percent of the outstanding Common Stock entitled to vote.

E. For purposes of this Article 6, the following definitions shall apply:

(i) “Person” shall mean an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, a government or political subdivision thereof and any other entity.

(ii) “Substantial Part” shall mean more than twenty percent of the total consolidated assets of the Corporation, as shown on its consolidated balance sheet as of the end of the most recent fiscal year.

F. The affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Common Stock entitled to vote shall be required to amend or repeal this Article 6.

Article 7

A. The Board of Directors of the Corporation, when evaluating any proposal

(i) involving a tender or exchange offer for any security of the Corporation,

(ii) to merge or consolidate the Corporation with another corporation or other person, or

(iii) to purchase or otherwise acquire all or substantially all or a substantial part of the properties or assets of the Corporation,

shall, in connection with the exercise of its judgment in determining what is in the best interests of the Corporation and its shareholders, give due consideration to all relevant factors, including without limitation, the long-term prospects and interests of the corporation and its shareholders, and the social, economic, legal or other effects of any action on the employees, suppliers, customers of the corporation or its subsidiaries, the communities and societies in which the corporation or its subsidiaries operate, and the economy of the state and the nation.

The definitions set forth in Article 6, paragraph E of these Articles shall apply to this Article 7.

B. If the Board of Directors determines that a proposal of a character described in clause (i) or (ii) or (iii) of paragraph a above should be rejected, it may take any lawful action to accomplish its purpose, including, but not limited to, any or all of the following: advising shareholders not to accept the proposal; instituting litigation against the party making the proposal; filing complaints with governmental and regulatory authorities; acquiring the Corporation’s securities; selling or otherwise issuing authorized but unissued securities or treasury stock or granting options with respect thereto; acquiring a company to create an antitrust or other regulatory problem for the party making the proposal; and obtaining a more favorable offer from another individual or entity.

C. The affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Common Stock entitled to vote shall be required to amend or repeal this Article 7.

Article 8

The following are provisions for the regulation of the internal affairs and business of the Corporation:

A. Bylaws

The Board of Directors of the Corporation shall have the power to make, alter, amend and repeal such Bylaws as it may deem necessary and convenient for the regulation and management of the Corporation not inconsistent with law or the Articles.

B. Indemnification

Directors and Officers of the Corporation shall be indemnified as of right to the fullest extent now or hereafter permitted by law in connection with any actual or threatened action, suit or proceedings, civil, criminal, administrative, investigative or other (whether brought by or in the right of the Corporation or otherwise) arising out of their service to the Corporation or to another organization at the request of the Corporation, or because of their positions with the Corporation. Persons who are not Directors or Officers of the Corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the Corporation. The Corporation may purchase and maintain insurance to protect itself and any such Director, Officer or other person against any liability, cost or expense asserted against or incurred by him in respect of such service, whether or not the Corporation would have the power to indemnify him against such liability by law or under the provisions of this paragraph. The provisions of this paragraph shall be applicable to persons who have ceased to be Directors or Officers, and shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnity hereunder.

C. Reserved Power

The Corporation shall be deemed for all purposes to have reserved the right to alter, change, or repeal any provision contained in its Articles or Bylaws to the extent now or hereafter permitted or prescribed by law, and all rights herein conferred upon shareholders and others are granted subject to such reservation.

Article 9

Any or all classes and series of shares or any part thereof, may be uncertificated shares to the extent now or hereafter permitted or prescribed by law.

Article 10

To the fullest extent permitted by law, no director of the Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action.

IN WITNESS WHEREOF, the undersigned officer of F.N.B. Corporation has executed these Articles of Restatement of the Articles of Incorporation this 6th day of January, 2003.

F.N.B. CORPORATION

/s/ Gary L. Tice

Gary L. Tice

President and Chief Executive Officer

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF

F.N.B. CORPORATION

AUTHORIZING

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C

F.N.B. Corporation, a corporation organized and existing under the laws of the State of Florida (the “Corporation ), in accordance with the provisions of Section 607.0602 of the Florida Business Corporations Act (the “Act”) thereof, does hereby certify:

The board of directors of the Corporation (the “Board of Directors”) or an applicable committee of the Board of Directors, in accordance with the articles of incorporation and bylaws of the Corporation and applicable law, adopted the following resolution on January 6, 2009 creating a series of 100,000 shares of Preferred Stock of the Corporation designated as “Fixed Rate Cumulative Perpetual Preferred Stock, Series C”.

RESOLVED, that pursuant to the provisions of the articles of restatement of the articles of incorporation and the bylaws of the Corporation and applicable law, a series of Preferred Stock, par value $0.01 per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

Part 1. Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series C” (the “Designated Preferred Stock”). The authorized number of shares of Designated Preferred Stock shall be 100,000.

Part 2. Standard Provisions. The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

Part 3. Definitions. The following terms are used in this Certificate of Designations (including the Standard Provisions in Annex A hereto) as defined below:

(a) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.

(b) “Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each year.

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(c) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.

(d) “Liquidation Amount” means $1,000 per share of Designated Preferred Stock.

(e) “Minimum Amount” means $25,000,000.

(f) “Parity Stock” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

(g) “Signing Date” means Original Issue Date.

Part 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, F.N.B. Corporation has caused these Articles of Amendment to be signed by James G. Orie, its Chief Legal Officer, this 6^th day of January, 2009.

F.N.B. Corporation
By:	/s/ James G. Orie
Name:	James G. Orie
Title:	Chief Legal Officer

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ANNEX A

STANDARD PROVISIONS

Section 1. General Matters. Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.

Section 2. Standard Definitions As used herein with respect to Designated Preferred Stock:

(a) “Applicable Dividend Rate” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.

(b) “Appropriate Federal Banking Agency” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(c) “Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Corporation’s stockholders.

(d) “Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(e) “Bylaws” means the bylaws of the Corporation, as they may be amended from time to time.

(f) “Certificate of Designations” means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(g) “Charter” means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.

(h) “Dividend Period” has the meaning set forth in Section 3(a).

(i) “Dividend Record Date” has the meaning set forth in Section 3(a).

(j) “Liquidation Preference” has the meaning set forth in Section 4(a).

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(k) “Original Issue Date” means the date on which shares of Designated Preferred Stock are first issued.

(l) “Preferred Director” has the meaning set forth in Section 7(b).

(m) “Preferred Stock” means any and all series of preferred stock of the Corporation, including the Designated Preferred Stock.

(n) “Qualified Equity Offering” means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

(o) “Share Dilution Amount” has the meaning set forth in Section 3(b).

(p) “Standard Provisions” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.

(q) “Successor Preferred Stock” has the meaning set forth in Section 5(a).

(r) “Voting Parity Stock” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends.

(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

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Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

(b) Priority of Dividends. So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business; (iii) purchases by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends or distributions of rights or Junior Stock in connection with

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a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock. “Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

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Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “Liquidation Preference”).

(b) Partial Payment. If in any distribution described in Section 4(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Section 5. Redemption.

(a) Optional Redemption. Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

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Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Corporation (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “Successor Preferred Stock ) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Corporation (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

(c) Notice of Redemption. Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Corporation or any other similar facility, notice of

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redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d) Partial Redemption. In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

(f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6. Conversion. Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights.

(a) General. The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

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(b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Corporation’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(c) Class Voting Rights as to Particular Matters. So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Designations for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;

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(ii) Amendment of Designated Preferred Stock. Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;

provided, however, that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

(d) Changes after Provision for Redemption. No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(e) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

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Section 8. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices. All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Corporation or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights. No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates. The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.

Section 12. Other Rights. The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

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ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF

F.N.B. CORPORATION

AUTHORIZING

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES D

F.N.B. Corporation, a corporation organized and existing under the laws of the State of Florida (the “Corporation”), in accordance with the provisions of Section 607.0602 of the Florida Business Corporation Act (the “Act”) thereof, does hereby certify:

The board of directors of the Corporation (the “Board of Directors”), in accordance with the articles of incorporation and bylaws of the Corporation and applicable law, on June 7, 2011 duly adopted resolutions approving the creation of a series of 32,000 shares of Preferred Stock of the Corporation designated as “Fixed Rate Cumulative Perpetual Preferred Stock, Series D” which has the following voting and other powers, preferences and relative, participating, optional or other rights, and qualifications, limitations and restrictions:

Part 1. Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series D” (the “Designated Preferred Stock”). The authorized number of shares of Designated Preferred Stock shall be 32,000.

Part 2. Standard Provisions. The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

Part 3. Definitions. The following terms are used in this Certificate of Designations (including the Standard Provisions in Annex A hereto) as defined below:

(a) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.

(b) “Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each year.

(c) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.

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(d) “Liquidation Amount” means $1,000 per share of Designated Preferred Stock.

(e) “Minimum Amount” means $8,000,000.

(f) “Parity Stock” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

(g) “Signing Date” means Original Issue Date.

Part 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, F.N.B. Corporation has caused these Articles of Amendment to be signed by James G. Orie, its Chief Legal Officer, this 28th day of December, 2011.

F.N.B. Corporation
By:	/s/ James G. Orie
	Name: James G. Orie
	Title: Chief Legal Officer

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ANNEX A

STANDARD PROVISIONS

Section 1. General Matters. Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.

Section 2. Standard Definitions As used herein with respect to Designated Preferred Stock:

(a) “Applicable Dividend Rate” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.

(b) “Appropriate Federal Banking Agency” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(c) “Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Corporation’s stockholders.

(d) “Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(e) “Bylaws” means the bylaws of the Corporation, as they may be amended from time to time.

(f) “Certificate of Designations” means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(g) “Charter” means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.

(h) “Dividend Period” has the meaning set forth in Section 3(a).

(i) “Dividend Record Date” has the meaning set forth in Section 3(a).

(j) “Liquidation Preference” has the meaning set forth in Section 4(a).

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(k) “Original Issue Date” means the date on which shares of Designated Preferred Stock are first issued.

(l) “Preferred Director” has the meaning set forth in Section 7(b).

(m) “Preferred Stock” means any and all series of preferred stock of the Corporation, including the Designated Preferred Stock.

(n) “Qualified Equity Offering” means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

(o) “Share Dilution Amount” has the meaning set forth in Section 3(b).

(p) “Standard Provisions” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.

(q) “Successor Preferred Stock” has the meaning set forth in Section 5(a).

(r) “Voting Parity Stock” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends.

(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

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Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

(b) Priority of Dividends. So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business; (iii) purchases by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends or distributions of rights or Junior Stock in connection with a stockholders’

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rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock. “Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

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Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “Liquidation Preference”).

(b) Partial Payment. If in any distribution described in Section 4(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Section 5. Redemption.

(a) Optional Redemption. Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of December 23, 2008. On or after the first Dividend Payment Date falling on or after the third anniversary of December 23, 2008, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

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Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of December 23, 2008, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Corporation (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “Successor Preferred Stock ) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Corporation (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

(c) Notice of Redemption. Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in

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book-entry form through The Depository Trust Corporation or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d) Partial Redemption. In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

(f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6. Conversion. Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

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Section 7. Voting Rights.

(a) General. The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

(b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Corporation’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(c) Class Voting Rights as to Particular Matters. So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

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(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Designations for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;

(ii) Amendment of Designated Preferred Stock. Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;

provided, however, that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

(d) Changes after Provision for Redemption. No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

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(e) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices. All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Corporation or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights. No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates. The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.

Section 12. Other Rights. The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

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ARTICLES OF AMENDMENT TO THE ARTICLES OF RESTATEMENT

OF THE ARTICLES OF INCORPORATION

OF

F.N.B. CORPORATION

DESIGNATING THE PREFERENCES, RIGHTS AND LIMITATIONS

OF

FIXED-TO-FLOATING RATE NON-CUMULATIVE

PERPETUAL PREFERRED STOCK, SERIES E

The undersigned, David B. Mogle, does hereby certify that:

1. The name of the corporation is F.N.B. Corporation, a corporation organized and existing under the laws of the State of Florida (the “Corporation”);

2. He is the Secretary of the Corporation; and

3. The Corporation’s Board of Directors (the “Board”), in accordance with the Corporation’s Articles of Incorporation, as amended (the “Articles”), and Bylaws, as amended (the “Bylaws”), and applicable law, at a meeting duly called, convened and held on October 28, 2013, authorized and adopted resolutions establishing and empowering a Pricing Committee of the Board (the “Pricing Committee”), and established limits specifically prescribed by the Board within which the Pricing Committee may authorize the issuance and sale by the Corporation of shares of its preferred stock, par value $0.01 per share (“Preferred Stock”), upon such terms as, within such specifically prescribed limits, may be fixed by the Pricing Committee. Pursuant to the authority conferred by the Board upon the Pricing Committee and the resolutions of the Board, the Pricing Committee adopted this amendment to the Corporation’s Articles of Incorporation (this “Amendment”), containing the following resolution on October 29, 2013, creating a series of up to 115,000 shares of Preferred Stock of the Corporation designated as “Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E.”

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted to and vested in the Pricing Committee by the Board, and in accordance with Section 607.0602 of the Florida Business Corporation Act and Article 5 of the Articles, the Pricing Committee, acting within the limits prescribed by the Board, hereby establishes the terms of the Corporation’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, $0.01 par value per share, and fixes and determines the authorized number of shares of the series, the dividend rate of shares of the series, the designations, and certain other powers, preferences, and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, with the Articles hereby amended to add such terms as Part C of Article 5, Section I of the Articles as follows:

PART C. Express Terms of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E

1. Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E” (the “Non-Cumulative Perpetual Preferred Stock”). The authorized number of shares of Non-Cumulative Perpetual Preferred Stock initially shall be up to 115,000 shares.

2. Standard Provisions. The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions had been set forth in full herein.

3. Definitions. The following terms are used in this Part C (including the Standard Provisions in Annex A hereto) as defined below:

3.1 “Common Stock” means the common stock, $0.01 par value per share, of the Corporation.

3.2 “Junior Stock” means the Common Stock, and any other class or series of capital stock of the Corporation the terms of which expressly provide that it ranks junior in priority to the Non-Cumulative Perpetual Preferred Stock as to dividend rights and as to rights on liquidation, dissolution or winding up of the Corporation.

3.3 “Liquidation Preference” means $1,000 per share of Non-Cumulative Perpetual Preferred Stock plus any declared and unpaid dividends thereon, without regard to any undeclared dividends.

3.3 “Liquidation Value” means $1,000 per share of Non-Cumulative Perpetual Preferred Stock.

3.4 “Parity Stock” means any other class or series of capital stock of the Corporation the terms of which expressly provide that it ranks equally with the Non-Cumulative Perpetual Preferred Stock as to dividend rights and as to rights on liquidation, dissolution or winding up of the Corporation.

4. Certain Voting Matters. Holders of the Preferred Stock shall have no voting rights, except as to certain matters set forth herein or as otherwise provided by applicable law.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has executed and delivered this Articles of Amendment as of the date first written above.

/s/ David B. Mogle

David B. Mogle, Secretary

Annex A

STANDARD PROVISIONS

Section 1. General Matters. Each share of Non-Cumulative Perpetual Preferred Stock shall be identical in all respects to every other share of Non-Cumulative Perpetual Preferred Stock, except for the Original Issue Date from which dividends shall accrue. The Non-Cumulative Perpetual Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Articles of Designation (as defined below). The Non-Cumulative Perpetual Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding-up of the Corporation.

Section 2. Standard Definitions. As used herein with respect to Non-Cumulative Perpetual Preferred Stock:

(a) “Applicable Dividend Rate” means, when, as and if declared by the Board or a duly authorized committee of the Board, (i) 7.25% per annum on each Dividend Payment Date relating to a Fixed Rate Period (and for such Fixed Rate Period) and (ii) Three-month LIBOR on the related Dividend Determination Date plus 4.60% per annum on each Dividend Payment Date relating to a Floating Rate Period (and for such Floating Rate Period).

(b) “Appropriate Federal Banking Agency” means the Federal Reserve or any “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(c) “Articles of Designation” means the Articles of Amendment of the Articles of Restatement of the Articles of Incorporation of the Corporation designating the preferences, rights and limitations of the Non-Cumulative Perpetual Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(d) “Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions are not authorized or obligated by law, regulation or executive order to close in the City of New York.

(e) “Bylaws” means the Bylaws of the Corporation, as they may be amended from time to time.

(f) “Calculation Agent” means, at any time, the person or entity appointed by the Corporation and serving as such agent at such time.

(g) “Dividend Parity Stock” means any other class or series of capital stock of the Corporation that ranks equally with the Non-Cumulative Perpetual Preferred Stock in the payment of dividends.

(h) “Dividend Determination Date” means, with respect to the Floating Rate Period, the second London Business Day immediately preceding the first day of the applicable Dividend Period.

(i) “Dividend Payment Date” has the meaning set forth in Section 3(a).

(j) “Dividend Period” has the meaning set forth in Section 3(a).

(k) “Dividend Record Date” has the meaning set forth in Section 3(a).

(l) “DTC” means The Depository Trust Company, together with its successors and assigns.

(m) “Federal Reserve” means the Board of Governors of the Federal Reserve System and its delegates.

(n) “Fixed Rate Period” means each Dividend Period relating to a Dividend Payment Date on or before February 15, 2024.

(o) “Floating Rate Period” means each Dividend Period relating to a Dividend Payment Date after February 15, 2024.

(p) “London Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is a day on which dealings in U.S. dollars are transacted in the London interbank market.

(q) “Nonpayment Event” has the meaning specified in Section 7(b).

(r) “Original Issue Date” means the date on which shares of Non-Cumulative Perpetual Preferred Stock are first issued.

(s) “Preferred Director” has the meaning set forth in Section 7(b).

(t) “Preferred Stock” means any and all classes and series of preferred stock of the Corporation, including the Non-Cumulative Perpetual Preferred Stock.

(u) “Redemption Price” means $1,000 per share of Non-Cumulative Perpetual Preferred Stock, plus the per share amount of any declared and unpaid dividends, without regard to any undeclared dividends.

(v) A “Regulatory Capital Treatment Event” means the good faith determination by the Board or a duly authorized committee of the Board that, as a result of any (i) amendment to, or change (including any announced prospective change) in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the Original Issue Date; (ii) proposed change in those laws or regulations that is announced or becomes effective after the Original Issue Date; or (iii) official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the Original Issue Date, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full Liquidation Value of all shares of Non-Cumulative Perpetual Preferred Stock then outstanding as Tier 1 capital (or its equivalent) for purposes of the capital adequacy guidelines or regulations of the Federal Reserve or other Appropriate Federal Banking Agency, as then in effect and applicable, for as long as any share of Non-Cumulative Perpetual Preferred Stock is outstanding.

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(w) “Reuters Screen LIBOR01” means the display designated on the Reuters 3000 Xtra (or such other page as may replace that page on that service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits).

(x) “Standard Provisions” means these Standard Provisions that form a part of the Articles of Designation relating to the Non-Cumulative Perpetual Preferred Stock.

(y) “Three-month LIBOR” means, with respect to any Floating Rate Period, the rate expressed as a percentage per annum for deposits in U.S. dollars for a three-month period that rate appears on Reuters Screen LIBOR01 as of 11:00 a.m., London time, on the Dividend Determination Date for such Floating Rate Period.

If no such rate appears, the Calculation Agent shall request the principal London offices of four major reference banks in the London interbank market, selected by the Calculation Agent as directed by the Corporation, to provide the Calculation Agent with its offered quotation at approximately 11:00, a.m., London time, on such Dividend Determination Date for deposits in U.S. dollars for a three-month period, commencing on the first day of such Floating Rate Period to prime banks in the London interbank market and in a principal amount that is representative of a single transaction in U.S. dollars in that market at that time. If at least two such quotations are provided, Three-month LIBOR for such Floating Rate Period shall be the arithmetic mean of such quotations (rounded upward if necessary to the nearest 0.00001 of 1%).

If fewer than two such quotations are provided as described in the preceding paragraph, Three-month LIBOR with respect to such Floating Rate Period shall be the arithmetic mean (rounded upward if necessary to the nearest 0.00001 of 1%) of the rates quoted at approximately 11:00 a.m., New York City time, on such Dividend Determination Date by three major banks in the City of New York, selected by the Calculation Agent as directed by the Corporation, for loans in U.S. dollars to leading European banks for a three-month period, commencing on the first day of such Floating Rate Period, and in a principal amount that is representative of a single transaction in U.S. dollars in that market at that time.

If fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described in the preceding paragraph, Three-month LIBOR with respect to such Floating Rate Period determined on the Dividend Determination Date shall be the Three-month LIBOR in effect for the immediately preceding Floating Rate Period or, if there was no such preceding Floating Rate Period, the dividend payable will be based on the Applicable Dividend Rate relating to the Fixed Rate Period.

(z) “Voting Parity Stock” means, with regard to any matter as to which the holders of Non-Cumulative Perpetual Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Articles of Designation, any and all classes or series of Dividend Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

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Section 3. Dividends.

(a) Rate. Holders of the Non-Cumulative Perpetual Preferred Stock shall be entitled to receive, on each share of Non-Cumulative Perpetual Preferred Stock, if, when and as declared by the Board, or any duly authorized committee of the Board, but only out of legally available assets, non-cumulative cash dividends. Dividends are not mandatory. Such dividends shall not be cumulative and shall be payable quarterly in arrears on the 15th day of February, May, August and November of each year, commencing February 15, 2014 (each such date, a “Dividend Payment Date”). Dividends on the Non-Cumulative Perpetual Preferred Stock shall accrue on the Liquidation Value per share of Non-Cumulative Perpetual Preferred Stock at the Applicable Dividend Rate. A “Dividend Period” is the period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date, except that the initial Dividend Period shall commence on and include the Original Issue Date. Any dividend payable on Non-Cumulative Perpetual Preferred Stock in respect of any Dividend Period will be computed by the Calculation Agent (i) in respect of the Fixed Rate Period, on the basis of a 360-day year consisting of twelve 30-day months and (ii) in respect of the Floating Rate Period, on the basis of a 360-day year and the actual number of days in such Dividend Period. Dollar amounts resulting from that calculation shall be rounded to the nearest cent, with one-half cent being rounded upward. If any Dividend Payment Date applicable to a Fixed Rate Period is not a Business Day, then the related payment of dividends will be made on the next succeeding Business Day, and no additional dividends will accrue on any payment. If any Dividend Payment Date applicable to a Floating Rate Period is not a Business Day, then such Dividend Payment Date will be postponed to the next succeeding Business Day unless such day falls in the next calendar month, in which case such Dividend Payment Date will be the immediately preceding Business Day, and, in any case, dividends will accrue to, but excluding, the applicable Business Day.

The Corporation shall not pay interest or any sum of money instead of interest on any dividend payment that may be in arrears on the Non-Cumulative Perpetual Preferred Stock. The Calculation Agent’s determination of the Applicable Dividend Rate, and its calculation of the amount of dividends for any Dividend Period, will be maintained on file at the Corporation’s principal offices and will be available to any stockholder upon request and will be final and binding in the absence of manifest error. The Corporation may terminate the appointment of the Calculation Agent and may appoint a successor agent at any time and from time to time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Non-Cumulative Perpetual Preferred Stock is outstanding, an entity appointed and serving as such agent. The Calculation Agent may be an entity affiliated with the Corporation.

Dividends that are payable on the Non-Cumulative Perpetual Preferred Stock on any Dividend Payment Date will be payable to holders of record of Non-Cumulative Perpetual Preferred Stock as they appear on the books of the Corporation on the applicable record date, which shall not be less than 15 calendar days or more than 30 calendar days before the applicable Dividend Payment Date, as shall be fixed by the Board or any duly authorized committee of the Board (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

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Holders of Non-Cumulative Perpetual Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on the Non-Cumulative Perpetual Preferred Stock as specified in this Section 3. If the Board (or a duly authorized committee of the Board) does not declare a full dividend on the Non-Cumulative Perpetual Preferred Stock in respect of a Dividend Period before the related Dividend Payment Date, then no dividend shall be deemed to have accrued for such Dividend Period, no dividend shall be payable on the applicable Dividend Payment Date, and the Corporation shall have no obligation to pay any dividend for such Dividend Period, whether or not the Board (or a duly authorized committee of the Board) declares a dividend for any future Dividend Period with respect to the Non-Cumulative Perpetual Preferred Stock or at any future time with respect to any other class or series of the Corporation’s capital stock.

(b) Priority of Dividends. So long as any share of Non-Cumulative Perpetual Preferred Stock remains outstanding, unless (i) the full dividends for the most recently completed Dividend Period have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) on all outstanding shares of Non-Cumulative Perpetual Preferred Stock and (ii) the Corporation is not in default on its obligation to redeem any shares of Non-Cumulative Perpetual Preferred Stock that have been called for redemption, (A) no dividend or distribution shall be declared, paid or set aside for payment on any Junior Stock (other than dividends payable solely in Junior Stock or any dividend in connection with the implementation of a shareholders’ rights plan, or the redemption or repurchase of any rights under such plan); (B) no Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly, other than (1) as a result of any reclassification of Junior Stock or into other Junior Stock, (2) the exchange or conversion of Junior Stock for or into other Junior Stock, (3) through the use of the proceeds of a substantially contemporaneous sale of other Junior Stock, (4) purchases, redemptions or other acquisitions of Junior Stock in connection with any employee contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants of the Corporation, (5) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock in the ordinary course of its business, (6) purchases of shares of Junior Stock pursuant to a contractually binding requirement to buy Junior Stock existing prior to the most recently completed Dividend Period, including under a contractually binding stock repurchase plan, (7) purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged, (8) purchases by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary or (9) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock for the beneficial ownership of any other persons (other than for the beneficial ownership by the Corporation or any of its subsidiaries), including as trustees or custodians; and (C) no Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly, other than (1) pursuant to pro rata offers to purchase all, or a pro rata portion, of the Non-Cumulative Perpetual Preferred Stock and any Parity Stock, (2) as a result of a reclassification of any Parity Stock for or into other Parity Stock, (3) the exchange or conversion of any Parity Stock for or into other Parity Stock or Junior Stock, (4) through the use of the proceeds of a substantially contemporaneous sale of other shares of Parity Stock or Junior Stock, (5) purchases of shares of Parity Stock pursuant to a contractually binding requirement to buy Parity Stock existing prior to the most recently completed Dividend Period, including under a contractually binding stock repurchase plan, (6) purchase of fractional interests in shares of

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Parity Stock pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged, (7) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market making, stabilization or customer facilitation transactions in Parity Stock in the ordinary course of business, (8) purchases by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary, or (9) the acquisition by the Corporation or any of its subsidiaries of record ownership in Parity Stock for the beneficial ownership of any other persons (other than for the beneficial ownership by the Corporation or any of its subsidiaries), including as trustees or custodians. No monies shall be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation.

If dividends are not paid in full on the shares of Non-Cumulative Perpetual Preferred Stock and any shares of Dividend Parity Stock, dividends may be declared and paid on the Non-Cumulative Perpetual Preferred Stock and all such Dividend Parity Stock on a proportional basis so that the amount of dividends declared per share shall bear to each other the same ratio that accrued dividends for the then current Dividend Period per share of the Non-Cumulative Perpetual Preferred Stock and accrued dividends, including any accumulations, on any Dividend Parity Stock bear to each other.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise), as may be determined by the Board or any duly authorized committee of the Board, may be declared and paid on the Common Stock and any other Junior Stock, from time to time out of any assets legally available for such payment, and the holders of the Non-Cumulative Perpetual Preferred Stock or Dividend Parity Stock shall not be entitled to participate in any such dividends. Holders of Non-Cumulative Perpetual Preferred Stock shall not be entitled to receive any dividends not declared by the Board (or a duly authorized committee of the Board of Directors) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared.

Dividends on the Non-Cumulative Perpetual Preferred Stock shall not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with laws and regulations applicable thereto, including the applicable capital adequacy guidelines of the Federal Reserve or, as and if applicable, the capital adequacy guidelines or regulations of any successor or other Appropriate Federal Banking Agency.

Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Non-Cumulative Perpetual Preferred Stock shall be entitled to receive the Liquidation Preference for each share of Non-Cumulative Perpetual Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Corporation, subject to the rights of any creditors of the Corporation, and subject to the rights of holders of any securities ranking senior to Non-Cumulative Perpetual Preferred Stock with respect to distributions upon the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, before any distribution of such assets or proceeds is made to or set aside for

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the holders of Common Stock and any other capital stock of the Corporation ranking junior to Non-Cumulative Perpetual Preferred Stock as to such distribution. After payment of the full amount of such liquidation distribution, the holders of Non-Cumulative Perpetual Preferred Stock shall not be entitled to any further participation in any distribution of assets of the Corporation.

(b) Partial Payment. If in any distribution described in Section 4(a) above, the assets of the Corporation or the proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Non-Cumulative Perpetual Preferred Stock and the corresponding amounts payable with respect of any other capital stock of the Corporation ranking equally with Non-Cumulative Perpetual Preferred Stock as to such distribution, holders of Non-Cumulative Perpetual Preferred Stock and the holders of such other capital stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Non-Cumulative Perpetual Preferred Stock and the corresponding amounts payable with respect of any other capital stock of the Corporation ranking equally with Non-Cumulative Perpetual Preferred Stock as to such distribution have been paid in full, the holders of Junior Stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 4, neither the sale, conveyance, exchange or transfer (whether for cash, securities or other property) of all or substantially all of the assets or business of the Corporation nor the merger or consolidation of the Corporation with or into any other corporation or other entity, or by another entity with or into the Corporation, whether for cash, securities or other property, individually or as part of a series of transactions, shall constitute a liquidation, dissolution or winding up of the Corporation.

Section 5. Redemption.

(a) Optional Redemption. Except as provided below, the Non-Cumulative Perpetual Preferred Stock may not be redeemed prior to February 15, 2024. On and after February 15, 2024, the Corporation may, at its option, on any Dividend Payment Date, subject to the prior approval of the Federal Reserve or other Appropriate Federal Banking Agency, redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Non-Cumulative Perpetual Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at the Redemption Price.

Notwithstanding the foregoing, within 90 days of the Corporation’s good faith determination that a Regulatory Capital Treatment Event has occurred, it may, at its option, subject to the prior approval of the Federal Reserve or other Appropriate Federal Banking Agency, upon notice given as provided in Section 5(c) below, redeem, all (but not less than all) of the shares of Non-Cumulative Perpetual Preferred Stock at the time outstanding at the Redemption Price.

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The Redemption Price for any shares of Non-Cumulative Perpetual Preferred Stock shall be payable on the date fixed for redemption to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent, if the shares of Non-Cumulative Perpetual Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the Redemption Price on the dated fixed for redemption but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund. The Non-Cumulative Perpetual Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Non-Cumulative Perpetual Preferred Stock will have no right to require redemption or repurchase of any shares of Non-Cumulative Perpetual Preferred Stock.

(c) Notice of Redemption. Notice of every redemption of shares of Non-Cumulative Perpetual Preferred Stock shall be given to the holders of record of the shares to be redeemed either by first class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation (provided that, if Non-Cumulative Perpetual Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC), or by such other method approved by the depositary for the Non-Cumulative Perpetual Preferred Stock, in its reasonable discretion. Such notice shall be mailed (or otherwise given as permitted by DTC or approved by the depositary, if applicable) not less than 30 days nor more than 60 days prior to the date fixed for redemption. Any notice mailed (or otherwise given as permitted by DTC or approved by the depositary, if applicable) as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail (or otherwise as permitted by DTC or approved by the depositary, if applicable), or any defect in such notice or in the mailing (or other method of giving such notice as permitted by DTC or approved by the depositary, as applicable) thereof, to any holder of shares of Non-Cumulative Perpetual Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Non-Cumulative Perpetual Preferred Stock. Each notice of redemption given to a holder shall state: (1) the date fixed for redemption; (2) the number of shares of the Non-Cumulative Perpetual Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the Redemption Price; (4) if the shares of Non-Cumulative Perpetual Preferred Stock are issued in certificated form, the place or places where the certificates evidencing shares of Non-Cumulative Perpetual Preferred Stock are to be surrendered for payment of the Redemption Price; and (5) that dividends on the shares of Non-Cumulative Perpetual Preferred Stock to be redeemed shall cease to accrue on the date fixed for redemption.

(d) Partial Redemption. In case of any redemption of only part of the shares of Non-Cumulative Perpetual Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or by lot. Subject to the provisions hereof, and to the prior approval of the Federal Reserve or other applicable Appropriate Federal Banking Agency, the Board or any duly authorized committee thereof shall have full power and authority to prescribe

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the terms and conditions upon which shares of Non-Cumulative Perpetual Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate (if the shares of Non-Cumulative Perpetual Preferred Stock are issued in certificated form) are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the date fixed for redemption specified in the notice, all funds necessary for the redemption have been deposited by the Corporation, separate and apart from its other assets, in trust for the benefit of the holders of the shares of Non-Cumulative Perpetual Preferred Stock called for redemption, with a bank or trust company doing business in the Borough of Manhattan, City of New York, and having a capital and surplus of at least $500 million and selected by the Board, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate (if the shares of Non-Cumulative Perpetual Preferred Stock are issued in certificated form) for any share so called for redemption has not been surrendered for cancellation, whether or not the shares of Non-Cumulative Perpetual Preferred Stock are issued in certificated form, on and after the date fixed for redemption dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such date fixed for redemption cease and terminate, except only the right of the holders thereof to receive the Redemption Price from such bank or trust company out of the funds so deposited, without interest. The Corporation shall then be entitled to receive, from time to time, from the date fixed for redemption any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the date fixed for redemption shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the shares of Non-Cumulative Perpetual Preferred Stock called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest thereon.

(f) Status of Redeemed Shares. Shares of Non-Cumulative Perpetual Preferred Stock that are redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock, provided that any such cancelled shares of Non-Cumulative Perpetual Preferred Stock may be reissued only as shares of any class or series of Preferred Stock other than Non-Cumulative Perpetual Preferred Stock.

Section 6. No Conversion Rights. Holders of shares of Non-Cumulative Perpetual Preferred Stock shall have no right to exchange or convert such shares into any other class or series of the Corporation’s securities.

Section 7. Voting Rights.

(a) General. The holders of Non-Cumulative Perpetual Preferred Stock shall not have any voting rights except as set forth below or as required by law.

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(b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on the shares of Non-Cumulative Perpetual Preferred Stock or Voting Parity Stock have not been paid for an aggregate amount equal to the amount of dividends payable on the Non-Cumulative Perpetual Preferred Stock for six or more Dividend Periods, whether or not consecutive (a “Nonpayment Event”), the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Non-Cumulative Perpetual Preferred Stock, with holders of any Voting Parity Stock outstanding at the time, voting together as a class based on respective liquidation preferences, shall have the right to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Corporation’s next annual meeting of shareholders (or at a special meeting called for that purpose prior to such next annual meeting (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders, in which event such election shall be held at such next annual or special meeting of shareholders)) and at each subsequent annual meeting of shareholders until all full dividends have been declared and paid on the Non-Cumulative Perpetual Preferred Stock and all Voting Parity Stock then outstanding for at least four consecutive Dividend Periods after the Nonpayment Event, except as provided by law, subject to revesting in the event of each and every subsequent Nonpayment Event. When dividends have been declared and paid in full on the Non-Cumulative Perpetual Preferred Stock for at least four consecutive Dividend Periods after a Nonpayment Event, then the right of the holders of Non-Cumulative Perpetual Preferred Stock to elect the Preferred Stock Directors shall cease (but subject always to re-vesting of such voting rights in the case of any future Nonpayment Event), and the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the Corporation’s authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause by a majority of the outstanding shares of Non-Cumulative Perpetual Preferred Stock and any Voting Parity Stock, voting together as a class. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose, by means of written consent, a successor who shall hold office for the unexpired term in respect of which such vacancy occurred, or if none remains in office, by a vote of the holders of a majority of the outstanding shares of Non-Cumulative Perpetual Preferred Stock and any Voting Parity Stock, voting together as a class.

(c) Class Voting Rights as to Particular Matters. So long as any shares of Non-Cumulative Perpetual Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by law or by the Articles, the vote or consent of the holders of at least 66 2/3% of the shares of the Non-Cumulative Perpetual Preferred Stock at the time outstanding, voting as a single class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock. Any amendment or alteration of the Articles, including the Articles of Designation, to create, issue, authorize or increase the authorized amount of any class or series of capital stock of the Corporation ranking senior to the Non-Cumulative Perpetual Preferred Stock with respect to payment of dividends or as to distributions upon the liquidation, distribution or winding-up of the Corporation, or to issue any obligation or security convertible into, exchangeable for or evidencing the right to purchase any such class or series of capital stock;

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(ii) Amendment, Alteration or Repeal of Non-Cumulative Perpetual Preferred Stock. Any amendment, alteration or repeal of the Articles or the Articles of Designation so as to adversely affect the special powers, preferences, privileges or rights of the Non-Cumulative Perpetual Preferred Stock, taken as a whole; or

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Non-Cumulative Perpetual Preferred Stock, the sale, conveyance, exchange or transfer of all or substantially all of the assets or business of the Corporation or a merger or consolidation of the Corporation with or into another entity, unless in each case the shares of Non-Cumulative Perpetual Preferred Stock (x) remain outstanding or (y) are converted into or exchanged for preference securities of the surviving entity or any entity controlling such surviving entity and such new preference securities have terms that are not materially less favorable then the Non-Cumulative Perpetual Preferred Stock immediately prior to such consummation;

provided, however, that for all purposes of this Section 7(c), the authorization, creation and issuance, or an increase in the authorized or issued amount of, Junior Stock or any class or series of capital stock, or any securities convertible into or exchangeable or exercisable for Junior Stock or any class or series of capital stock, that by its terms expressly provides that it ranks pari passu with the Non-Cumulative Perpetual Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and as to distributions upon the liquidation, dissolution or winding-up of the Corporation shall not be deemed to adversely affect the special powers, preferences, privileges or rights, and shall not require the affirmative vote or consent of, the holders of any outstanding shares of Non-Cumulative Perpetual Preferred Stock.

(d) Changes after Provision for Redemption. No vote or consent of the holders of Non-Cumulative Perpetual Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Non-Cumulative Perpetual Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(e) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Non-Cumulative Perpetual Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such meeting or such consents shall be governed by any rules that the Board or any duly authorized committee of the Board, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Articles, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which the Non-Cumulative Perpetual Preferred Stock (or interests in the Non-Cumulative Perpetual Preferred Stock including depositary receipts) is listed or traded at the time.

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Section 8. No Preemptive Rights. No share of Non-Cumulative Perpetual Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 9. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Non-Cumulative Perpetual Preferred Stock may deem and treat the record holder of any share of Non-Cumulative Perpetual Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

Section 10. Notices. All notices or communications in respect of Non-Cumulative Perpetual Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or by such other method approved by the depositary, in its reasonable discretion, and, with respect to any redemption thereof, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, or if given in such other manner as may be permitted in these Articles of Designation, in the Articles or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Non-Cumulative Perpetual Preferred Stock are issued in book-entry form through DTC or any similar facility, such notices may be given to the holders of Non-Cumulative Perpetual Preferred Stock in any manner permitted by DTC or such facility.

Section 11. Certificates. The Corporation may at its option issue shares of Non-Cumulative Perpetual Preferred Stock without certificates. If certificated, the Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.

Section 12. Other Rights. The shares of Non-Cumulative Perpetual Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Articles or as provided by applicable law.

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

SARBANES-OXLEY ACT SECTION 302

I, Vincent J. Delie, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2013 of F.N.B. 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 controls 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 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 8, 2013	/s/ Vincent J. Delie, Jr.
	Vincent J. Delie, Jr.
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

SARBANES-OXLEY ACT SECTION 302

I, Vincent J. Calabrese, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2013 of F.N.B. 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 controls 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 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 8, 2013	/s/ Vincent J. Calabrese, Jr.
	Vincent J. Calabrese, Jr.
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

SARBANES-OXLEY ACT SECTION 906

Pursuant to Section 1350 of Title 18 of the United States Code, I, Vincent J. Delie, Jr., President and Chief Executive Officer of F.N.B. Corporation (the “Company”), hereby certify that, to the best of my knowledge:

1. The Company’s Form 10-Q Quarterly Report for the period ended September 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2013	/s/ Vincent J. Delie, Jr.
	Vincent J. Delie, Jr.
	President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

SARBANES-OXLEY ACT SECTION 906

Pursuant to Section 1350 of Title 18 of the United States Code, I, Vincent J. Calabrese, Jr., Chief Financial Officer of F.N.B. Corporation (the “Company”), hereby certify that, to the best of my knowledge:

1. The Company’s Form 10-Q Quarterly Report for the period ended September 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2013	/s/ Vincent J. Calabrese, Jr.
	Vincent J. Calabrese, Jr.
	Chief Financial Officer

XML

Stock Incentive Plans - Components of Restricted Stock Awards (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested awards	1,604,017	1,913,073	1,870,940	1,846,115
Unrecognized compensation expense	$ 5,786
Intrinsic value	19,457
Weighted average remaining life (in years)	2 years 3 months 26 days
Service-Based Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested awards	425,378
Unrecognized compensation expense	1,980
Intrinsic value	5,160
Weighted average remaining life (in years)	2 years 2 months 27 days
Performance-Based Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested awards	1,178,639
Unrecognized compensation expense	3,806
Intrinsic value	$ 14,297
Weighted average remaining life (in years)	2 years 4 months 6 days

XML

Junior Subordinated Debt - Junior Subordinated Debt Trusts (Detail) (USD $) In Thousands, unless otherwise specified			9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 F.N.B. Statutory Trust I [Member]	Sep. 30, 2013 F.N.B. Statutory Trust II [Member]	Sep. 30, 2013 Omega Financial Capital Trust I [Member]	Sep. 30, 2013 Sun Bancorp Statutory Trust I [Member]	Sep. 30, 2013 Annapolis Bancorp Statutory Trust One[Member]
Subordinated Borrowing [Line Items]
Trust Preferred Securities	$ 189,000		$ 110,000	$ 21,500	$ 36,000	$ 16,500	$ 5,000
Common Securities	6,311		3,866	665	1,114	511	155
Junior subordinated debt	$ 194,213	$ 204,019	$ 113,866	$ 22,165	$ 36,016	$ 17,011	$ 5,155
Stated Maturity Date			Mar. 31, 2033	Jun. 15, 2036	Oct. 18, 2034	Feb. 22, 2031	Mar. 26, 2033
Interest Rate			3.52%	1.90%	2.46%	10.20%	3.40%
Description of variable rate			Variable; LIBOR + 325 basis points (bps)	Variable; LIBOR + 165 bps	Variable; LIBOR + 219 bps	Fixed	Variable; LIBOR + 315 bps
Basis points			3.25%	1.65%	2.19%		3.15%

XML

Derivative Instruments - Offsetting of Derivative Assets And Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Derivative [Line Items]
Gross Amount	$ 38,042	$ 58,008
Gross Amounts Offset in the Balance Sheet, Derivative Assets
Net Amount Presented in the Balance Sheet	38,042	58,008
Gross Amount	44,472	58,150
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities
Net Amount Presented in the Balance Sheet	44,472	58,150
Derivative Assets Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Gross Amount	1,846
Net Amount Presented in the Balance Sheet	2,243
Derivative Assets Subject to Master Netting Arrangement [Member] | Interest Rate Contracts [Member]
Derivative [Line Items]
Gross Amount	2,225
Gross Amounts Offset in the Balance Sheet, Derivative Assets
Net Amount Presented in the Balance Sheet	2,225
Derivative Assets Subject to Master Netting Arrangement [Member] | Equity Contracts [Member]
Derivative [Line Items]
Gross Amount	18	16
Gross Amounts Offset in the Balance Sheet, Derivative Assets
Net Amount Presented in the Balance Sheet	18	16
Derivative Assets Not Subject to Master Netting Arrangement [Member] | Interest Rate Contracts [Member]
Derivative [Line Items]
Gross Amount	35,799	57,992
Gross Amounts Offset in the Balance Sheet, Derivative Assets
Net Amount Presented in the Balance Sheet	35,799	57,992
Derivative Liabilities Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Gross Amount	38,921	55,901
Net Amount Presented in the Balance Sheet	43,045	58,134
Derivative Liabilities Subject to Master Netting Arrangement [Member] | Interest Rate Contracts [Member]
Derivative [Line Items]
Gross Amount	43,045	58,134
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities
Net Amount Presented in the Balance Sheet	43,045	58,134
Derivative Liabilities Not Subject to Master Netting Arrangement [Member] | Interest Rate Contracts [Member]
Derivative [Line Items]
Gross Amount	1,409
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities
Net Amount Presented in the Balance Sheet	1,409
Derivative Liabilities Not Subject to Master Netting Arrangement [Member] | Equity Contracts [Member]
Derivative [Line Items]
Gross Amount	18	16
Gross Amounts Offset in the Balance Sheet, Derivative Liabilities
Net Amount Presented in the Balance Sheet	$ 18	$ 16

XML

Comprehensive Income - Components of Comprehensive Income, Net of Related Tax (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Components Of Comprehensive Income [Abstract]
Unrealized gains (losses) on securities, Arising during the period, tax (benefit) expense	$ (2,635)	$ 1,061	$ (8,835)	$ 3,112
Unrealized gains (losses) on securities, Reclassification adjustment for (losses) gains included in net income, tax expense	2	(65)	260	247
Unrealized gains (losses) on derivative instruments, tax benefit	239		(2,215)
Unrealized gains associated with pension and postretirement benefits, tax benefit	$ 194	$ 161	$ 569	$ 461

XML

Business Segments - Financial Information for Segments of Corporation (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Segment Reporting Information [Line Items]
Interest income	$ 109,790	$ 107,756	$ 322,749	$ 324,328
Interest expense	10,536	14,225	33,653	45,395
Net interest income	99,254	93,531	289,096	278,933
Provision for loan losses	7,280	8,429	22,724	22,028
Non-interest income	32,858	34,813	103,282	99,336
Non-interest expense	81,106	74,840	240,039	235,345
Intangible amortization	2,115	2,242	6,226	6,892
Income tax expense (benefit)	9,977	12,090	34,024	32,549
Net income (loss)	31,634	30,743	89,365	81,455
Total assets	12,790,279	11,984,891	12,790,279	11,984,891	12,023,976
Total intangibles	748,909	717,263	748,909	717,263
Operating Segments [Member] | Community Banking [Member]
Segment Reporting Information [Line Items]
Interest income	98,716	97,364	289,984	293,756
Interest expense	7,552	10,912	24,449	35,130
Net interest income	91,164	86,452	265,535	258,626
Provision for loan losses	5,432	6,826	17,283	17,215
Non-interest income	24,365	25,048	74,118	72,904
Non-interest expense	68,091	61,820	198,395	196,510
Intangible amortization	1,938	2,056	5,694	6,334
Income tax expense (benefit)	9,552	11,456	32,486	31,882
Net income (loss)	30,516	29,342	85,795	79,589
Total assets	12,610,043	11,803,432	12,610,043	11,803,432
Total intangibles	725,389	693,029	725,389	693,029
Operating Segments [Member] | Wealth Management [Member]
Segment Reporting Information [Line Items]
Interest income				4
Net interest income				4
Non-interest income	6,916	6,006	21,294	17,889
Non-interest expense	5,850	4,844	18,338	14,587
Intangible amortization	76	80	228	240
Income tax expense (benefit)	366	396	1,009	1,117
Net income (loss)	624	686	1,719	1,949
Total assets	19,614	19,075	19,614	19,075
Total intangibles	11,084	11,392	11,084	11,392
Operating Segments [Member] | Insurance [Member]
Segment Reporting Information [Line Items]
Interest income	27	27	82	85
Net interest income	27	27	82	85
Non-interest income	3,222	3,602	10,024	10,072
Non-interest expense	2,799	2,947	8,420	8,658
Intangible amortization	101	106	304	318
Income tax expense (benefit)	128	204	497	420
Net income (loss)	221	372	885	761
Total assets	19,788	19,281	19,788	19,281
Total intangibles	10,627	11,033	10,627	11,033
Operating Segments [Member] | Consumer Finance [Member]
Segment Reporting Information [Line Items]
Interest income	9,600	8,860	27,920	25,888
Interest expense	839	869	2,533	2,736
Net interest income	8,761	7,991	25,387	23,152
Provision for loan losses	1,725	1,421	4,930	4,218
Non-interest income	681	590	2,029	1,674
Non-interest expense	4,724	4,829	14,063	14,016
Income tax expense (benefit)	1,145	888	3,234	2,530
Net income (loss)	1,848	1,443	5,189	4,062
Total assets	182,695	170,304	182,695	170,304
Total intangibles	1,809	1,809	1,809	1,809
Parent and Other [Member]
Segment Reporting Information [Line Items]
Interest income	1,447	1,505	4,763	4,595
Interest expense	2,145	2,444	6,671	7,529
Net interest income	(698)	(939)	(1,908)	(2,934)
Provision for loan losses	123	182	511	595
Non-interest income	(2,326)	(433)	(4,183)	(3,203)
Non-interest expense	(358)	400	823	1,574
Income tax expense (benefit)	(1,214)	(854)	(3,202)	(3,400)
Net income (loss)	(1,575)	(1,100)	(4,223)	(4,906)
Total assets	$ (41,861)	$ (27,201)	$ (41,861)	$ (27,201)

XML

BORROWINGS

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

BORROWINGS

BORROWINGS

Following is a summary of short-term borrowings:

	September 30, 2013		December 31, 2012
Securities sold under repurchase agreements	$	834,610	$	807,820
Federal funds purchased		200,000		140,000
Subordinated notes		131,570		135,318
	$	1,166,180	$	1,083,138

Securities sold under repurchase agreements is comprised of customer repurchase agreements, which are sweep accounts with next day maturities utilized by larger commercial customers to earn interest on their funds. Securities are pledged to these customers in an amount equal to the outstanding balance.

Following is a summary of long-term debt:

	September 30, 2013		December 31, 2012
Federal Home Loan Bank advances	$	79	$	88
Subordinated notes		82,457		79,897
Other subordinated debt		8,691		8,850
Convertible debt		580		590
	$	91,807	$	89,425

The Corporation’s banking affiliate has available credit with the FHLB of $3,212,358 of which $79 was used as of September 30, 2013. These advances are secured by loans collateralized by 1-4 family mortgages and FHLB stock and are scheduled to mature in various amounts periodically through the year 2019. Effective interest rates paid on these advances range from 3.78% to 4.19% for the nine months ended September 30, 2013 and for the year ended December 31, 2012.

XML

Securities - Trust Preferred Securities (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013
Schedule Of Securities [Line Items]
TPS, Current Par Value	$ 103,607
TPS, Amortized Cost	43,328
TPS, Fair Value	34,667
TPS, Unrealized Gain (Loss)	(8,661)
TPS, Number of Issuers Currently Performing	876
Single Issuer TPS, Fair Value	5,963
Fair Value	28,704
Pooled TPS P1 [Member]
Schedule Of Securities [Line Items]
Current Par Value	5,500
Amortized Cost	2,571
Fair Value	1,511
Unrealized Gain (Loss)	(1,060)
Number of Issuers Currently Performing	42
Actual Defaults (as a percent of original collateral)	22.00%
Actual Deferrals (as a percent of original collateral)	7.00%
Projected Recovery Rates on Current Deferrals	41.00%
Expected Defaults	18.00%
Class	C1
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P2 [Member]
Schedule Of Securities [Line Items]
Current Par Value	4,889
Amortized Cost	3,073
Fair Value	1,241
Unrealized Gain (Loss)	(1,832)
Number of Issuers Currently Performing	41
Actual Defaults (as a percent of original collateral)	16.00%
Actual Deferrals (as a percent of original collateral)	15.00%
Projected Recovery Rates on Current Deferrals	41.00%
Expected Defaults	15.00%
Class	C1
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P3 [Member]
Schedule Of Securities [Line Items]
Current Par Value	5,561
Amortized Cost	4,357
Fair Value	1,668
Unrealized Gain (Loss)	(2,689)
Number of Issuers Currently Performing	47
Actual Defaults (as a percent of original collateral)	13.00%
Actual Deferrals (as a percent of original collateral)	9.00%
Projected Recovery Rates on Current Deferrals	34.00%
Expected Defaults	16.00%
Class	C1
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P4 [Member]
Schedule Of Securities [Line Items]
Current Par Value	3,994
Amortized Cost	3,120
Fair Value	1,197
Unrealized Gain (Loss)	(1,923)
Number of Issuers Currently Performing	52
Actual Defaults (as a percent of original collateral)	16.00%
Actual Deferrals (as a percent of original collateral)	6.00%
Projected Recovery Rates on Current Deferrals	42.00%
Expected Defaults	16.00%
Class	C1
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P5 [Member]
Schedule Of Securities [Line Items]
Current Par Value	2,000
Amortized Cost	765
Fair Value	364
Unrealized Gain (Loss)	(401)
Number of Issuers Currently Performing	14
Actual Defaults (as a percent of original collateral)	29.00%
Actual Deferrals (as a percent of original collateral)	10.00%
Projected Recovery Rates on Current Deferrals	48.00%
Expected Defaults	11.00%
Class	B3
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P6 [Member]
Schedule Of Securities [Line Items]
Current Par Value	3,028
Amortized Cost	2,497
Fair Value	1,004
Unrealized Gain (Loss)	(1,493)
Number of Issuers Currently Performing	50
Actual Defaults (as a percent of original collateral)	15.00%
Actual Deferrals (as a percent of original collateral)	19.00%
Projected Recovery Rates on Current Deferrals	51.00%
Expected Defaults	10.00%
Class	B1
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P7 [Member]
Schedule Of Securities [Line Items]
Current Par Value	5,048
Amortized Cost	828
Fair Value	875
Unrealized Gain (Loss)	47
Number of Issuers Currently Performing	36
Actual Defaults (as a percent of original collateral)	14.00%
Actual Deferrals (as a percent of original collateral)	22.00%
Projected Recovery Rates on Current Deferrals	37.00%
Expected Defaults	14.00%
Class	C
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P8 [Member]
Schedule Of Securities [Line Items]
Current Par Value	2,011
Amortized Cost	788
Fair Value	336
Unrealized Gain (Loss)	(452)
Number of Issuers Currently Performing	44
Actual Defaults (as a percent of original collateral)	16.00%
Actual Deferrals (as a percent of original collateral)	11.00%
Projected Recovery Rates on Current Deferrals	36.00%
Expected Defaults	17.00%
Class	C
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.42%
Pooled TPS P9 [Member]
Schedule Of Securities [Line Items]
Current Par Value	2,000
Amortized Cost	645
Fair Value	397
Unrealized Gain (Loss)	(248)
Number of Issuers Currently Performing	24
Actual Defaults (as a percent of original collateral)	16.00%
Actual Deferrals (as a percent of original collateral)	13.00%
Projected Recovery Rates on Current Deferrals	43.00%
Expected Defaults	11.00%
Class	A4L
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Total OTTI [Member]
Schedule Of Securities [Line Items]
Current Par Value	34,031
Amortized Cost	18,644
Fair Value	8,593
Unrealized Gain (Loss)	(10,051)
Number of Issuers Currently Performing	350
Actual Defaults (as a percent of original collateral)	17.00%
Actual Deferrals (as a percent of original collateral)	12.00%
Projected Recovery Rates on Current Deferrals	41.00%
Expected Defaults	15.00%
Pooled TPS P10 [Member]
Schedule Of Securities [Line Items]
Current Par Value	5,220
Amortized Cost	1,077
Fair Value	1,434
Unrealized Gain (Loss)	357
Number of Issuers Currently Performing	42
Actual Defaults (as a percent of original collateral)	22.00%
Actual Deferrals (as a percent of original collateral)	7.00%
Projected Recovery Rates on Current Deferrals	41.00%
Expected Defaults	18.00%
Class	C1
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P11 [Member]
Schedule Of Securities [Line Items]
Current Par Value	5,000
Amortized Cost	2,198
Fair Value	2,195
Unrealized Gain (Loss)	(3)
Number of Issuers Currently Performing	41
Actual Defaults (as a percent of original collateral)	16.00%
Actual Deferrals (as a percent of original collateral)	15.00%
Projected Recovery Rates on Current Deferrals	41.00%
Expected Defaults	15.00%
Class	A2A
Lowest Credit Ratings	B+
Excess Subordination (as a percent of current collateral)	47.85%
Pooled TPS P12 [Member]
Schedule Of Securities [Line Items]
Current Par Value	4,781
Amortized Cost	1,317
Fair Value	1,434
Unrealized Gain (Loss)	117
Number of Issuers Currently Performing	47
Actual Defaults (as a percent of original collateral)	13.00%
Actual Deferrals (as a percent of original collateral)	9.00%
Projected Recovery Rates on Current Deferrals	34.00%
Expected Defaults	16.00%
Class	C1
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P13 [Member]
Schedule Of Securities [Line Items]
Current Par Value	5,260
Amortized Cost	1,278
Fair Value	1,576
Unrealized Gain (Loss)	298
Number of Issuers Currently Performing	52
Actual Defaults (as a percent of original collateral)	16.00%
Actual Deferrals (as a percent of original collateral)	6.00%
Projected Recovery Rates on Current Deferrals	42.00%
Expected Defaults	16.00%
Class	C1
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P14 [Member]
Schedule Of Securities [Line Items]
Current Par Value	5,190
Amortized Cost	1,063
Fair Value	1,166
Unrealized Gain (Loss)	103
Number of Issuers Currently Performing	58
Actual Defaults (as a percent of original collateral)	15.00%
Actual Deferrals (as a percent of original collateral)	12.00%
Projected Recovery Rates on Current Deferrals	36.00%
Expected Defaults	17.00%
Class	C1
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P15 [Member]
Schedule Of Securities [Line Items]
Current Par Value	3,206
Amortized Cost	408
Fair Value	639
Unrealized Gain (Loss)	231
Number of Issuers Currently Performing	43
Actual Defaults (as a percent of original collateral)	19.00%
Actual Deferrals (as a percent of original collateral)	7.00%
Projected Recovery Rates on Current Deferrals	28.00%
Expected Defaults	16.00%
Class	C1
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P16 [Member]
Schedule Of Securities [Line Items]
Current Par Value	3,339
Amortized Cost	651
Fair Value	673
Unrealized Gain (Loss)	22
Number of Issuers Currently Performing	36
Actual Defaults (as a percent of original collateral)	15.00%
Actual Deferrals (as a percent of original collateral)	12.00%
Projected Recovery Rates on Current Deferrals	28.00%
Expected Defaults	15.00%
Class	C
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P17 [Member]
Schedule Of Securities [Line Items]
Current Par Value	2,069
Amortized Cost	672
Fair Value	673
Unrealized Gain (Loss)	1
Number of Issuers Currently Performing	32
Actual Defaults (as a percent of original collateral)	13.00%
Actual Deferrals (as a percent of original collateral)	21.00%
Projected Recovery Rates on Current Deferrals	40.00%
Expected Defaults	12.00%
Class	B
Lowest Credit Ratings	Ca
Excess Subordination (as a percent of current collateral)	18.75%
Pooled TPS P18 [Member]
Schedule Of Securities [Line Items]
Current Par Value	5,000
Amortized Cost	2,228
Fair Value	2,905
Unrealized Gain (Loss)	677
Number of Issuers Currently Performing	20
Actual Defaults (as a percent of original collateral)	0.00%
Actual Deferrals (as a percent of original collateral)	8.00%
Projected Recovery Rates on Current Deferrals	10.00%
Expected Defaults	15.00%
Class	B2
Lowest Credit Ratings	CCC
Excess Subordination (as a percent of current collateral)	37.52%
Pooled TPS P19 [Member]
Schedule Of Securities [Line Items]
Current Par Value	4,070
Amortized Cost	963
Fair Value	1,340
Unrealized Gain (Loss)	377
Number of Issuers Currently Performing	44
Actual Defaults (as a percent of original collateral)	16.00%
Actual Deferrals (as a percent of original collateral)	11.00%
Projected Recovery Rates on Current Deferrals	36.00%
Expected Defaults	17.00%
Class	B
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.52%
Pooled TPS P20 [Member]
Schedule Of Securities [Line Items]
Current Par Value	3,304
Amortized Cost	1,983
Fair Value	2,037
Unrealized Gain (Loss)	54
Number of Issuers Currently Performing	46
Actual Defaults (as a percent of original collateral)	21.00%
Actual Deferrals (as a percent of original collateral)	6.00%
Projected Recovery Rates on Current Deferrals	35.00%
Expected Defaults	15.00%
Class	A1
Lowest Credit Ratings	BB-
Excess Subordination (as a percent of current collateral)	54.24%
Pooled TPS P21 [Member]
Schedule Of Securities [Line Items]
Current Par Value	5,000
Amortized Cost	1,307
Fair Value	1,209
Unrealized Gain (Loss)	(98)
Number of Issuers Currently Performing	15
Actual Defaults (as a percent of original collateral)	18.00%
Actual Deferrals (as a percent of original collateral)	6.00%
Projected Recovery Rates on Current Deferrals	49.00%
Expected Defaults	11.00%
Class	B
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P22 [Member]
Schedule Of Securities [Line Items]
Current Par Value	5,531
Amortized Cost	1,386
Fair Value	1,399
Unrealized Gain (Loss)	13
Number of Issuers Currently Performing	23
Actual Defaults (as a percent of original collateral)	15.00%
Actual Deferrals (as a percent of original collateral)	12.00%
Projected Recovery Rates on Current Deferrals	42.00%
Expected Defaults	11.00%
Class	C1
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Pooled TPS P23 [Member]
Schedule Of Securities [Line Items]
Current Par Value	5,606
Amortized Cost	1,276
Fair Value	1,431
Unrealized Gain (Loss)	155
Number of Issuers Currently Performing	23
Actual Defaults (as a percent of original collateral)	16.00%
Actual Deferrals (as a percent of original collateral)	10.00%
Projected Recovery Rates on Current Deferrals	44.00%
Expected Defaults	11.00%
Class	C1
Lowest Credit Ratings	C
Excess Subordination (as a percent of current collateral)	0.00%
Total Not OTTI [Member]
Schedule Of Securities [Line Items]
Current Par Value	62,576
Amortized Cost	17,807
Fair Value	20,111
Unrealized Gain (Loss)	2,304
Number of Issuers Currently Performing	522
Actual Defaults (as a percent of original collateral)	16.00%
Actual Deferrals (as a percent of original collateral)	10.00%
Projected Recovery Rates on Current Deferrals	36.00%
Expected Defaults	15.00%
Total Pooled TPS [Member]
Schedule Of Securities [Line Items]
Current Par Value	96,607
Amortized Cost	36,451
Fair Value	28,704
Unrealized Gain (Loss)	(7,747)
Number of Issuers Currently Performing	872
Actual Defaults (as a percent of original collateral)	16.00%
Actual Deferrals (as a percent of original collateral)	11.00%
Projected Recovery Rates on Current Deferrals	38.00%
Expected Defaults	15.00%
Single Issuer TPS S1 [Member]
Schedule Of Securities [Line Items]
Single Issuer TPS, Current Par Value	2,000
Single Issuer TPS, Amortized Cost	1,954
Single Issuer TPS, Fair Value	1,600
Single Issuer TPS, Unrealized Gain (Loss)	(354)
Lowest Credit Ratings	BB
Single Issuer TPS, Number of Issuers Currently Performing	1
Single Issuer TPS S2 [Member]
Schedule Of Securities [Line Items]
Single Issuer TPS, Current Par Value	2,000
Single Issuer TPS, Amortized Cost	1,924
Single Issuer TPS, Fair Value	1,620
Single Issuer TPS, Unrealized Gain (Loss)	(304)
Lowest Credit Ratings	BBB
Single Issuer TPS, Number of Issuers Currently Performing	1
Single Issuer TPS S3 [Member]
Schedule Of Securities [Line Items]
Single Issuer TPS, Current Par Value	2,000
Single Issuer TPS, Amortized Cost	2,000
Single Issuer TPS, Fair Value	1,943
Single Issuer TPS, Unrealized Gain (Loss)	(57)
Lowest Credit Ratings	B+
Single Issuer TPS, Number of Issuers Currently Performing	1
Single Issuer TPS S4 [Member]
Schedule Of Securities [Line Items]
Single Issuer TPS, Current Par Value	1,000
Single Issuer TPS, Amortized Cost	999
Single Issuer TPS, Fair Value	800
Single Issuer TPS, Unrealized Gain (Loss)	(199)
Lowest Credit Ratings	BB
Single Issuer TPS, Number of Issuers Currently Performing	1
Single Issuer TPS [Member]
Schedule Of Securities [Line Items]
Single Issuer TPS, Current Par Value	7,000
Single Issuer TPS, Amortized Cost	6,877
Single Issuer TPS, Fair Value	5,963
Single Issuer TPS, Unrealized Gain (Loss)	$ (914)
Single Issuer TPS, Number of Issuers Currently Performing	4

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Interest Income
Loans, including fees	$ 97,499	$ 94,545	$ 286,156	$ 282,720
Securities:
Taxable	10,888	11,470	32,141	36,022
Nontaxable	1,377	1,682	4,336	5,083
Dividends	13	12	71	361
Other	13	47	45	142
Total Interest Income	109,790	107,756	322,749	324,328
Interest Expense
Deposits	6,895	10,205	22,503	32,776
Short-term borrowings	1,122	1,182	3,304	3,961
Long-term debt	719	860	2,268	2,702
Junior subordinated debt	1,800	1,978	5,578	5,956
Total Interest Expense	10,536	14,225	33,653	45,395
Net Interest Income	99,254	93,531	289,096	278,933
Provision for loan losses	7,280	8,429	22,724	22,028
Net Interest Income After Provision for Loan Losses	91,974	85,102	266,372	256,905
Non-Interest Income
Impairment losses on securities		(440)		(440)
Non-credit related losses on securities not expected to be sold (recognized in other comprehensive income)		321		321
Net impairment losses on securities		(119)		(119)
Service charges	16,512	17,666	51,703	52,419
Insurance commissions and fees	4,088	4,578	12,619	12,632
Securities commissions and fees	2,575	2,102	8,365	6,143
Trust fees	4,176	3,783	12,428	11,359
Net securities gains (losses)	5	(66)	757	302
Gain on sale of residential mortgage loans	899	1,176	2,942	2,696
Bank owned life insurance	1,635	1,671	5,161	4,809
Other	2,968	4,022	9,307	9,095
Total Non-Interest Income	32,858	34,813	103,282	99,336
Non-Interest Expense
Salaries and employee benefits	45,155	41,579	132,261	127,255
Net occupancy	6,132	5,840	19,669	18,624
Equipment	6,415	5,728	18,013	16,598
Amortization of intangibles	2,115	2,242	6,226	6,892
Outside services	7,565	7,048	23,332	20,725
FDIC insurance	3,161	2,014	8,197	6,172
Merger related	913	88	4,211	7,399
Other	11,765	12,543	34,356	38,572
Total Non-Interest Expense	83,221	77,082	246,265	242,237
Income Before Income Taxes	41,611	42,833	123,389	114,004
Income taxes	9,977	12,090	34,024	32,549
Net Income	31,634	30,743	89,365	81,455
Net Income per Share - Basic	$ 0.22	$ 0.22	$ 0.63	$ 0.59
Net Income per Share - Diluted	$ 0.22	$ 0.22	$ 0.62	$ 0.58
Cash Dividends per Share	$ 0.12	$ 0.12	$ 0.36	$ 0.36
Comprehensive Income	$ 27,540	$ 33,132	$ 69,418	$ 87,631

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USE OF ESTIMATES

9 Months Ended

Sep. 30, 2013

Text Block [Abstract]

USE OF ESTIMATES

USE OF ESTIMATES

The accounting and reporting policies of the Corporation conform with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Material estimates that are particularly susceptible to significant changes include the allowance for loan losses, securities valuations, goodwill and other intangible assets and income taxes.

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COMPREHENSIVE INCOME

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

COMPREHENSIVE INCOME

COMPREHENSIVE INCOME

The components of comprehensive income, net of related tax, are as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2013			2012		2013			2012
Net income	$	31,634		$	30,743	$	89,365		$	81,455
Other comprehensive income (loss):
Unrealized gains (losses) on securities:
Arising during the period, net of tax (benefit) expense of $(2,635), $1,061, $(8,835) and $3,112		(4,894	)		1,970		(16,408	)		5,779
Less: reclassification adjustment for (losses) gains included in net income, net of tax (benefit) expense of $2, $(65), $260 and $247		(3	)		120		(483	)		(459	)
Unrealized gains (losses) on derivative instruments, net of tax expense (benefit) of $239 and $(2,215)		443			—		(4,113	)		—
Unrealized gains associated with pension and postretirement benefits, net of tax expense of $194, $161, $569 and $461		360			299		1,057			856
Other comprehensive income (loss)		(4,094	)		2,389		(19,947	)		6,176
Comprehensive income	$	27,540		$	33,132	$	69,418		$	87,631

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

	Unrealized Net Gains (Losses) on Securities Available for Sale			Non-Credit Related Loss on Debt Securities not Expected to be Sold			Unrealized Losses on Derivative Instruments			Unrecognized Pension and Postretirement Obligations			Total
Nine Months Ended September 30, 2013
Balance at beginning of period	$	9,269		$	(8,039	)	$	(171	)	$	(47,283	)	$	(46,224	)
Other comprehensive income (loss) before reclassifications		(17,914	)		1,506			(4,113	)		1,057			(19,464	)
Amounts reclassified from accumulated other comprehensive income		(483	)		—			—			—			(483	)
Net current period other comprehensive income (loss)		(18,397	)		1,506			(4,113	)		1,057			(19,947	)
Balance at end of period	$	(9,128	)	$	(6,533	)	$	(4,284	)	$	(46,226	)	$	(66,171	)

The following table presents a summary of the reclassifications out of accumulated other comprehensive income:

Nine Months Ended September 30, 2013

Details About Accumulated Other Comprehensive Income Component	Amount Reclassified from Other Comprehensive Income			Affected Line Item in the Statement where Net Income is Presented
Unrealized net gains on securities available for sale (1)	$	(743	)	Net securities gains
		(260	)	Tax expense
	$	(483	)

(1) For additional detail related to unrealized net gains on securities available for sale and related amounts reclassified from accumulated other comprehensive income see the “Securities” note in this Report.

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Loans and Allowance for Loan Losses - Summary of Composition of Total TDRs (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings ("TDRs")	$ 39,539	$ 39,920
Performing [Member]
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings ("TDRs")	10,102	12,659
Non-Performing [Member]
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings ("TDRs")	17,252	14,876
Non-Accrual [Member]
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings ("TDRs")	$ 12,185	$ 12,385

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Loans and Allowance for Loan Losses - Summary of Loans, Net of Unearned Income (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	$ 8,836,905	$ 8,137,719
Commercial Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	2,920,808	2,707,046
Commercial and Industrial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	1,755,235	1,602,314
Commercial Leases [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	141,714	130,133
Commercial Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	4,817,757	4,439,493
Direct Installment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	1,408,539	1,178,530
Residential Mortgages [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	1,031,805	1,092,228
Indirect Installment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	638,312	582,037
Consumer Lines of Credit [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	887,981	805,494
Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	52,511	39,937
Originated Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	7,887,235	7,237,391
Originated Loans [Member] | Commercial Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	2,548,278	2,448,471
Originated Loans [Member] | Commercial and Industrial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	1,689,467	1,555,301
Originated Loans [Member] | Commercial Leases [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	141,714	130,133
Originated Loans [Member] | Commercial Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	4,379,459	4,133,905
Originated Loans [Member] | Direct Installment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	1,349,804	1,108,865
Originated Loans [Member] | Residential Mortgages [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	669,978	653,826
Originated Loans [Member] | Indirect Installment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	631,030	568,324
Originated Loans [Member] | Consumer Lines of Credit [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	804,453	732,534
Originated Loans [Member] | Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	52,511	39,937
Acquired Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	949,670	900,328
Acquired Loans [Member] | Commercial Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	372,530	258,575
Acquired Loans [Member] | Commercial and Industrial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	65,768	47,013
Acquired Loans [Member] | Commercial Leases [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income
Acquired Loans [Member] | Commercial Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	438,298	305,588
Acquired Loans [Member] | Direct Installment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	58,735	69,665
Acquired Loans [Member] | Residential Mortgages [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	361,827	438,402
Acquired Loans [Member] | Indirect Installment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	7,282	13,713
Acquired Loans [Member] | Consumer Lines of Credit [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	83,528	72,960
Acquired Loans [Member] | Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income

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JUNIOR SUBORDINATED DEBT

9 Months Ended

Sep. 30, 2013

Text Block [Abstract]

JUNIOR SUBORDINATED DEBT

JUNIOR SUBORDINATED DEBT

The Corporation has five unconsolidated subsidiary trusts (collectively, the Trusts): F.N.B. Statutory Trust I, F.N.B. Statutory Trust II, Omega Financial Capital Trust I, Sun Bancorp Statutory Trust I and Annapolis Bancorp Statutory Trust I. One hundred percent of the common equity of each Trust is owned by the Corporation. The Trusts were formed for the purpose of issuing Corporation-obligated mandatorily redeemable capital securities (TPS) to third-party investors. The proceeds from the sale of TPS and the issuance of common equity by the Trusts were invested in junior subordinated debt securities (subordinated debt) issued by the Corporation, which are the sole assets of each Trust. Since third-party investors are the primary beneficiaries, the Trusts are not consolidated in the Corporation’s financial statements. The Trusts pay dividends on the TPS at the same rate as the distributions paid by the Corporation on the junior subordinated debt held by the Trusts. Annapolis Bancorp Statutory Trust I was acquired in conjunction with the ANNB acquisition completed on April 6, 2013. Omega Financial Capital Trust I and Sun Bancorp Statutory Trust I were acquired as a result of a previous acquisition.

Distributions on the subordinated debt issued to the Trusts are recorded as interest expense by the Corporation. The TPS are subject to mandatory redemption, in whole or in part, upon repayment of the subordinated debt. The TPS are eligible for redemption, at any time, at the Corporation’s discretion. The subordinated debt, net of the Corporation’s investment in the Trusts, qualifies as Tier 1 capital under the Board of Governors of the Federal Reserve System (FRB) guidelines. Under recently issued capital guidelines, these TPS obligations are subject to limitations when total assets of the Corporation exceed $15,000,000. The Corporation has entered into agreements which, when taken collectively, fully and unconditionally guarantee the obligations under the TPS subject to the terms of each of the guarantees.

During the second quarter of 2013, $15,000 of the Corporation-issued TPS was repurchased at a discount and the related debt extinguished. This $15,000 was opportunistically purchased at auction and represents a portion of the underlying collateral of a pooled TPS that was liquidated by the trustee. The regulatory capital ratios at September 30, 2013 reflect this $15,000 debt extinguishment of TPS.

The following table provides information relating to the Trusts as of September 30, 2013:

	Trust Preferred Securities		Common Securities		Junior Subordinated Debt		Stated Maturity Date		Interest Rate
F.N.B. Statutory Trust I	$	110,000	$	3,866	$	113,866		3/31/33		3.52	%	Variable; LIBOR + 325 basis points (bps)
F.N.B. Statutory Trust II		21,500		665		22,165		6/15/36		1.90	%	Variable; LIBOR + 165 bps
Omega Financial Capital Trust I		36,000		1,114		36,016		10/18/34		2.46	%	Variable; LIBOR + 219 bps
Sun Bancorp Statutory Trust I		16,500		511		17,011		2/22/31		10.20	%	Fixed
Annapolis Bancorp Statutory Trust I		5,000		155		5,155		3/26/33		3.40	%	Variable; LIBOR + 315 bps
	$	189,000	$	6,311	$	194,213

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Stock Incentive Plans - Summary of Information Concerning Stock Option Awards (Detail) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Weighted Average Exercise Price, Options outstanding at beginning of period	$ 13.21	$ 14.93
Weighted Average Exercise Price, Assumed from acquisition	$ 7.92	$ 10.41
Weighted Average Exercise Price, Exercised	$ 8.90	$ 8.80
Weighted Average Exercise Price, Forfeited	$ 15.10	$ 13.74
Weighted Average Exercise Price, Options outstanding and exercisable at end of period	$ 11.65	$ 12.99
Shares, Options outstanding at beginning of period	640,050	586,020
Shares, Assumed from acquisition	19,223	627,808
Shares, Exercised	(36,647)	(174,565)
Shares, Forfeited	(298,150)	(329,477)
Shares, Options outstanding and exercisable at end of period	324,476	709,786

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Securities - Gross Gains and Gross Losses Realized on Sales of Securities (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Investments Debt And Equity Securities [Abstract]
Gross gains	$ 5	$ 355	$ 1,120	$ 1,151
Gross losses		(421)	(363)	(849)
Total	$ 5	$ (66)	$ 757	$ 302

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Derivative Instruments - Derivative Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	$ 44,472	$ 58,150
Gross Amount Not Offset in the Balance Sheet Financial Instruments, Derivative Liabilities	44,472	58,150
Derivative Liabilities Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	43,045	58,134
Gross Amount Not Offset in the Balance Sheet Financial Instruments, Derivative Liabilities	38,921	55,901
Gross Amount Not Offset in the Balance Sheet Cash Collateral Pledged, Derivative Liabilities	1,513
Net Amount, Derivative Liabilities	2,611	2,233
Counterparty A [Member] | Derivative Liabilities Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	5,528	8,393
Gross Amount Not Offset in the Balance Sheet Financial Instruments, Derivative Liabilities	5,528	8,393
Gross Amount Not Offset in the Balance Sheet Cash Collateral Pledged, Derivative Liabilities
Net Amount, Derivative Liabilities
Counterparty B [Member] | Derivative Liabilities Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	3,714	5,601
Gross Amount Not Offset in the Balance Sheet Financial Instruments, Derivative Liabilities	3,612	5,601
Gross Amount Not Offset in the Balance Sheet Cash Collateral Pledged, Derivative Liabilities
Net Amount, Derivative Liabilities	102
Counterparty C [Member] | Derivative Liabilities Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	1,589	2,145
Gross Amount Not Offset in the Balance Sheet Financial Instruments, Derivative Liabilities	1,589	2,145
Gross Amount Not Offset in the Balance Sheet Cash Collateral Pledged, Derivative Liabilities
Net Amount, Derivative Liabilities
Counterparty D [Member] | Derivative Liabilities Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	10,131	12,354
Gross Amount Not Offset in the Balance Sheet Financial Instruments, Derivative Liabilities	10,131	12,354
Gross Amount Not Offset in the Balance Sheet Cash Collateral Pledged, Derivative Liabilities
Net Amount, Derivative Liabilities
Counterparty E [Member] | Derivative Liabilities Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	6,069	8,846
Gross Amount Not Offset in the Balance Sheet Financial Instruments, Derivative Liabilities	6,069	8,846
Gross Amount Not Offset in the Balance Sheet Cash Collateral Pledged, Derivative Liabilities
Net Amount, Derivative Liabilities
Counterparty F [Member] | Derivative Liabilities Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	25	353
Gross Amount Not Offset in the Balance Sheet Financial Instruments, Derivative Liabilities	25	282
Gross Amount Not Offset in the Balance Sheet Cash Collateral Pledged, Derivative Liabilities
Net Amount, Derivative Liabilities		71
Counterparty G [Member] | Derivative Liabilities Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	5,213	5,497
Gross Amount Not Offset in the Balance Sheet Financial Instruments, Derivative Liabilities	5,213	5,497
Gross Amount Not Offset in the Balance Sheet Cash Collateral Pledged, Derivative Liabilities
Net Amount, Derivative Liabilities
Counterparty H [Member] | Derivative Liabilities Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	2,634	3,937
Gross Amount Not Offset in the Balance Sheet Financial Instruments, Derivative Liabilities	125	1,775
Gross Amount Not Offset in the Balance Sheet Cash Collateral Pledged, Derivative Liabilities
Net Amount, Derivative Liabilities	2,509	2,162
Counterparty I [Member] | Derivative Liabilities Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	6,629	11,008
Gross Amount Not Offset in the Balance Sheet Financial Instruments, Derivative Liabilities	6,629	11,008
Gross Amount Not Offset in the Balance Sheet Cash Collateral Pledged, Derivative Liabilities
Net Amount, Derivative Liabilities
Counterparty J [Member] | Derivative Liabilities Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	1,513
Gross Amount Not Offset in the Balance Sheet Financial Instruments, Derivative Liabilities
Gross Amount Not Offset in the Balance Sheet Cash Collateral Pledged, Derivative Liabilities	1,513
Net Amount, Derivative Liabilities

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Loans and Allowance for Loan Losses - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	$ 8,836,905		$ 8,137,719
Outstanding contractual balance receivable of acquired loans	1,011,890		949,862
Commercial construction loans	215,433		190,206
Payoffs received on loans in excess of expected cash flows	440		3,539
Threshold period past due for default status of trade accounts receivable	90 days	90 days
Minimum corporation reserves for commercial loan	500
Minimum amount to allocate specific valuation allowance	500
Recorded Investment	14,424
Allowance for loan losses	4,716		4,180
Restructured loans returned to performing status	1,737
Specific reserves in allowance for loan losses, TDRs	756		41
Pooled reserves in allowance for loan losses, TDRs	108		297
Valuation for impairment of loans with pooled reserves	500		500
Pooled reserves for all other classes of loans	1,096		1,455
Acquired Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	944,954		896,148
Commercial Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Threshold period past due for default non-accrual status of trade accounts receivable	90 days
Installment Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Threshold period past due for default non-accrual status of trade accounts receivable	120 days
Residential Mortgage Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Threshold period past due for default non-accrual status of trade accounts receivable	180 days
Commercial Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses	1,443		1,955
Commercial and Industrial [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses	1,023		1,140
Direct Installment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses	916		657
Residential Mortgages [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses	1,039		69
Indirect Installment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses	295		359
Purchased Credit-Impaired Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Carrying Amount	16,559		15,864
Outstanding contractual receivable of PCI loan	43,767		41,134
Recorded Investment	17,221		16,623
Owner-Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage of commercial real estate loans	45.20%		46.50%
Non-Owner-Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage of commercial real estate loans	54.80%		53.50%
Commercial Construction Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage of loan portfolio	2.40%		2.30%
Commercial Real Estate in Florida [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial real estate loans	49,189		68,627
Percentage of loan portfolio	0.60%		0.80%
Consumer Finance [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage of loan portfolio	2.00%		2.10%
Consumer loans	$ 175,123		$ 170,999

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COMPREHENSIVE INCOME (Tables)

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

Components of Comprehensive Income, Net of Related Tax

The components of comprehensive income, net of related tax, are as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2013			2012		2013			2012
Net income	$	31,634		$	30,743	$	89,365		$	81,455
Other comprehensive income (loss):
Unrealized gains (losses) on securities:
Arising during the period, net of tax (benefit) expense of $(2,635), $1,061, $(8,835) and $3,112		(4,894	)		1,970		(16,408	)		5,779
Less: reclassification adjustment for (losses) gains included in net income, net of tax (benefit) expense of $2, $(65), $260 and $247		(3	)		120		(483	)		(459	)
Unrealized gains (losses) on derivative instruments, net of tax expense (benefit) of $239 and $(2,215)		443			—		(4,113	)		—
Unrealized gains associated with pension and postretirement benefits, net of tax expense of $194, $161, $569 and $461		360			299		1,057			856
Other comprehensive income (loss)		(4,094	)		2,389		(19,947	)		6,176
Comprehensive income	$	27,540		$	33,132	$	69,418		$	87,631

Changes in Accumulated Other Comprehensive Income, Net of Tax, by Component

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

	Unrealized Net Gains (Losses) on Securities Available for Sale			Non-Credit Related Loss on Debt Securities not Expected to be Sold			Unrealized Losses on Derivative Instruments			Unrecognized Pension and Postretirement Obligations			Total
Nine Months Ended September 30, 2013
Balance at beginning of period	$	9,269		$	(8,039	)	$	(171	)	$	(47,283	)	$	(46,224	)
Other comprehensive income (loss) before reclassifications		(17,914	)		1,506			(4,113	)		1,057			(19,464	)
Amounts reclassified from accumulated other comprehensive income		(483	)		—			—			—			(483	)
Net current period other comprehensive income (loss)		(18,397	)		1,506			(4,113	)		1,057			(19,947	)
Balance at end of period	$	(9,128	)	$	(6,533	)	$	(4,284	)	$	(46,226	)	$	(66,171	)

Summary of Reclassifications Out of Accumulated Other Comprehensive Income

The following table presents a summary of the reclassifications out of accumulated other comprehensive income:

Nine Months Ended September 30, 2013

Details About Accumulated Other Comprehensive Income Component	Amount Reclassified from Other Comprehensive Income			Affected Line Item in the Statement where Net Income is Presented
Unrealized net gains on securities available for sale (1)	$	(743	)	Net securities gains
		(260	)	Tax expense
	$	(483	)

(1) For additional detail related to unrealized net gains on securities available for sale and related amounts reclassified from accumulated other comprehensive income see the “Securities” note in this Report.

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BUSINESS SEGMENTS

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

BUSINESS SEGMENTS

BUSINESS SEGMENTS

The Corporation operates in four reportable segments: Community Banking, Wealth Management, Insurance and Consumer Finance.

• The Community Banking segment provides commercial and consumer banking services. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, asset based lending, capital markets and lease financing. Consumer banking products and services include deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services.

• The Wealth Management segment provides a broad range of personal and corporate fiduciary services including the administration of decedent and trust estates. In addition, it offers various alternative products, including securities brokerage and investment advisory services, mutual funds and annuities.

• The Insurance segment includes a full-service insurance agency offering all lines of commercial and personal insurance through major carriers. The Insurance segment also includes a reinsurer.

• The Consumer Finance segment primarily makes installment loans to individuals and purchases installment sales finance contracts from retail merchants. The Consumer Finance segment activity is funded through the sale of the Corporation’s subordinated notes at the finance company’s branch offices.

The following tables provide financial information for these segments of the Corporation. The information provided under the caption “Parent and Other” represents operations not considered to be reportable segments and/or general operating expenses of the Corporation, and includes the parent company, other non-bank subsidiaries and eliminations and adjustments which are necessary for purposes of reconciliation to the consolidated amounts.

	Community Banking		Wealth Management		Insurance		Consumer Finance		Parent and Other			Consolidated
At or for the Three Months Ended September 30, 2013
Interest income	$	98,716	$	—	$	27	$	9,600	$	1,447		$	109,790
Interest expense		7,552		—		—		839		2,145			10,536
Net interest income		91,164		—		27		8,761		(698	)		99,254
Provision for loan losses		5,432		—		—		1,725		123			7,280
Non-interest income		24,365		6,916		3,222		681		(2,326	)		32,858
Non-interest expense		68,091		5,850		2,799		4,724		(358	)		81,106
Intangible amortization		1,938		76		101		—		—			2,115
Income tax expense (benefit)		9,552		366		128		1,145		(1,214	)		9,977
Net income (loss)		30,516		624		221		1,848		(1,575	)		31,634
Total assets		12,610,043		19,614		19,788		182,695		(41,861	)		12,790,279
Total intangibles		725,389		11,084		10,627		1,809		—			748,909
At or for the Three Months Ended September 30, 2012
Interest income	$	97,364	$	—	$	27	$	8,860	$	1,505		$	107,756
Interest expense		10,912		—		—		869		2,444			14,225
Net interest income		86,452		—		27		7,991		(939	)		93,531
Provision for loan losses		6,826		—		—		1,421		182			8,429
Non-interest income		25,048		6,006		3,602		590		(433	)		34,813
Non-interest expense		61,820		4,844		2,947		4,829		400			74,840
Intangible amortization		2,056		80		106		—		—			2,242
Income tax expense (benefit)		11,456		396		204		888		(854	)		12,090
Net income (loss)		29,342		686		372		1,443		(1,100	)		30,743
Total assets		11,803,432		19,075		19,281		170,304		(27,201	)		11,984,891
Total intangibles		693,029		11,392		11,033		1,809		—			717,263
At or for the Nine Months Ended September 30, 2013
Interest income	$	289,984	$	—	$	82	$	27,920	$	4,763		$	322,749
Interest expense		24,449		—		—		2,533		6,671			33,653
Net interest income		265,535		—		82		25,387		(1,908	)		289,096
Provision for loan losses		17,283		—		—		4,930		511			22,724
Non-interest income		74,118		21,294		10,024		2,029		(4,183	)		103,282
Non-interest expense		198,395		18,338		8,420		14,063		823			240,039
Intangible amortization		5,694		228		304		—		—			6,226
Income tax expense (benefit)		32,486		1,009		497		3,234		(3,202	)		34,024
Net income (loss)		85,795		1,719		885		5,189		(4,223	)		89,365
Total assets		12,610,043		19,614		19,788		182,695		(41,861	)		12,790,279
Total intangibles		725,389		11,084		10,627		1,809		—			748,909
At or for the Nine Months Ended September 30, 2012
Interest income	$	293,756	$	4	$	85	$	25,888	$	4,595		$	324,328
Interest expense		35,130		—		—		2,736		7,529			45,395
Net interest income		258,626		4		85		23,152		(2,934	)		278,933
Provision for loan losses		17,215		—		—		4,218		595			22,028
Non-interest income		72,904		17,889		10,072		1,674		(3,203	)		99,336
Non-interest expense		196,510		14,587		8,658		14,016		1,574			235,345
Intangible amortization		6,334		240		318		—		—			6,892
Income tax expense (benefit)		31,882		1,117		420		2,530		(3,400	)		32,549
Net income (loss)		79,589		1,949		761		4,062		(4,906	)		81,455
Total assets		11,803,432		19,075		19,281		170,304		(27,201	)		11,984,891
Total intangibles		693,029		11,392		11,033		1,809		—			717,263

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CASH FLOW INFORMATION

9 Months Ended

Sep. 30, 2013

Supplemental Cash Flow Elements [Abstract]

CASH FLOW INFORMATION

CASH FLOW INFORMATION

Following is a summary of supplemental cash flow information:

Nine Months Ended September 30	2013		2012
Interest paid on deposits and other borrowings	$	36,340	$	42,227
Income taxes paid		18,700		7,250
Transfers of loans to other real estate owned		10,856		12,086
Financing of other real estate owned sold		549		701

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Business Segments - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2013 Segment
Segment Reporting [Abstract]
Number of reportable segments	4

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Securities - Schedule of Amortized Cost and Fair Value of Securities Available for Sale (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
Securities Available For Sale, Amortized Cost	$ 1,139,696	$ 1,170,439
Securities Available For Sale, Gross Unrealized Gains	9,689	16,858
Securities Available For Sale, Gross Unrealized Losses	(33,827)	(14,614)
Assets measured at fair value, Available for sale securities	1,115,558	1,172,683
U.S. Government-Sponsored Entities [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available For Sale, Amortized Cost	336,126	352,910
Securities Available For Sale, Gross Unrealized Gains	412	1,676
Securities Available For Sale, Gross Unrealized Losses	(4,386)	(129)
Assets measured at fair value, Available for sale securities	332,152	354,457
Agency Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available For Sale, Amortized Cost	223,125	267,575
Securities Available For Sale, Gross Unrealized Gains	4,641	7,575
Securities Available For Sale, Gross Unrealized Losses	(128)
Assets measured at fair value, Available for sale securities	227,638	275,150
Agency Collateralized Mortgage Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available For Sale, Amortized Cost	506,672	465,574
Securities Available For Sale, Gross Unrealized Gains	405	4,201
Securities Available For Sale, Gross Unrealized Losses	(18,030)	(228)
Assets measured at fair value, Available for sale securities	489,047	469,547
Non-Agency Collateralized Mortgage Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available For Sale, Amortized Cost	1,818	2,679
Securities Available For Sale, Gross Unrealized Gains	28	50
Assets measured at fair value, Available for sale securities	1,846	2,729
States of the U.S. and Political Subdivisions [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available For Sale, Amortized Cost	17,472	23,592
Securities Available For Sale, Gross Unrealized Gains	542	1,232
Securities Available For Sale, Gross Unrealized Losses	(139)
Assets measured at fair value, Available for sale securities	17,875	24,824
Collateralized Debt Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available For Sale, Amortized Cost	36,451	34,765
Securities Available For Sale, Gross Unrealized Gains	2,452	967
Securities Available For Sale, Gross Unrealized Losses	(10,199)	(13,276)
Assets measured at fair value, Available for sale securities	28,704	22,456
Other Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available For Sale, Amortized Cost	16,478	21,790
Securities Available For Sale, Gross Unrealized Gains	564	695
Securities Available For Sale, Gross Unrealized Losses	(914)	(972)
Assets measured at fair value, Available for sale securities	16,128	21,513
Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available For Sale, Amortized Cost	1,138,142	1,168,885
Securities Available For Sale, Gross Unrealized Gains	9,044	16,396
Securities Available For Sale, Gross Unrealized Losses	(33,796)	(14,605)
Assets measured at fair value, Available for sale securities	1,113,390	1,170,676
Equity Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Securities Available For Sale, Amortized Cost	1,554	1,554
Securities Available For Sale, Gross Unrealized Gains	645	462
Securities Available For Sale, Gross Unrealized Losses	(31)	(9)
Assets measured at fair value, Available for sale securities	$ 2,168	$ 2,007

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DERIVATIVE INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Offsetting of Derivative Assets

	Gross Amount		Gross Amounts Offset in the Balance Sheet		Net Amount Presented in the Balance Sheet
Offsetting of Derivative Assets:
September 30, 2013
Derivative assets subject to master netting arrangement:
Interest rate contracts	$	2,225		—	$	2,225
Equity contracts		18		—		18
Derivative assets not subject to master netting arrangement:
Interest rate contracts		35,799		—		35,799
Total derivative assets	$	38,042		—	$	38,042
December 31, 2012
Derivative assets subject to master netting arrangement:
Equity contracts	$	16		—	$	16
Derivative assets not subject to master netting arrangement:
Interest rate contracts		57,992		—		57,992
Total derivative assets	$	58,008		—	$	58,008

Offsetting of Derivative Liabilities

	Gross Amount		Gross Amounts Offset in the Balance Sheet		Net Amount Presented in the Balance Sheet
Offsetting of Derivative Assets:
September 30, 2013
Derivative assets subject to master netting arrangement:
Interest rate contracts	$	2,225		—	$	2,225
Equity contracts		18		—		18
Derivative assets not subject to master netting arrangement:
Interest rate contracts		35,799		—		35,799
Total derivative assets	$	38,042		—	$	38,042
December 31, 2012
Derivative assets subject to master netting arrangement:
Equity contracts	$	16		—	$	16
Derivative assets not subject to master netting arrangement:
Interest rate contracts		57,992		—		57,992
Total derivative assets	$	58,008		—	$	58,008
Offsetting of Derivative Liabilities:
September 30, 2013
Derivative liabilities subject to master netting arrangement:
Interest rate contracts	$	43,045		—	$	43,045
Derivative liabilities not subject to master netting arrangement:
Interest rate contracts		1,409		—		1,409
Equity contracts		18		—		18
Total derivative liabilities	$	44,472		—	$	44,472
December 31, 2012
Derivative liabilities subject to master netting arrangement:
Interest rate contracts	$	58,134		—	$	58,134
Derivative liabilities not subject to master netting arrangement:
Equity contracts		16		—		16
Total derivative liabilities	$	58,150		—	$	58,150

Derivative Assets

			Gross Amounts Not Offset in the Balance Sheet
	Net Amount Presented in the Balance Sheet		Financial Instruments		Cash Collateral Received		Net Amount
Derivative Assets:
September 30, 2013
Counterparty B	$	2	$	2	$	—	$	—
Counterparty D		205		205		—		—
Counterparty E		936		936		—		—
Counterparty F		205		205		—		—
Counterparty G		112		112		—		—
Counterparty I		386		386		—		—
Counterparty J		397		—		397		—
	$	2,243	$	1,846	$	397		—
December 31, 2012
Counterparty E	$	16		—		—	$	16

Derivative Liabilities

Gross Amounts Not Offset in the Balance Sheet
	Net Amount Presented in the Balance Sheet	Financial Instruments	Cash Collateral Received	Net Amount

Derivative Liabilities:
September 30, 2013
Counterparty A	$	5,528	$	5,528	$	—	$	—
Counterparty B		3,714		3,612		—		102
Counterparty C		1,589		1,589		—		—
Counterparty D		10,131		10,131		—		—
Counterparty E		6,069		6,069		—		—
Counterparty F		25		25		—		—
Counterparty G		5,213		5,213		—		—
Counterparty H		2,634		125		—		2,509
Counterparty I		6,629		6,629		—		—
Counterparty J		1,513		—		1,513		—
	$	43,045	$	38,921	$	1,513	$	2,611
December 31, 2012
Counterparty A	$	8,393	$	8,393		—	$	—
Counterparty B		5,601		5,601		—		—
Counterparty C		2,145		2,145		—		—
Counterparty D		12,354		12,354		—		—
Counterparty E		8,846		8,846		—		—
Counterparty F		353		282		—		71
Counterparty G		5,497		5,497		—		—
Counterparty H		3,937		1,775		—		2,162
Counterparty I		11,008		11,008		—		—
	$	58,134	$	55,901		—	$	2,233

Effect of Corporation's Derivative Financial Instruments on Income Statement

The following table presents the effect of the Corporation’s derivative financial instruments on the income statement:

	Income	Nine Months Ended
	Statement	September 30,
	Location	2013		2012
Interest Rate Products	Other income	$	40	$	40

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CASH FLOW INFORMATION (Tables)

9 Months Ended

Sep. 30, 2013

Supplemental Cash Flow Elements [Abstract]

Summary of Supplemental Cash Flow Information

Following is a summary of supplemental cash flow information:

Nine Months Ended September 30	2013		2012
Interest paid on deposits and other borrowings	$	36,340	$	42,227
Income taxes paid		18,700		7,250
Transfers of loans to other real estate owned		10,856		12,086
Financing of other real estate owned sold		549		701

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Securities - Amortized Cost and Fair Value of Securities, by Contractual Maturities (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Schedule Of Securities [Line Items]
Available for Sale, Due in one year or less, Amortized Cost
Available for Sale, Due from one to five years, Amortized Cost	209,474
Available for Sale, Due from five to ten years, Amortized Cost	150,871
Available for Sale, Due after ten years, Amortized Cost	46,182
Available for Sale, with contractual maturities, Amortized Cost	406,527
Total securities available for sale, Amortized Cost	1,139,696	1,170,439
Available for Sale, Due in one year or less, Fair Value
Available for Sale, Due from one to five years, Fair Value	209,523
Available for Sale, Due from five to ten years, Fair Value	147,783
Available for Sale, Due after ten years, Fair Value	37,553
Available for Sale, with contractual maturities, Fair Value	394,859
Total available for sale Securities, Fair Value	1,115,558	1,172,683
Held to Maturity, Due in one year or less, Amortized Cost	2,461
Held to Maturity, Due from one to five years, Amortized Cost	34,366
Held to Maturity, Due from five to ten years, Amortized Cost	65,749
Held to Maturity, Due after ten years, Amortized Cost	76,377
Securities Held To Maturity, with contractual maturities, Amortized Cost	178,953
Held to Maturity, with contractual maturities, Amortized Cost	1,180,992	1,106,563
Held to Maturity, Due in one year or less, Fair Value	2,483
Held to Maturity, Due from one to five years, Fair Value	34,162
Held to Maturity, Due from five to ten years, Fair Value	66,086
Held to Maturity, Due after ten years, Fair Value	76,490
Securities Held To Maturity, with contractual maturities, Fair Value	179,221
Held to Maturity, with contractual maturities, Fair Value	1,181,652	1,143,213
Agency Mortgage-Backed Securities [Member]
Schedule Of Securities [Line Items]
Total securities available for sale, Amortized Cost	223,125	267,575
Total available for sale Securities, Fair Value	227,638	275,150
Held to Maturity, with contractual maturities, Amortized Cost	650,732
Held to Maturity, with contractual maturities, Fair Value	662,997
Agency Collateralized Mortgage Obligations [Member]
Schedule Of Securities [Line Items]
Total securities available for sale, Amortized Cost	506,672	465,574
Total available for sale Securities, Fair Value	489,047	469,547
Held to Maturity, with contractual maturities, Amortized Cost	341,743
Held to Maturity, with contractual maturities, Fair Value	329,714
Non-Agency Collateralized Mortgage Obligations [Member]
Schedule Of Securities [Line Items]
Total securities available for sale, Amortized Cost	1,818	2,679
Total available for sale Securities, Fair Value	1,846	2,729
Held to Maturity, with contractual maturities, Amortized Cost	7,317
Held to Maturity, with contractual maturities, Fair Value	7,370
Commercial Mortgage-Backed Securities [Member]
Schedule Of Securities [Line Items]
Total securities available for sale, Amortized Cost
Total available for sale Securities, Fair Value
Held to Maturity, with contractual maturities, Amortized Cost	2,247
Held to Maturity, with contractual maturities, Fair Value	2,350
Equity Securities [Member]
Schedule Of Securities [Line Items]
Total securities available for sale, Amortized Cost	1,554	1,554
Total available for sale Securities, Fair Value	2,168	2,007
Held to Maturity, with contractual maturities, Amortized Cost
Held to Maturity, with contractual maturities, Fair Value

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Tables)

9 Months Ended

Sep. 30, 2013

Receivables [Abstract]

Summary of Loans, Net of Unearned Income

Following is a summary of loans, net of unearned income:

	Originated Loans		Acquired Loans		Total Loans
September 30, 2013
Commercial real estate	$	2,548,278	$	372,530	$	2,920,808
Commercial and industrial		1,689,467		65,768		1,755,235
Commercial leases		141,714		—		141,714
Total commercial loans and leases		4,379,459		438,298		4,817,757
Direct installment		1,349,804		58,735		1,408,539
Residential mortgages		669,978		361,827		1,031,805
Indirect installment		631,030		7,282		638,312
Consumer lines of credit		804,453		83,528		887,981
Other		52,511		—		52,511
	$	7,887,235	$	949,670	$	8,836,905
December 31, 2012
Commercial real estate	$	2,448,471	$	258,575	$	2,707,046
Commercial and industrial		1,555,301		47,013		1,602,314
Commercial leases		130,133		—		130,133
Total commercial loans and leases		4,133,905		305,588		4,439,493
Direct installment		1,108,865		69,665		1,178,530
Residential mortgages		653,826		438,402		1,092,228
Indirect installment		568,324		13,713		582,037
Consumer lines of credit		732,534		72,960		805,494
Other		39,937		—		39,937
	$	7,237,391	$	900,328	$	8,137,719

Carrying Amounts at Acquisition of All Purchased Loans (Impaired and Non-Impaired) Acquired

The following table reflects amounts at acquisition for all purchased loans subject to ASC310-30 (impaired and non-impaired) acquired from ANNB in 2013 and Parkvale in 2012:

	Acquired Impaired Loans			Acquired Performing Loans			Total
Acquired from ANNB in 2013
Contractually required cash flows at acquisition	$	12,200		$	270,197		$	282,397
Non-accretable difference (expected losses and foregone interest)		(7,829	)		(13,705	)		(21,534	)
Cash flows expected to be collected at acquisition		4,371			256,492			260,863
Accretable yield		(523	)		(41,207	)		(41,730	)
Basis in acquired loans at acquisition	$	3,848		$	215,285		$	219,133
Acquired from Parkvale in 2012
Contractually required cash flows at acquisition	$	12,224		$	1,327,342		$	1,339,566
Non-accretable difference (expected losses and foregone interest)		(6,070	)		(214,541	)		(220,611	)
Cash flows expected to be collected at acquisition		6,154			1,112,801			1,118,955
Accretable yield		(589	)		(293,594	)		(294,183	)
Basis in acquired loans at acquisition	$	5,565		$	819,207		$	824,772

Summary of Change in Accretable Yield of Acquired Loans

The following table provides a summary of change in accretable yield for all acquired loans:

	Acquired Impaired Loans			Acquired Performing Loans			Total
Nine Months Ended September 30, 2013
Balance at beginning of period	$	778		$	253,375		$	254,153
Acquisitions		523			41,207			41,730
Reduction due to unexpected early payoffs		—			(37,432	)		(37,432	)
Reclass from non-accretable difference		6,318			1,555			7,873
Disposals/transfers		164			(210	)		(46	)
Accretion		(2,250	)		(27,629	)		(29,879	)
Balance at end of period	$	5,533		$	230,866		$	236,399
Year Ended December 31, 2012
Balance at beginning of period	$	2,477		$	49,229		$	51,706
Acquisitions		589			293,594			294,183
Reduction due to unexpected early payoffs		—			(57,840	)		(57,840	)
Reclass from non-accretable difference		3,539			10,915			14,454
Disposals/transfers		(49	)		(615	)		(664	)
Accretion		(5,778	)		(41,908	)		(47,686	)
Balance at end of period	$	778		$	253,375		$	254,153

Summary of Purchased Credit-Impaired Loans, Information Identified in Corporation's Acquisition of ANNB and Parkvale

Following is information about PCI loans identified in the Corporation’s acquisition of ANNB:

	At Acquisition		September 30, 2013
Outstanding balance	$	12,220	$	11,867
Carrying amount		3,848		3,442
Allowance for loan losses		n/a		—
Impairment recognized since acquisition		n/a		—
Allowance reduction recognized since acquisition		n/a		—

Following is information about PCI loans identified in the Corporation’s acquisition of Parkvale:

	At Acquisition		December 31, 2012
Outstanding balance	$	9,135	$	3,704
Carrying amount		5,565		2,552
Allowance for loan losses		n/a		103
Impairment recognized since acquisition		n/a		103
Allowance reduction recognized since acquisition		n/a		—

Summary of Information about Corporation's Purchased Credit-Impaired Loans

Following is information about the Corporation’s PCI loans:

	Outstanding Balance			Non-Accretable Difference			Expected Cash Flows			Accretable Yield			Recorded Investment
For the Nine Months Ended September 30, 2013
Balance at beginning of period	$	41,134		$	(23,733	)	$	17,401		$	(778	)	$	16,623
Acquisitions		12,220			(7,849	)		4,371			(523	)		3,848
Accretion		—			—			—			2,250			2,250
Payments received		(3,087	)		—			(3,087	)		—			(3,087	)
Reclass from non-accretable difference		—			6,318			6,318			(6,318	)		—
Disposals/transfers		(8,442	)		6,193			(2,249	)		(164	)		(2,413	)
Contractual interest		1,942			(1,942	)		—			—			—
Balance at end of period	$	43,767		$	(21,013	)	$	22,754		$	(5,533	)	$	17,221
For the Year Ended December 31, 2012
Balance at beginning of period	$	51,693		$	(33,377	)	$	18,316		$	(2,477	)	$	15,839
Acquisitions		9,135			(2,981	)		6,154			(589	)		5,565
Accretion		—			—			—			5,778			5,778
Payments received		(9,556	)		—			(9,556	)		—			(9,556	)
Reclass from non-accretable difference		—			3,539			3,539			(3,539	)		—
Disposals/transfers		(12,494	)		11,442			(1,052	)		49			(1,003	)
Contractual interest		2,356			(2,356	)		—			—			—
Balance at end of period	$	41,134		$	(23,733	)	$	17,401		$	(778	)	$	16,623

Summary of Non-Performing Assets

Following is a summary of non-performing assets:

	September 30, 2013			December 31, 2012
Non-accrual loans	$	65,451		$	66,004
Troubled debt restructurings		17,252			14,876
Total non-performing loans		82,703			80,880
Other real estate owned (OREO)		35,144			35,257
Total non-performing loans and OREO		117,847			116,137
Non-performing investments		733			2,809
Total non-performing assets	$	118,580		$	118,946
Asset quality ratios:
Non-performing loans as a percent of total loans		0.94	%		0.99	%
Non-performing loans + OREO as a percent of total loans + OREO		1.33	%		1.42	%
Non-performing assets as a percent of total assets		0.93	%		0.99	%

Age Analysis of Past Due Loans, by Class

The following tables provide an analysis of the aging of the Corporation’s past due loans by class, segregated by loans originated and loans acquired:

	30-89 Days Past Due		>90 Days Past Due and Still Accruing		Non- Accrual		Total Past Due		Current		Total Loans
Originated loans:
September 30, 2013
Commercial real estate	$	7,041	$	301	$	47,151	$	54,493	$	2,493,785	$	2,548,278
Commercial and industrial		4,068		459		8,081		12,608		1,676,859		1,689,467
Commercial leases		836		—		782		1,618		140,096		141,714
Total commercial loans and leases		11,945		760		56,014		68,719		4,310,740		4,379,459
Direct installment		9,952		2,515		4,462		16,929		1,332,875		1,349,804
Residential mortgages		12,331		1,986		3,694		18,011		651,967		669,978
Indirect installment		4,815		607		975		6,397		624,633		631,030
Consumer lines of credit		2,146		1,113		306		3,565		800,888		804,453
Other		23		37		—		60		52,451		52,511
	$	41,212	$	7,018	$	65,451	$	113,681	$	7,773,554	$	7,887,235
December 31, 2012
Commercial real estate	$	5,786	$	533	$	47,895	$	54,214	$	2,394,257	$	2,448,471
Commercial and industrial		7,310		456		6,017		13,783		1,541,518		1,555,301
Commercial leases		1,671		—		965		2,636		127,497		130,133
Total commercial loans and leases		14,767		989		54,877		70,633		4,063,272		4,133,905
Direct installment		8,834		2,717		3,342		14,893		1,093,972		1,108,865
Residential mortgages		15,821		2,365		2,891		21,077		632,749		653,826
Indirect installment		5,114		374		1,039		6,527		561,797		568,324
Consumer lines of credit		1,633		247		355		2,235		730,299		732,534
Other		36		15		3,500		3,551		36,386		39,937
	$	46,205	$	6,707	$	66,004	$	118,916	$	7,118,475	$	7,237,391

	30-89 Days Past Due		³ 90 Days Past Due and Still Accruing		Non-Accrual		Total Past Due (1)		Current		Discount			Total Loans
Acquired Loans:
September 30, 2013
Commercial real estate	$	4,681	$	16,002		—	$	20,683	$	370,373	$	(18,526	)	$	372,530
Commercial and industrial		3,396		4,500		—		7,896		63,566		(5,694	)		65,768
Commercial leases		—		—		—		—		—		—			—
Total commercial loans and leases		8,077		20,502		—		28,579		433,939		(24,220	)		438,298
Direct installment		1,147		1,023		—		2,170		53,785		2,780			58,735
Residential mortgages		7,272		19,002		—		26,274		370,609		(35,056	)		361,827
Indirect installment		246		38		—		284		7,661		(663	)		7,282
Consumer lines of credit		226		893		—		1,119		87,470		(5,061	)		83,528
Other		—		—		—		—		—		—			—
	$	16,968	$	41,458		—	$	58,426	$	953,464	$	(62,220	)	$	949,670
December 31, 2012
Commercial real estate	$	6,829	$	13,597		—	$	20,426	$	250,116	$	(11,967	)	$	258,575
Commercial and industrial		1,653		138		—		1,791		47,351		(2,129	)		47,013
Commercial leases		—		—		—		—		—		—			—
Total commercial loans and leases		8,482		13,735		—		22,217		297,467		(14,096	)		305,588
Direct installment		1,454		947		—		2,401		63,502		3,762			69,665
Residential mortgages		12,137		21,069		—		33,206		439,620		(34,424	)		438,402
Indirect installment		347		56		—		403		14,089		(779	)		13,713
Consumer lines of credit		379		778		—		1,157		75,800		(3,997	)		72,960
Other		—		—		—		—		—		—			—
	$	22,799	$	36,585		—	$	59,384	$	890,478	$	(49,534	)	$	900,328

(1) Past due information for loans acquired is based on the contractual balance outstanding at September 30, 2013 and December 31, 2012.

Summary of Commercial Loans by Credit Quality

The following tables present a summary of the Corporation’s commercial loans by credit quality category, segregated by loans originated and loans acquired:

	Commercial Loan Credit Quality Categories
	Pass		Special Mention		Substandard		Doubtful		Total
Originated Loans:
September 30, 2013
Commercial real estate	$	2,388,404	$	46,750	$	110,342	$	2,782	$	2,548,278
Commercial and industrial		1,550,195		80,987		57,966		319		1,689,467
Commercial leases		139,966		764		984		—		141,714
	$	4,078,565	$	128,501	$	169,292	$	3,101	$	4,379,459
December 31, 2012
Commercial real estate	$	2,282,139	$	57,938	$	106,258	$	2,136	$	2,448,471
Commercial and industrial		1,472,598		32,227		49,814		662		1,555,301
Commercial leases		126,283		243		3,607		—		130,133
	$	3,881,020	$	90,408	$	159,679	$	2,798	$	4,133,905
Acquired Loans:
September 30, 2013
Commercial real estate	$	277,806	$	47,663	$	45,673	$	1,388	$	372,530
Commercial and industrial		49,105		5,067		11,582		14		65,768
Commercial leases		—		—		—		—		—
	$	326,911	$	52,730	$	57,255	$	1,402	$	438,298
December 31, 2012
Commercial real estate	$	204,300	$	14,713	$	39,093	$	469	$	258,575
Commercial and industrial		39,596		3,611		3,804		2		47,013
Commercial leases		—		—		—		—		—
	$	243,896	$	18,324	$	42,897	$	471	$	305,588

Summary of Consumer Loans by Payment Status

Following is a table showing originated consumer loans by payment status:

	Consumer Loan Credit Quality by Payment Status
	Performing		Non- Performing		Total
September 30, 2013
Direct installment	$	1,339,139	$	10,665	$	1,349,804
Residential mortgages		656,674		13,304		669,978
Indirect installment		629,838		1,092		631,030
Consumer lines of credit		803,904		549		804,453
Other		52,511		—		52,511
December 31, 2012
Direct installment	$	1,100,324	$	8,541	$	1,108,865
Residential mortgages		642,406		11,420		653,826
Indirect installment		567,192		1,132		568,324
Consumer lines of credit		731,788		746		732,534
Other		36,437		3,500		39,937

Summary of Impaired Loans, by Class

Following is a summary of information pertaining to originated loans considered to be impaired, by class of loans:

	Recorded Investment		Unpaid Principal Balance		Specific Related Allowance		Average Recorded Investment
At or For the Nine Months Ended September 30, 2013
With no specific allowance recorded:
Commercial real estate	$	34,281	$	46,548	$	—	$	34,165
Commercial and industrial		9,308		11,377		—		9,448
Commercial leases		782		782		—		729
Total commercial loans and leases		44,371		58,707		—		44,342
Direct installment		10,665		10,901		—		10,451
Residential mortgages		13,298		13,561		—		13,767
Indirect installment		1,092		2,491		—		1,169
Consumer lines of credit		549		609		—		631
Other		—		—		—		583
With a specific allowance recorded:
Commercial real estate		14,300		23,748		2,782		14,379
Commercial and industrial		124		131		124		126
Commercial leases		—		—		—		—
Total commercial loans and leases		14,424		23,879		2,906		14,505
Direct installment		—		—		—		—
Residential mortgages		—		—		—		—
Indirect installment		—		—		—		—
Consumer lines of credit		—		—		—		—
Other		—		—		—		—
Total:
Commercial real estate		48,581		70,296		2,782		48,544
Commercial and industrial		9,432		11,508		124		9,574
Commercial leases		782		782		—		729
Total commercial loans and leases		58,795		82,586		2,906		58,847
Direct installment		10,665		10,901		—		10,451
Residential mortgages		13,298		13,561		—		13,767
Indirect installment		1,092		2,491		—		1,169
Consumer lines of credit		549		609		—		631
Other		—		—		—		583
At or For the Year Ended December 31, 2012
With no specific allowance recorded:
Commercial real estate	$	37,119	$	50,234	$	—	$	36,426
Commercial and industrial		7,074		9,597		—		6,992
Commercial leases		965		—		—		1,053
Total commercial loans and leases		45,158		59,831		—		44,471
Direct installment		8,541		8,693		—		6,443
Residential mortgages		11,414		11,223		—		9,059
Indirect installment		1,132		2,381		—		1,133
Consumer lines of credit		746		792		—		591
Other		3,500		3,500		—		3,500
With a specific allowance recorded:
Commercial real estate		12,623		21,877		2,136		14,522
Commercial and industrial		590		590		590		592
Commercial leases		—		—		—		—
Total commercial loans and leases		13,213		22,467		2,726		15,114
Direct installment		—		—		—		—
Residential mortgages		—		—		—		—
Indirect installment		—		—		—		—
Consumer lines of credit		—		—		—		—
Other		—		—		—		—
Total:
Commercial real estate		49,742		72,111		2,136		50,948
Commercial and industrial		7,664		10,187		590		7,584
Commercial leases		965		—		—		1,053
Total commercial loans and leases		58,371		82,298		2,726		59,585
Direct installment		8,541		8,693		—		6,443
Residential mortgages		11,414		11,223		—		9,059
Indirect installment		1,132		2,381		—		1,133
Consumer lines of credit		746		792		—		591
Other		3,500		3,500		—		3,500

Summary of Composition of Total TDRs

Following is a summary of the composition of total TDRs:

	September 30, 2013		December 31, 2012
Accruing:
Performing	$	10,102	$	12,659
Non-performing		17,252		14,876
Non-accrual		12,185		12,385
	$	39,539	$	39,920

Summary of Troubled Debt Restructurings by Class of Loans

The majority of TDRs are the result of interest rate concessions for a limited period of time. Following is a summary of loans, by class, that have been restructured during the periods indicated:

	Three Months Ended September 30, 2013						Nine Months Ended September 30, 2013
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial real estate		2	$	212	$	207		7	$	1,252	$	1,031
Commercial and industrial		—		—		—		—		—		—
Commercial leases		—		—		—		—		—		—
Total commercial loans and leases		2		212		207		7		1,252		1,031
Direct installment		117		1,199		1,168		300		3,078		2,930
Residential mortgages		9		346		348		39		1,809		1,784
Indirect installment		5		20		18		20		92		84
Consumer lines of credit		1		6		6		14		207		204
Other		—		—		—		—		—		—
		134	$	1,783	$	1,747		380	$	6,438	$	6,033
	Three Months Ended September 30, 2012						Nine Months Ended September 30, 2012
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial real estate		13	$	2,183	$	2,245		16	$	2,341	$	2,971
Commercial and industrial		4		51		48		7		254		123
Commercial leases		—		—		—		—		—		—
Total commercial loans and leases		17		2,234		2,293		23		2,595		3,094
Direct installment		50		237		228		229		1,597		1,557
Residential mortgages		15		934		996		39		2,085		2,266
Indirect installment		4		30		30		17		105		97
Consumer lines of credit		2		2		3		4		5		5
Other		—		—		—		—		—		—
		88	$	3,437	$	3,550		312	$	6,387	$	7,019

Summary of Troubled Debt Restructurings by Class of Loans, Payment Default

Following is a summary of TDRs, by class of loans, for which there was a payment default during the periods indicated, excluding loans that were either charged-off or cured by period end. Default occurs when a loan is 90 days or more past due and is within 12 months of restructuring.

	Three Months Ended September 30, 2013 (1)				Nine Months Ended September 30, 2013 (1)
	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
Commercial real estate		—	$	—		1	$	751
Commercial and industrial		—		—		1		15
Commercial leases		—		—		—		—
Total commercial loans and leases		—		—		2		766
Direct installment		24		254		53		509
Residential mortgages		2		99		5		240
Indirect installment		—		—		4		37
Consumer lines of credit		1		85		1		85
Other		—		—		—		—
		27	$	438		65	$	1,637
	Three Months Ended September 30, 2012 (1)				Nine Months Ended September 30, 2012 (1)
	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
Commercial real estate		—	$	—		—	$	—
Commercial and industrial		—		—		—		—
Commercial leases		—		—		—		—
Total commercial loans and leases		—		—		—		—
Direct installment		21		138		27		165
Residential mortgages		1		25		3		208
Indirect installment		2		6		3		8
Consumer lines of credit		—		—		—		—
Other		—		—		—		—
		24	$	169		33	$	381

(1) The recorded investment is as of period end.

Summary of Changes in Allowance for Loan Losses by Class

Following is a summary of changes in the allowance for loan losses, by loan class:

	Balance at Beginning of Period			Charge- Offs			Recoveries			Net Charge- Offs			Provision for Loan Losses			Balance at End of Period
Three Months Ended September 30, 2013
Commercial real estate	$	35,666		$	(365	)	$	80		$	(285	)	$	(538	)	$	34,843
Commercial and industrial		32,486			(1,529	)		231			(1,298	)		1,460			32,648
Commercial leases		1,756			(69	)		59			(10	)		21			1,767
Total commercial loans and leases		69,908			(1,963	)		370			(1,593	)		943			69,258
Direct installment		15,993			(2,183	)		227			(1,956	)		3,194			17,231
Residential mortgages		5,120			(174	)		50			(124	)		437			5,433
Indirect installment		5,626			(807	)		188			(619	)		1,120			6,127
Consumer lines of credit		6,421			(454	)		60			(394	)		1,052			7,079
Other		(219	)		(333	)		—			(333	)		760			208
Total allowance on originated loans		102,849			(5,914	)		895			(5,019	)		7,506			105,336
Purchased credit-impaired loans		325			—			—			—			337			662
Other acquired loans		5,106			70			(559	)		(489	)		(563	)		4,054
Total allowance on acquired loans		5,431			70			(559	)		(489	)		(226	)		4,716
Total allowance	$	108,280		$	(5,844	)	$	336		$	(5,508	)	$	7,280		$	110,052
Three Months Ended September 30, 2012
Commercial real estate	$	38,480		$	(1,481	)	$	1,375		$	(106	)	$	(3,360	)	$	35,014
Commercial and industrial		30,779			(3,746	)		(19	)		(3,765	)		4,861			31,875
Commercial leases		1,674			(216	)		78			(138	)		214			1,750
Total commercial loans and leases		70,933			(5,443	)		1,434			(4,009	)		1,715			68,639
Direct installment		14,536			(1,985	)		225			(1,760	)		1,929			14,705
Residential mortgages		4,259			(3	)		4			1			256			4,516
Indirect installment		5,666			(688	)		158			(530	)		539			5,675
Consumer lines of credit		5,266			(831	)		37			(794	)		1,556			6,028
Other		203			(270	)		—			(270	)		229			162
Total allowance on originated loans		100,863			(9,220	)		1,858			(7,362	)		6,224			99,725
Purchased credit-impaired loans		784			—			—			—			2,205			2,989
Other acquired loans		—			—			—			—			—			—
Total allowance on acquired loans		784			—			—			—			2,205			2,989
Total allowance	$	101,647		$	(9,220	)	$	1,858		$	(7,362	)	$	8,429		$	102,714
Nine Months Ended September 30, 2013
Commercial real estate	$	34,810		$	(3,067	)	$	1,606		$	(1,461	)	$	1,494		$	34,843
Commercial and industrial		31,849			(4,262	)		734			(3,528	)		4,327			32,648
Commercial leases		1,744			(317	)		161			(156	)		179			1,767
Total commercial loans and leases		68,403			(7,646	)		2,501			(5,145	)		6,000			69,258
Direct installment		15,130			(6,824	)		709			(6,115	)		8,216			17,231
Residential mortgages		5,155			(733	)		90			(643	)		921			5,433
Indirect installment		5,449			(2,349	)		576			(1,773	)		2,451			6,127
Consumer lines of credit		6,057			(1,183	)		209			(974	)		1,996			7,079
Other		—			(721	)		—			(721	)		929			208
Total allowance on originated loans		100,194			(19,456	)		4,085			(15,371	)		20,513			105,336
Purchased credit-impaired loans		759			(156	)		—			(156	)		59			662
Other acquired loans		3,421			(1,199	)		(320	)		(1,519	)		2,152			4,054
Total allowance on acquired loans		4,180			(1,355	)		(320	)		(1,675	)		2,211			4,716
Total allowance	$	104,374		$	(20,811	)	$	3,765		$	(17,046	)	$	22,724		$	110,052
Nine Months Ended September 30, 2012
Commercial real estate	$	43,283		$	(4,733	)	$	1,634		$	(3,099	)	$	(5,170	)	$	35,014
Commercial and industrial		25,476			(7,086	)		349			(6,737	)		13,136			31,875
Commercial leases		1,556			(509	)		177			(332	)		526			1,750
Total commercial loans and leases		70,315			(12,328	)		2,160			(10,168	)		8,492			68,639
Direct installment		14,814			(5,908	)		721			(5,187	)		5,078			14,705
Residential mortgages		4,437			(644	)		127			(517	)		596			4,516
Indirect installment		5,503			(2,128	)		433			(1,695	)		1,867			5,675
Consumer lines of credit		5,447			(1,585	)		146			(1,439	)		2,020			6,028
Other		146			(716	)		—			(716	)		732			162
Total allowance on originated loans		100,662			(23,309	)		3,587			(19,722	)		18,785			99,725
Purchased credit-impaired loans		—			(254	)		—			(254	)		3,243			2,989
Other acquired loans		—			—			—			—			—			—
Total allowance on acquired loans		—			(254	)		—			(254	)		3,243			2,989
Total allowance	$	100,662		$	(23,563	)	$	3,587		$	(19,976	)	$	22,028		$	102,714

Summary of Individual and Collective Allowance for Loan Losses and Loan Balances by Class

Following is a summary of the individual and collective originated allowance for loan losses and corresponding loan balances by class:

	Allowance				Loans Outstanding
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Loans		Individually Evaluated for Impairment		Collectively Evaluated for Impairment
September 30, 2013
Commercial real estate	$	2,782	$	32,061	$	2,548,278	$	35,740	$	2,512,538
Commercial and industrial		124		32,524		1,689,467		5,357		1,684,110
Commercial leases		—		1,767		141,714		—		141,714
Total commercial loans and leases		2,906		66,352		4,379,459		41,097		4,338,362
Direct installment		—		17,231		1,349,804		—		1,349,804
Residential mortgages		—		5,433		669,978		—		669,978
Indirect installment		—		6,127		631,030		—		631,030
Consumer lines of credit		—		7,079		804,453		—		804,453
Other		—		208		52,511		—		52,511
	$	2,906	$	102,430	$	7,887,235	$	41,097	$	7,846,138
December 31, 2012
Commercial real estate	$	2,136	$	32,674	$	2,448,471	$	35,024	$	2,413,447
Commercial and industrial		590		31,259		1,555,301		1,624		1,553,677
Commercial leases		—		1,744		130,133		—		130,133
Total commercial loans and leases		2,726		65,677		4,133,905		36,648		4,097,257
Direct installment		—		15,130		1,108,865		—		1,108,865
Residential mortgages		—		5,155		653,826		—		653,826
Indirect installment		—		5,449		568,324		—		568,324
Consumer lines of credit		—		6,057		732,534		—		732,534
Other		—		—		39,937		—		39,937
	$	2,726	$	97,468	$	7,237,391	$	36,648	$	7,200,743

XML

Loans and Allowance for Loan Losses - Summary of Commercial Loans by Credit Quality (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Originated Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	$ 4,379,459	$ 4,133,905
Originated Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	2,548,278	2,448,471
Originated Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	1,689,467	1,555,301
Originated Loans [Member] | Commercial Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	141,714	130,133
Acquired Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	438,298	305,588
Acquired Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	372,530	258,575
Acquired Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	65,768	47,013
Acquired Loans [Member] | Commercial Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases
Pass [Member] | Originated Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	4,078,565	3,881,020
Pass [Member] | Originated Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	2,388,404	2,282,139
Pass [Member] | Originated Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	1,550,195	1,472,598
Pass [Member] | Originated Loans [Member] | Commercial Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	139,966	126,283
Pass [Member] | Acquired Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	326,911	243,896
Pass [Member] | Acquired Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	277,806	204,300
Pass [Member] | Acquired Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	49,105	39,596
Pass [Member] | Acquired Loans [Member] | Commercial Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases
Special Mention [Member] | Originated Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	128,501	90,408
Special Mention [Member] | Originated Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	46,750	57,938
Special Mention [Member] | Originated Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	80,987	32,227
Special Mention [Member] | Originated Loans [Member] | Commercial Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	764	243
Special Mention [Member] | Acquired Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	52,730	18,324
Special Mention [Member] | Acquired Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	47,663	14,713
Special Mention [Member] | Acquired Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	5,067	3,611
Special Mention [Member] | Acquired Loans [Member] | Commercial Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases
Substandard [Member] | Originated Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	169,292	159,679
Substandard [Member] | Originated Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	110,342	106,258
Substandard [Member] | Originated Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	57,966	49,814
Substandard [Member] | Originated Loans [Member] | Commercial Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	984	3,607
Substandard [Member] | Acquired Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	57,255	42,897
Substandard [Member] | Acquired Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	45,673	39,093
Substandard [Member] | Acquired Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	11,582	3,804
Substandard [Member] | Acquired Loans [Member] | Commercial Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases
Doubtful [Member] | Originated Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	3,101	2,798
Doubtful [Member] | Originated Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	2,782	2,136
Doubtful [Member] | Originated Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	319	662
Doubtful [Member] | Originated Loans [Member] | Commercial Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases
Doubtful [Member] | Acquired Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	1,402	471
Doubtful [Member] | Acquired Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	1,388	469
Doubtful [Member] | Acquired Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases	14	2
Doubtful [Member] | Acquired Loans [Member] | Commercial Leases [Member]
Financing Receivable, Recorded Investment [Line Items]
Total commercial loans and leases

XML

Borrowings - Summary of Short-Term Borrowings (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
Securities sold under repurchase agreements	$ 834,610	$ 807,820
Federal funds purchased	200,000	140,000
Subordinated notes	131,570	135,318
Short-term borrowings	$ 1,166,180	$ 1,083,138

XML

Loans and Allowance for Loan Losses - Age Analysis of Past Due Loans, by Class (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	$ 8,836,905	$ 8,137,719
Commercial Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	2,920,808	2,707,046
Commercial and Industrial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	1,755,235	1,602,314
Commercial Leases [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	141,714	130,133
Commercial Loans [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	4,817,757	4,439,493
Direct Installment [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	1,408,539	1,178,530
Residential Mortgages [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	1,031,805	1,092,228
Indirect Installment [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	638,312	582,037
Consumer Lines of Credit [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	887,981	805,494
Other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	52,511	39,937
Originated Loans [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	41,212	46,205
> 90 Days Past Due and Still Accruing	7,018	6,707
Non- Accrual	65,451	66,004
Total Past Due	113,681	118,916
Current	7,773,554	7,118,475
Total Loans	7,887,235	7,237,391
Originated Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	7,041	5,786
> 90 Days Past Due and Still Accruing	301	533
Non- Accrual	47,151	47,895
Total Past Due	54,493	54,214
Current	2,493,785	2,394,257
Total Loans	2,548,278	2,448,471
Originated Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	4,068	7,310
> 90 Days Past Due and Still Accruing	459	456
Non- Accrual	8,081	6,017
Total Past Due	12,608	13,783
Current	1,676,859	1,541,518
Total Loans	1,689,467	1,555,301
Originated Loans [Member] | Commercial Leases [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	836	1,671
Non- Accrual	782	965
Total Past Due	1,618	2,636
Current	140,096	127,497
Total Loans	141,714	130,133
Originated Loans [Member] | Commercial Loans [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	11,945	14,767
> 90 Days Past Due and Still Accruing	760	989
Non- Accrual	56,014	54,877
Total Past Due	68,719	70,633
Current	4,310,740	4,063,272
Total Loans	4,379,459	4,133,905
Originated Loans [Member] | Direct Installment [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	9,952	8,834
> 90 Days Past Due and Still Accruing	2,515	2,717
Non- Accrual	4,462	3,342
Total Past Due	16,929	14,893
Current	1,332,875	1,093,972
Total Loans	1,349,804	1,108,865
Originated Loans [Member] | Residential Mortgages [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	12,331	15,821
> 90 Days Past Due and Still Accruing	1,986	2,365
Non- Accrual	3,694	2,891
Total Past Due	18,011	21,077
Current	651,967	632,749
Total Loans	669,978	653,826
Originated Loans [Member] | Indirect Installment [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	4,815	5,114
> 90 Days Past Due and Still Accruing	607	374
Non- Accrual	975	1,039
Total Past Due	6,397	6,527
Current	624,633	561,797
Total Loans	631,030	568,324
Originated Loans [Member] | Consumer Lines of Credit [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	2,146	1,633
> 90 Days Past Due and Still Accruing	1,113	247
Non- Accrual	306	355
Total Past Due	3,565	2,235
Current	800,888	730,299
Total Loans	804,453	732,534
Originated Loans [Member] | Other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	23	36
> 90 Days Past Due and Still Accruing	37	15
Non- Accrual		3,500
Total Past Due	60	3,551
Current	52,451	36,386
Total Loans	52,511	39,937
Acquired Loans [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	16,968	22,799
> 90 Days Past Due and Still Accruing	41,458	36,585
Non- Accrual
Total Past Due	58,426	59,384
Current	953,464	890,478
Discount	(62,220)	(49,534)
Total Loans	949,670	900,328
Acquired Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	4,681	6,829
> 90 Days Past Due and Still Accruing	16,002	13,597
Non- Accrual
Total Past Due	20,683	20,426
Current	370,373	250,116
Discount	(18,526)	(11,967)
Total Loans	372,530	258,575
Acquired Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	3,396	1,653
> 90 Days Past Due and Still Accruing	4,500	138
Non- Accrual
Total Past Due	7,896	1,791
Current	63,566	47,351
Discount	(5,694)	(2,129)
Total Loans	65,768	47,013
Acquired Loans [Member] | Commercial Leases [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due
> 90 Days Past Due and Still Accruing
Non- Accrual
Total Past Due
Current
Discount
Total Loans
Acquired Loans [Member] | Commercial Loans [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	8,077	8,482
> 90 Days Past Due and Still Accruing	20,502	13,735
Non- Accrual
Total Past Due	28,579	22,217
Current	433,939	297,467
Discount	(24,220)	(14,096)
Total Loans	438,298	305,588
Acquired Loans [Member] | Direct Installment [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	1,147	1,454
> 90 Days Past Due and Still Accruing	1,023	947
Non- Accrual
Total Past Due	2,170	2,401
Current	53,785	63,502
Discount	2,780	3,762
Total Loans	58,735	69,665
Acquired Loans [Member] | Residential Mortgages [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	7,272	12,137
> 90 Days Past Due and Still Accruing	19,002	21,069
Non- Accrual
Total Past Due	26,274	33,206
Current	370,609	439,620
Discount	(35,056)	(34,424)
Total Loans	361,827	438,402
Acquired Loans [Member] | Indirect Installment [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	246	347
> 90 Days Past Due and Still Accruing	38	56
Non- Accrual
Total Past Due	284	403
Current	7,661	14,089
Discount	(663)	(779)
Total Loans	7,282	13,713
Acquired Loans [Member] | Consumer Lines of Credit [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due	226	379
> 90 Days Past Due and Still Accruing	893	778
Non- Accrual
Total Past Due	1,119	1,157
Current	87,470	75,800
Discount	(5,061)	(3,997)
Total Loans	83,528	72,960
Acquired Loans [Member] | Other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
30-89 Days Past Due
> 90 Days Past Due and Still Accruing
Non- Accrual
Total Past Due
Current
Discount
Total Loans

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Business - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2013 Location State
Nature Of Operations [Line Items]
Number of states, Company operating financial services	6
Number of metropolitan areas, Company operating financial services	3
Number of banking offices, description	more than 250
Number of consumer finance offices, description	more than 70
Minimum [Member]
Nature Of Operations [Line Items]
Number of consumer finance offices	70
Number of banking offices	250

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Loans and Allowance for Loan Losses - Summary of Troubled Debt Restructurings by Class of Loans, Payment Default (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013 Contract	Sep. 30, 2012 Contract	Sep. 30, 2013 Contract	Sep. 30, 2012 Contract
Financing Receivable, Modifications [Line Items]
Number of Contracts	27	24	65	33
Recorded Investment	$ 438	$ 169	$ 1,637	$ 381
Commercial Real Estate [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts			1
Recorded Investment			751
Commercial and Industrial [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts			1
Recorded Investment			15
Commercial Leases [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts
Recorded Investment
Commercial Loans [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts			2
Recorded Investment			766
Direct Installment [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts	24	21	53	27
Recorded Investment	254	138	509	165
Residential Mortgages [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts	2	1	5	3
Recorded Investment	99	25	240	208
Indirect Installment [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts		2	4	3
Recorded Investment		6	37	8
Consumer Lines of Credit [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts	1		1
Recorded Investment	85		85
Other [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts
Recorded Investment

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Comprehensive Income - Changes in Accumulated Other Comprehensive Income, Net of Tax, by Component (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income, Beginning balance			$ (46,224)
Other comprehensive income before reclassifications			(19,464)
Amounts reclassified from accumulated other comprehensive income			(483)
Net current period other comprehensive income	(4,094)	2,389	(19,947)	6,176
Accumulated other comprehensive income, Ending balance	(66,171)		(66,171)
Unrealized Net Gains on Securities Available for Sale [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income, Beginning balance			9,269
Other comprehensive income before reclassifications			(17,914)
Amounts reclassified from accumulated other comprehensive income			(483)
Net current period other comprehensive income			(18,397)
Accumulated other comprehensive income, Ending balance	(9,128)		(9,128)
Non-Credit Related Loss on Debt Securities not Expected to be Sold [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income, Beginning balance			(8,039)
Other comprehensive income before reclassifications			1,506
Net current period other comprehensive income			1,506
Accumulated other comprehensive income, Ending balance	(6,533)		(6,533)
Unrealized Losses on Derivative Instruments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income, Beginning balance			(171)
Other comprehensive income before reclassifications			(4,113)
Net current period other comprehensive income			(4,113)
Accumulated other comprehensive income, Ending balance	(4,284)		(4,284)
Unrecognized Pension and Postretirement Obligations [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income, Beginning balance			(47,283)
Other comprehensive income before reclassifications			1,057
Net current period other comprehensive income			1,057
Accumulated other comprehensive income, Ending balance	$ (46,226)		$ (46,226)

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Comprehensive Income - Summary of Reclassifications Out of Accumulated Other Comprehensive Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net securities gains	$ 5	$ (66)	$ 757	$ 302
Tax (expense) benefit	9,977	12,090	34,024	32,549
Net Income	31,634	30,743	89,365	81,455
Amount Reclassified from Other Comprehensive Income [Member] | Unrealized Net Gains on Securities Available for Sale [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net securities gains			(743)
Tax (expense) benefit			(260)
Net Income			$ (483)

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Earnings Per Share - Additional Information (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Earnings Per Share [Abstract]
Common stock excluded from computation of diluted earnings per share	17,081	168,227	41,779	156,983

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding net of unvested shares of restricted stock.

Diluted earnings per share is calculated by dividing net income adjusted for interest expense on convertible debt by the weighted average number of shares of common stock outstanding, adjusted for the dilutive effect of potential common shares issuable for stock options, warrants, restricted shares and convertible debt, as calculated using the treasury stock method. Adjustments to the weighted average number of shares of common stock outstanding are made only when such adjustments dilute earnings per common share.

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Net income	$	31,634	$	30,743	$	89,365	$	81,455
Basic weighted average common shares outstanding		144,759,887		139,228,812		142,949,134		139,074,244
Net effect of dilutive stock options, warrants, restricted stock and convertible debt		1,686,555		1,535,240		1,520,683		1,474,334
Diluted weighted average common shares outstanding		146,446,442		140,764,052		144,469,817		140,548,578
Basic earnings per share	$	0.22	$	0.22	$	0.63	$	0.59
Diluted earnings per share	$	0.22	$	0.22	$	0.62	$	0.58

For the three months ended September 30, 2013 and 2012, 17,081 and 168,227 shares of common stock, respectively, related to stock options and warrants were excluded from the computation of diluted earnings per share because the exercise price of the shares was greater than the average market price of the common shares and therefore, the effect would be anti-dilutive. For the nine months ended September 30, 2013 and 2012, 41,779 and 156,983 shares of common stock, respectively, related to stock options and warrants were excluded from the computation of diluted earnings per share because the exercise price of the shares was greater than the average market price of the common shares and therefore, the effect would be anti-dilutive.

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Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Statement Of Stockholders Equity [Abstract]
Common stock dividends per share	$ 0.12	$ 0.12	$ 0.36	$ 0.36

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BUSINESS

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

BUSINESS

BUSINESS

F.N.B. Corporation (the Corporation), headquartered in Hermitage, Pennsylvania, is a regional diversified financial services company operating in six states and three major metropolitan areas, including Pittsburgh, Pennsylvania, Baltimore, Maryland and Cleveland, Ohio. The Corporation has more than 250 banking offices throughout Pennsylvania, Ohio, West Virginia and Maryland. The Corporation provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network which is led by its largest affiliate, First National Bank of Pennsylvania (FNBPA). Commercial banking solutions include corporate banking, small business banking, investment real estate financing, asset based lending, capital markets and lease financing. Consumer banking products and services include deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. Wealth management services include asset management, private banking and insurance. The Corporation also operates Regency Finance Company (Regency), which has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee.

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SECURITIES OFFERINGS

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

SECURITIES OFFERINGS

SECURITIES OFFERINGS

On November 1, 2013, the Corporation completed a public offering of 4,693,876 shares of common stock at a price of $12.25 per share, including 612,244 shares of common stock purchased by the underwriters pursuant to an over-allotment option, which the underwriters exercised in full. On November 1, 2013, the Corporation also completed a public offering of 4,000,000 Depositary Shares, each representing a 1/40^th interest in the Non-Cumulative Perpetual Preferred Stock, Series E, of the Corporation, at a price of $25.00 per share. The net proceeds of the combined offerings after deducting underwriting discounts and commissions and estimated offering expenses were $151,175. The Corporation intends to use the proceeds from the offerings to proactively position itself for Basel III implementation, as discussed in the “Enhanced Regulatory Capital Standards” section of this Report, and to support future growth opportunities.

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Borrowings - Summary of Long-Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
Federal Home Loan Bank advances	$ 79	$ 88
Subordinated notes	82,457	79,897
Other subordinated debt	8,691	8,850
Convertible debt	580	590
Long-term debt	$ 91,807	$ 89,425

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BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The Corporation’s accompanying consolidated financial statements and these notes to the financial statements include subsidiaries in which the Corporation has a controlling financial interest. The Corporation owns and operates FNBPA, First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, Regency, F.N.B. Capital Corporation, LLC and Bank Capital Services, LLC, and includes results for each of these entities in the accompanying consolidated financial statements.

The accompanying consolidated financial statements include all adjustments that are necessary, in the opinion of management, to fairly reflect the Corporation’s financial position and results of operations in accordance with U.S. generally accepted accounting principles (GAAP). All significant intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. Events occurring subsequent to the date of the balance sheet have been evaluated for potential recognition or disclosure in the consolidated financial statements through the date of the filing of the consolidated financial statements with the Securities and Exchange Commission (SEC).

Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The interim operating results are not necessarily indicative of operating results the Corporation expects for the full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K filed with the SEC on February 28, 2013.

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BUSINESS SEGMENTS (Tables)

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Financial Information for Segments of Corporation

The following tables provide financial information for these segments of the Corporation. The information provided under the caption “Parent and Other” represents operations not considered to be reportable segments and/or general operating expenses of the Corporation, and includes the parent company, other non-bank subsidiaries and eliminations and adjustments which are necessary for purposes of reconciliation to the consolidated amounts.

	Community Banking		Wealth Management		Insurance		Consumer Finance		Parent and Other			Consolidated
At or for the Three Months Ended September 30, 2013
Interest income	$	98,716	$	—	$	27	$	9,600	$	1,447		$	109,790
Interest expense		7,552		—		—		839		2,145			10,536
Net interest income		91,164		—		27		8,761		(698	)		99,254
Provision for loan losses		5,432		—		—		1,725		123			7,280
Non-interest income		24,365		6,916		3,222		681		(2,326	)		32,858
Non-interest expense		68,091		5,850		2,799		4,724		(358	)		81,106
Intangible amortization		1,938		76		101		—		—			2,115
Income tax expense (benefit)		9,552		366		128		1,145		(1,214	)		9,977
Net income (loss)		30,516		624		221		1,848		(1,575	)		31,634
Total assets		12,610,043		19,614		19,788		182,695		(41,861	)		12,790,279
Total intangibles		725,389		11,084		10,627		1,809		—			748,909
At or for the Three Months Ended September 30, 2012
Interest income	$	97,364	$	—	$	27	$	8,860	$	1,505		$	107,756
Interest expense		10,912		—		—		869		2,444			14,225
Net interest income		86,452		—		27		7,991		(939	)		93,531
Provision for loan losses		6,826		—		—		1,421		182			8,429
Non-interest income		25,048		6,006		3,602		590		(433	)		34,813
Non-interest expense		61,820		4,844		2,947		4,829		400			74,840
Intangible amortization		2,056		80		106		—		—			2,242
Income tax expense (benefit)		11,456		396		204		888		(854	)		12,090
Net income (loss)		29,342		686		372		1,443		(1,100	)		30,743
Total assets		11,803,432		19,075		19,281		170,304		(27,201	)		11,984,891
Total intangibles		693,029		11,392		11,033		1,809		—			717,263
At or for the Nine Months Ended September 30, 2013
Interest income	$	289,984	$	—	$	82	$	27,920	$	4,763		$	322,749
Interest expense		24,449		—		—		2,533		6,671			33,653
Net interest income		265,535		—		82		25,387		(1,908	)		289,096
Provision for loan losses		17,283		—		—		4,930		511			22,724
Non-interest income		74,118		21,294		10,024		2,029		(4,183	)		103,282
Non-interest expense		198,395		18,338		8,420		14,063		823			240,039
Intangible amortization		5,694		228		304		—		—			6,226
Income tax expense (benefit)		32,486		1,009		497		3,234		(3,202	)		34,024
Net income (loss)		85,795		1,719		885		5,189		(4,223	)		89,365
Total assets		12,610,043		19,614		19,788		182,695		(41,861	)		12,790,279
Total intangibles		725,389		11,084		10,627		1,809		—			748,909
At or for the Nine Months Ended September 30, 2012
Interest income	$	293,756	$	4	$	85	$	25,888	$	4,595		$	324,328
Interest expense		35,130		—		—		2,736		7,529			45,395
Net interest income		258,626		4		85		23,152		(2,934	)		278,933
Provision for loan losses		17,215		—		—		4,218		595			22,028
Non-interest income		72,904		17,889		10,072		1,674		(3,203	)		99,336
Non-interest expense		196,510		14,587		8,658		14,016		1,574			235,345
Intangible amortization		6,334		240		318		—		—			6,892
Income tax expense (benefit)		31,882		1,117		420		2,530		(3,400	)		32,549
Net income (loss)		79,589		1,949		761		4,062		(4,906	)		81,455
Total assets		11,803,432		19,075		19,281		170,304		(27,201	)		11,984,891
Total intangibles		693,029		11,392		11,033		1,809		—			717,263

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The Corporation uses fair value measurements to record fair value adjustments to certain financial assets and liabilities and to determine fair value disclosures. Securities available for sale and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, the Corporation may be required to record at fair value other assets on a non-recurring basis, such as mortgage loans held for sale, certain impaired loans, OREO and certain other assets.

Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure.

In determining fair value, the Corporation uses various valuation approaches, including market, income and cost approaches. ASC 820, Fair Value Measurements and Disclosures, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, which are developed based on market data obtained from sources independent of the Corporation. Unobservable inputs reflect the Corporation’s assumptions about the assumptions that market participants would use in pricing an asset or liability, which are developed based on the best information available in the circumstances.

The fair value hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:

Measurement Category	Definition
Level 1	valuation is based upon unadjusted quoted market prices for identical instruments traded in active markets.
Level 2	valuation is based upon quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by market data.
Level 3	valuation is derived from other valuation methodologies including discounted cash flow models and similar techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in determining fair value.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Following is a description of the valuation methodologies the Corporation uses for financial instruments recorded at fair value on either a recurring or non-recurring basis:

Securities Available For Sale

Securities available for sale consists of both debt and equity securities. These securities are recorded at fair value on a recurring basis. At September 30, 2013, 97% of these securities used valuation methodologies involving market-based or market-derived information, collectively Level 1 and Level 2 measurements, to measure fair value. The remaining 3% of these securities were measured using model-based techniques, with primarily unobservable (Level 3) inputs.

The Corporation closely monitors market conditions involving assets that have become less actively traded. If the fair value measurement is based upon recent observable market activity of such assets or comparable assets (other than forced or distressed transactions) that occur in sufficient volume, and do not require significant adjustment using unobservable inputs, those assets are classified as Level 1 or Level 2; if not, they are classified as Level 3. Making this assessment requires significant judgment.

The Corporation uses prices from independent pricing services and, to a lesser extent, indicative (non-binding) quotes from independent brokers, to measure the fair value of investment securities. The Corporation validates prices received from pricing services or brokers using a variety of methods, including, but not limited to, comparison to secondary pricing services, corroboration of pricing by reference to other independent market data such as secondary broker quotes and relevant benchmark indices, and review of pricing by Corporate personnel familiar with market liquidity and other market-related conditions.

The Corporation determines the valuation of its investments in pooled TPS with the assistance of a third-party independent financial consulting firm that specializes in advisory services related to illiquid financial investments. The consulting firm provides the Corporation appropriate valuation methodology, performance assumptions, modeling techniques, discounted cash flows, discount rates using the underlying index plus 4.5-14%, and sensitivity analyses with respect to levels of defaults and deferrals necessary to produce losses.

Additionally, the Corporation utilizes the firm’s expertise to reassess assumptions to reflect actual conditions. See the Securities footnote in the Notes to Consolidated Financial Statements section of this Report for information on how the Corporation reassesses assumptions to determine the valuation of its pooled TPS. Accessing the services of a financial consulting firm with a focus on financial instruments assists the Corporation in accurately valuing these complex financial instruments and facilitates informed decision-making with respect to such instruments.

The Level 3 CDOs could be subject to sensitivities in market risks that may cause the discount rates on these instruments to vary from those currently utilized to determine fair value. These discount rates vary today, but typically range between 4.5-14% over the coupon rate of the specific security. The valuations are somewhat sensitive to changes in the discount rate. For example, each 1% change in the discount rate will alter the fair value of these debt obligations by approximately $3,000 or 7% of the total book value. Factors that could influence the discount rate include: the overall health of the economy, the current and projected health of the banking system and its impact upon banks’ capital strategies, access to capital markets for the underlying debt issuers and regulatory matters. Generally, in an improving economy the health of the banking system should be improving and capital market access would be open, thus reducing market risk premiums and therefore discount rates for these instruments. Conversely, the opposite is true, a weakening economy puts pressure on the banking system and the financial health of banks. The Corporation takes all these factors into consideration when establishing a fair value for these Level 3 obligations.

Derivative Financial Instruments

The Corporation determines its fair value for derivatives using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects contractual terms of the derivative, including the period to maturity and uses observable market based inputs, including interest rate curves and implied volatilities.

The Corporation incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of non-performance risk, the Corporation considers the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although the Corporation has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2013, the Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Corporation has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Residential Mortgage Loans Held For Sale

These loans are carried at the lower of cost or fair value. Under lower of cost or fair value accounting, periodically, it may be necessary to record non-recurring fair value adjustments. Fair value, when recorded, is based on independent quoted market prices and is classified as Level 2.

Impaired Loans

The Corporation reserves for commercial loan relationships greater than or equal to $500 that the Corporation considers impaired as defined in ASC 310 at the time the Corporation identifies the loan as impaired based upon the present value of expected future cash flows available to pay the loan, or based upon the fair value of the collateral less estimated selling costs where a loan is collateral dependent. Collateral may be real estate and/or business assets including equipment, inventory and accounts receivable.

The Corporation determines the value of real estate based on appraisals by licensed or certified appraisers. The value of business assets is generally based on amounts reported on the business’ financial statements. Management must rely on the financial statements prepared and certified by the borrower or its accountants in determining the value of these business assets on an ongoing basis which may be subject to significant change over time. Based on the quality of information or statements provided, management may require the use of business asset appraisals and site-inspections to better value these assets. The Corporation may discount appraised and reported values based on management’s historical knowledge, changes in market conditions from the time of valuation or management’s knowledge of the borrower and the borrower’s business. Since not all valuation inputs are observable, the Corporation classifies these non-recurring fair value determinations as Level 2 or Level 3 based on the lowest level of input that is significant to the fair value measurement.

The Corporation reviews and evaluates impaired loans no less frequently than quarterly for additional impairment based on the same factors identified above.

Other Real Estate Owned

OREO is comprised of commercial and residential real estate properties obtained in partial or total satisfaction of loan obligations plus some bank owned real estate. OREO acquired in settlement of indebtedness is recorded at the lower of carrying amount of the loan or fair value less costs to sell. Subsequently, these assets are carried at the lower of carrying value or fair value less costs to sell. Accordingly, it may be necessary to record non-recurring fair value adjustments. Fair value is generally based upon appraisals by licensed or certified appraisers and other market information and is classified as Level 2 or Level 3.

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3		Total
September 30, 2013
Assets measured at fair value
Available for sale debt securities
U.S. government-sponsored entities	$	—	$	332,152	$	—	$	332,152
Residential mortgage-backed securities
Agency mortgage-backed securities		—		227,638		—		227,638
Agency collateralized mortgage obligations		—		489,047		—		489,047
Non-agency collateralized mortgage obligations		—		19		1,827		1,846
States of the U.S. and political subdivisions		—		17,875		—		17,875
Collateralized debt obligations		—		—		28,704		28,704
Other debt securities		—		16,128		—		16,128
		—		1,082,859		30,531		1,113,390
Available for sale equity securities
Financial services industry		686		1,020		398		2,104
Insurance services industry		64		—		—		64
		750		1,020		398		2,168
		750		1,083,879		30,929		1,115,558
Derivative financial instruments
Trading		—		37,655		—		37,655
Not for trading		—		387		—		387
		—		38,042		—		38,042
	$	750	$	1,121,921	$	30,929	$	1,153,600
Liabilities measured at fair value
Derivative financial instruments
Trading		—	$	37,495		—	$	37,495
Not for trading		—		6,977		—		6,977
		—	$	44,472		—	$	44,472
December 31, 2012
Assets measured at fair value
Available for sale debt securities
U.S. government-sponsored entities	$	—	$	354,457	$	—	$	354,457
Residential mortgage-backed securities
Agency mortgage-backed securities		—		275,150		—		275,150
Agency collateralized mortgage obligations		—		469,547		—		469,547
Non-agency collateralized mortgage obligations		—		24		2,705		2,729
States of the U.S. and political subdivisions		—		24,824		—		24,824
Collateralized debt obligations		—		—		22,456		22,456
Other debt securities		—		14,621		6,892		21,513
		—		1,138,623		32,053		1,170,676
Available for sale equity securities
Financial services industry		351		1,099		512		1,962
Insurance services industry		45		—		—		45
		396		1,099		512		2,007
		396		1,139,722		32,565		1,172,683
Derivative financial instruments
Trading		—		58,008		—		58,008
Not for trading		—		—		—		—
		—		58,008		—		58,008
	$	396	$	1,197,730	$	32,565	$	1,230,691
Liabilities measured at fair value
Derivative financial instruments
Trading		—	$	58,150		—	$	58,150
Not for trading		—		—		—		—
		—	$	58,150		—	$	58,150

During 2013, the Corporation transferred out of Level 2 and Level 3 equity securities that now trade on NASDAQ. At September 30, 2013, the securities are classified as Level 1. Additionally during 2013, the Corporation transferred out of Level 3 and into Level 2 four single name TPS. There were no transfers of assets or liabilities between the hierarchy levels for the nine months ended September 30, 2012.

The following table presents additional information about assets measured at fair value on a recurring basis and for which the Corporation has utilized Level 3 inputs to determine fair value:

	Pooled Trust Preferred Collateralized Debt Obligations			Other Debt Securities			Equity Securities			Residential Non-Agency Collateralized Mortgage Obligations			Total
Nine Months Ended September 30, 2013
Balance at beginning of period	$	22,456		$	6,892		$	512		$	2,705		$	32,565
Total gains (losses) – realized/unrealized:
Included in earnings		—			78			—			—			78
Included in other comprehensive income		4,561			21			6			(21	)		4,567
Accretion included in earnings		2,311			4			—			11			2,326
Purchases, issuances, sales and settlements:
Purchases		—			—			—			—			—
Issuances		29			—			—			—			29
Sales/redemptions		—			(1,033	)		—			—			(1,033	)
Settlements		(653	)		—			—			(868	)		(1,521	)
Transfers from Level 3		—			(5,962	)		(120	)		—			(6,082	)
Transfers into Level 3		—			—			—			—			—
Balance at end of period	$	28,704		$	—		$	398		$	1,827		$	30,929
Year Ended December 31, 2012
Balance at beginning of period	$	5,998		$	5,197		$	408		$	—		$	11,603
Total gains (losses) – realized/unrealized:
Included in earnings		—			—			—			—			—
Included in other comprehensive income		917			732			104			49			1,802
Accretion included in earnings		2,515			9			—			20			2,544
Purchases, issuances, sales and settlements:
Purchases		16,569			954			—			4,230			21,753
Issuances		46			—			—			—			46
Sales/redemptions		(2,542	)		—			—			—			(2,542	)
Settlements		(1,047	)		—			—			(1,594	)		(2,641	)
Transfers from Level 3		—			—			—			—			—
Transfers into Level 3		—			—			—			—			—
Balance at end of period	$	22,456		$	6,892		$	512		$	2,705		$	32,565

The Corporation reviews fair value hierarchy classifications on a quarterly basis. Changes in the observability of the valuation attributes may result in reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in/out of Level 3 at fair value at the beginning of the period in which the changes occur. See the Securities footnote in the Notes to Consolidated Financial Statements section of this Report for information relating to significant unobservable inputs used in determining Level 3 fair values.

For the nine months ended September 30, 2013 and 2012, there were no gains or losses included in earnings attributable to the change in unrealized gains or losses relating to assets still held as of those dates.

In accordance with GAAP, from time to time, the Corporation measures certain assets at fair value on a non-recurring basis. These adjustments to fair value usually result from the application of lower of cost or fair value accounting or write-downs of individual assets. Valuation methodologies used to measure these fair value adjustments were previously described. For assets measured at fair value on a non-recurring basis still held at the balance sheet date, the following table provides the hierarchy level and the fair value of the related assets or portfolios:

	Level 1		Level 2		Level 3		Total
September 30, 2013
Impaired loans		—	$	3,880	$	9,242	$	13,122
Other real estate owned		—		4,751		4,634		9,385
December 31, 2012
Impaired loans		—	$	14,325	$	3,171	$	17,496
Other real estate owned		—		5,771		13,540		19,311
Investment security, held-to-maturity:
Non-agency CMO		—		—		3,636		3,636

Impaired loans measured or re-measured at fair value on a non-recurring basis during the nine months ended September 30, 2013 had a carrying amount of $14,424 and an allocated allowance for loan losses of $2,906 at September 30, 2013. The allocated allowance is based on fair value of $13,122 less estimated costs to sell of $1,604. The allowance for loan losses includes a provision applicable to the current period fair value measurements of $771, which was included in the provision for loan losses for the nine months ended September 30, 2013.

OREO with a carrying amount of $10,738 was written down to $8,245 (fair value of $9,385 less estimated costs to sell of $1,140), resulting in a loss of $2,493, which was included in earnings for the nine months ended September 30, 2013.

The investment security held-to-maturity as of December 31, 2012 represented a non-agency CMO where OTTI had been identified and the investment had been adjusted to fair value. This security was sold during the first quarter of 2013.

Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each financial instrument:

Cash and Cash Equivalents, Accrued Interest Receivable and Accrued Interest Payable. For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Securities. For both securities available for sale and securities held to maturity, fair value equals the quoted market price from an active market, if available, and is classified within Level 1. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities or pricing models, and is classified as Level 2. Where there is limited market activity or significant valuation inputs are unobservable, securities are classified within Level 3. Under current market conditions, assumptions used to determine the fair value of Level 3 securities have greater subjectivity due to the lack of observable market transactions.

Loans. The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities less an illiquidity discount. The fair value of variable and adjustable rate loans approximates the carrying amount. Due to the significant judgment involved in evaluating credit quality, loans are classified within Level 3 of the fair value hierarchy.

Bank Owned Life Insurance. The Corporation owns general account, separate account and hybrid account bank owned life insurance (BOLI). The fair value of the general account BOLI is based on the insurance contract cash surrender value. The separate account BOLI has a stable value protection (SVP) component that mitigates the impact of market value fluctuations of the underlying account assets. The SVP component guarantees the book value, which is the insurance contract cash surrender value. The hybrid account BOLI also has a guaranteed book value, except it does not require a stable value protection component. Instead, the insurance carrier incurs the investment return risk, which is imbedded in their fee structure.

If the Corporation’s separate account and hybrid account BOLI book value exceeds the market value of the underlying securities, then the fair value of the separate account and hybrid account BOLI is the cash surrender value. If the Corporation’s separate account and hybrid account BOLI book value is less than the market value of the underlying securities, then the fair value of the separate account and hybrid account BOLI is the quoted market price of the underlying securities.

Derivative Assets and Liabilities. The Corporation determines its fair value for derivatives using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects contractual terms of the derivative, including the period to maturity and uses observable market based inputs, including interest rate curves and implied volatilities.

The Corporation incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of non-performance risk, the Corporation considers the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although the Corporation has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2013, the Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Corporation has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Deposits. The estimated fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date because of the customers’ ability to withdraw funds immediately. The fair value of fixed-maturity deposits is estimated by discounting future cash flows using rates currently offered for deposits of similar remaining maturities.

Short-Term Borrowings. The carrying amounts for short-term borrowings approximate fair value for amounts that mature in 90 days or less. The fair value of subordinated notes is estimated by discounting future cash flows using rates currently offered.

Long-Term and Junior Subordinated Debt. The fair value of long-term and junior subordinated debt is estimated by discounting future cash flows based on the market prices for the same or similar issues or on the current rates offered to the Corporation for debt of the same remaining maturities.

Loan Commitments and Standby Letters of Credit. Estimates of the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties. Also, unfunded loan commitments relate principally to variable rate commercial loans, typically are non-binding, and fees are not normally assessed on these balances.

Nature of Estimates. Many of the estimates presented herein are based upon the use of highly subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable to other financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Further, because the disclosed fair value amounts were estimated as of the balance sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different.

The fair values of the Corporation’s financial instruments are as follows:

					Fair Value Measurements
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
September 30, 2013
Financial Assets
Cash and cash equivalents	$	283,509	$	283,509	$	283,509	$	—	$	—
Securities available for sale		1,115,558		1,115,558		750		1,083,879		30,929
Securities held to maturity		1,180,992		1,181,652		—		1,174,282		7,370
Net loans, including loans held for sale		8,734,958		8,597,123		—		—		8,597,123
Bank owned life insurance		263,781		268,641		268,641		—		—
Derivative assets		38,042		38,042		—		38,042		—
Accrued interest receivable		33,025		33,025		33,025		—		—
Financial Liabilities
Deposits		9,723,371		9,736,492		7,375,322		2,361,170		—
Short-term borrowings		1,166,180		1,166,180		1,166,180		—		—
Long-term debt		91,807		94,670		—		—		94,670
Junior subordinated debt		194,213		190,150		—		—		190,150
Derivative liabilities		44,472		44,472		—		44,472		—
Accrued interest payable		6,368		6,368		6,368		—		—
December 31, 2012
Financial Assets
Cash and cash equivalents	$	239,044	$	239,044	$	239,044	$	—	$	—
Securities available for sale		1,172,683		1,172,683		396		1,139,722		32,565
Securities held to maturity		1,106,563		1,143,213		—		1,128,524		14,689
Net loans, including loans held for sale		8,061,096		7,996,554		—		—		7,966,554
Bank owned life insurance		246,088		257,060		257,060		—		—
Derivative assets		58,008		58,008		—		58,008		—
Accrued interest receivable		30,210		30,210		30,210		—		—
Financial Liabilities
Deposits		9,082,174		9,117,757		6,546,316		2,571,441		—
Short-term borrowings		1,083,138		1,083,138		1,083,138		—		—
Long-term debt		89,425		92,329		—		—		92,329
Junior subordinated debt		204,019		172,246		—		—		172,246
Derivative liabilities		58,150		58,150		—		58,150		—
Accrued interest payable		9,054		9,054		9,054		—		—

XML

BORROWINGS (Tables)

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Summary Of Short-Term Borrowings

Following is a summary of short-term borrowings:

	September 30, 2013		December 31, 2012
Securities sold under repurchase agreements	$	834,610	$	807,820
Federal funds purchased		200,000		140,000
Subordinated notes		131,570		135,318
	$	1,166,180	$	1,083,138

Summary Of Long-Term Debt

Following is a summary of long-term debt:

	September 30, 2013		December 31, 2012
Federal Home Loan Bank advances	$	79	$	88
Subordinated notes		82,457		79,897
Other subordinated debt		8,691		8,850
Convertible debt		580		590
	$	91,807	$	89,425

XML

Loans and Allowance for Loan Losses - Summary of Individual and Collective Allowance for Loan Losses and Loan Balances by Class (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance, Individually Evaluated for Impairment	$ 2,906	$ 2,726
Allowance, Collectively Evaluated for Impairment	102,430	97,468
Loans	8,836,905	8,137,719
Loans Outstanding, Individually Evaluated for Impairment	41,097	36,648
Loans Outstanding, Collectively Evaluated for Impairment	7,846,138	7,200,743
Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance, Individually Evaluated for Impairment	2,782	2,136
Allowance, Collectively Evaluated for Impairment	32,061	32,674
Loans	2,920,808	2,707,046
Loans Outstanding, Individually Evaluated for Impairment	35,740	35,024
Loans Outstanding, Collectively Evaluated for Impairment	2,512,538	2,413,447
Commercial and Industrial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance, Individually Evaluated for Impairment	124	590
Allowance, Collectively Evaluated for Impairment	32,524	31,259
Loans	1,755,235	1,602,314
Loans Outstanding, Individually Evaluated for Impairment	5,357	1,624
Loans Outstanding, Collectively Evaluated for Impairment	1,684,110	1,553,677
Commercial Leases [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance, Individually Evaluated for Impairment
Allowance, Collectively Evaluated for Impairment	1,767	1,744
Loans	141,714	130,133
Loans Outstanding, Individually Evaluated for Impairment
Loans Outstanding, Collectively Evaluated for Impairment	141,714	130,133
Commercial Loans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance, Individually Evaluated for Impairment	2,906	2,726
Allowance, Collectively Evaluated for Impairment	66,352	65,677
Loans	4,817,757	4,439,493
Loans Outstanding, Individually Evaluated for Impairment	41,097	36,648
Loans Outstanding, Collectively Evaluated for Impairment	4,338,362	4,097,257
Direct Installment [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance, Individually Evaluated for Impairment
Allowance, Collectively Evaluated for Impairment	17,231	15,130
Loans	1,408,539	1,178,530
Loans Outstanding, Individually Evaluated for Impairment
Loans Outstanding, Collectively Evaluated for Impairment	1,349,804	1,108,865
Residential Mortgages [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance, Individually Evaluated for Impairment
Allowance, Collectively Evaluated for Impairment	5,433	5,155
Loans	1,031,805	1,092,228
Loans Outstanding, Individually Evaluated for Impairment
Loans Outstanding, Collectively Evaluated for Impairment	669,978	653,826
Indirect Installment [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance, Individually Evaluated for Impairment
Allowance, Collectively Evaluated for Impairment	6,127	5,449
Loans	638,312	582,037
Loans Outstanding, Individually Evaluated for Impairment
Loans Outstanding, Collectively Evaluated for Impairment	631,030	568,324
Consumer Lines of Credit [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance, Individually Evaluated for Impairment
Allowance, Collectively Evaluated for Impairment	7,079	6,057
Loans	887,981	805,494
Loans Outstanding, Individually Evaluated for Impairment
Loans Outstanding, Collectively Evaluated for Impairment	804,453	732,534
Other [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance, Individually Evaluated for Impairment
Allowance, Collectively Evaluated for Impairment	208
Loans	52,511	39,937
Loans Outstanding, Individually Evaluated for Impairment
Loans Outstanding, Collectively Evaluated for Impairment	52,511	39,937
Originated Loans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	7,887,235	7,237,391
Originated Loans [Member] | Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	2,548,278	2,448,471
Originated Loans [Member] | Commercial and Industrial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	1,689,467	1,555,301
Originated Loans [Member] | Commercial Leases [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	141,714	130,133
Originated Loans [Member] | Commercial Loans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	4,379,459	4,133,905
Originated Loans [Member] | Direct Installment [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	1,349,804	1,108,865
Originated Loans [Member] | Residential Mortgages [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	669,978	653,826
Originated Loans [Member] | Indirect Installment [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	631,030	568,324
Originated Loans [Member] | Consumer Lines of Credit [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	804,453	732,534
Originated Loans [Member] | Other [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 52,511	$ 39,937

XML

Fair Value Measurements - Balances of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	$ 1,113,390	$ 1,170,676
Assets measured at fair value, Available for sale equity securities	2,168	2,007
Assets measured at fair value, Available for sale securities	1,115,558	1,172,683
Derivative financial instruments	38,042	58,008
Assets measured at fair value, Total	1,153,600	1,230,691
Derivative financial instruments	44,472	58,150
Liabilities measured at fair value, Total	44,472	58,150
U.S. Government-Sponsored Entities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	332,152	354,457
Agency Mortgage-Backed Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	227,638	275,150
Agency Collateralized Mortgage Obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	489,047	469,547
Non-Agency Collateralized Mortgage Obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	1,846	2,729
States of the U.S. and Political Subdivisions [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	17,875	24,824
Collateralized Debt Obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	28,704	22,456
Other Debt Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	16,128	21,513
Financial Services Industry [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale equity securities	2,104	1,962
Insurance Services Industry [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale equity securities	64	45
Trading Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments	37,655	58,008
Not for Trading Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments	387
Trading Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments	37,495	58,150
Not for Trading Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments	6,977
Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Assets measured at fair value, Available for sale equity securities	750	396
Assets measured at fair value, Available for sale securities	750	396
Derivative financial instruments
Assets measured at fair value, Total	750	396
Liabilities measured at fair value, Total
Level 1 [Member] | U.S. Government-Sponsored Entities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Level 1 [Member] | Agency Mortgage-Backed Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Level 1 [Member] | Agency Collateralized Mortgage Obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Level 1 [Member] | Non-Agency Collateralized Mortgage Obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Level 1 [Member] | States of the U.S. and Political Subdivisions [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Level 1 [Member] | Collateralized Debt Obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Level 1 [Member] | Other Debt Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Level 1 [Member] | Financial Services Industry [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale equity securities	686	351
Level 1 [Member] | Insurance Services Industry [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale equity securities	64	45
Level 1 [Member] | Trading Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments
Level 1 [Member] | Not for Trading Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments
Level 1 [Member] | Trading Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments
Level 1 [Member] | Not for Trading Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments
Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	1,082,859	1,138,623
Assets measured at fair value, Available for sale equity securities	1,020	1,099
Assets measured at fair value, Available for sale securities	1,083,879	1,139,722
Derivative financial instruments	38,042	58,008
Assets measured at fair value, Total	1,121,921	1,197,730
Liabilities measured at fair value, Total	44,472	58,150
Level 2 [Member] | U.S. Government-Sponsored Entities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	332,152	354,457
Level 2 [Member] | Agency Mortgage-Backed Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	227,638	275,150
Level 2 [Member] | Agency Collateralized Mortgage Obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	489,047	469,547
Level 2 [Member] | Non-Agency Collateralized Mortgage Obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	19	24
Level 2 [Member] | States of the U.S. and Political Subdivisions [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	17,875	24,824
Level 2 [Member] | Collateralized Debt Obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Level 2 [Member] | Other Debt Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	16,128	14,621
Level 2 [Member] | Financial Services Industry [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale equity securities	1,020	1,099
Level 2 [Member] | Insurance Services Industry [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale equity securities
Level 2 [Member] | Trading Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments	37,655	58,008
Level 2 [Member] | Not for Trading Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments	387
Level 2 [Member] | Trading Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments	37,495	58,150
Level 2 [Member] | Not for Trading Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments	6,977
Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	30,531	32,053
Assets measured at fair value, Available for sale equity securities	398	512
Assets measured at fair value, Available for sale securities	30,929	32,565
Derivative financial instruments
Assets measured at fair value, Total	30,929	32,565
Liabilities measured at fair value, Total
Level 3 [Member] | U.S. Government-Sponsored Entities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Level 3 [Member] | Agency Mortgage-Backed Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Level 3 [Member] | Agency Collateralized Mortgage Obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Level 3 [Member] | Non-Agency Collateralized Mortgage Obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	1,827	2,705
Level 3 [Member] | States of the U.S. and Political Subdivisions [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities
Level 3 [Member] | Collateralized Debt Obligations [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities	28,704	22,456
Level 3 [Member] | Other Debt Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale debt securities		6,892
Level 3 [Member] | Financial Services Industry [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale equity securities	398	512
Level 3 [Member] | Insurance Services Industry [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Assets measured at fair value, Available for sale equity securities
Level 3 [Member] | Trading Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments
Level 3 [Member] | Not for Trading Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments
Level 3 [Member] | Trading Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments
Level 3 [Member] | Not for Trading Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Derivative financial instruments

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RETIREMENT AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)

9 Months Ended

Sep. 30, 2013

Compensation And Retirement Disclosure [Abstract]

Net Periodic Benefit Cost for Defined Benefit Plans

The net periodic benefit cost for the defined benefit plans includes the following components:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Service cost	$	15		$	13		$	51		$	47
Interest cost		1,437			1,545			4,291			4,627
Expected return on plan assets		(2,271	)		(2,034	)		(6,811	)		(5,902	)
Amortization:
Unrecognized net transition asset		(24	)		(24	)		(70	)		(70	)
Unrecognized prior service cost (credit)		2			2			6			6
Unrecognized loss		575			484			1,689			1,378
Net periodic pension benefit cost	$	(266	)	$	(14	)	$	(844	)	$	86

Net Periodic Postretirement Benefit Cost

The net periodic postretirement benefit cost includes the following components:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2013		2012			2013		2012
Interest cost	$	8	$	9		$	24	$	33
Amortization of unrecognized loss		2		(3	)		2		3
Net periodic postretirement benefit cost	$	10	$	6		$	26	$	36

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Loans and Allowance for Loan Losses - Summary of Changes in Allowance for Loan Losses by Class (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Balance at Beginning of Period	$ 108,280	$ 101,647	$ 104,374	$ 100,662
Charge- Offs	(5,844)	(9,220)	(20,811)	(23,563)
Recoveries	336	1,858	3,765	3,587
Net Charge- Offs	(5,508)	(7,362)	(17,046)	(19,976)
Provision for loan losses	7,280	8,429	22,724	22,028
Balance at End of Period	110,052	102,714	110,052	102,714
Commercial Real Estate [Member]
Balance at Beginning of Period	35,666	38,480	34,810	43,283
Charge- Offs	(365)	(1,481)	(3,067)	(4,733)
Recoveries	80	1,375	1,606	1,634
Net Charge- Offs	(285)	(106)	(1,461)	(3,099)
Provision for loan losses	(538)	(3,360)	1,494	(5,170)
Balance at End of Period	34,843	35,014	34,843	35,014
Commercial and Industrial [Member]
Balance at Beginning of Period	32,486	30,779	31,849	25,476
Charge- Offs	(1,529)	(3,746)	(4,262)	(7,086)
Recoveries	231	(19)	734	349
Net Charge- Offs	(1,298)	(3,765)	(3,528)	(6,737)
Provision for loan losses	1,460	4,861	4,327	13,136
Balance at End of Period	32,648	31,875	32,648	31,875
Commercial Leases [Member]
Balance at Beginning of Period	1,756	1,674	1,744	1,556
Charge- Offs	(69)	(216)	(317)	(509)
Recoveries	59	78	161	177
Net Charge- Offs	(10)	(138)	(156)	(332)
Provision for loan losses	21	214	179	526
Balance at End of Period	1,767	1,750	1,767	1,750
Commercial Loans [Member]
Balance at Beginning of Period	69,908	70,933	68,403	70,315
Charge- Offs	(1,963)	(5,443)	(7,646)	(12,328)
Recoveries	370	1,434	2,501	2,160
Net Charge- Offs	(1,593)	(4,009)	(5,145)	(10,168)
Provision for loan losses	943	1,715	6,000	8,492
Balance at End of Period	69,258	68,639	69,258	68,639
Direct Installment [Member]
Balance at Beginning of Period	15,993	14,536	15,130	14,814
Charge- Offs	(2,183)	(1,985)	(6,824)	(5,908)
Recoveries	227	225	709	721
Net Charge- Offs	(1,956)	(1,760)	(6,115)	(5,187)
Provision for loan losses	3,194	1,929	8,216	5,078
Balance at End of Period	17,231	14,705	17,231	14,705
Residential Mortgages [Member]
Balance at Beginning of Period	5,120	4,259	5,155	4,437
Charge- Offs	(174)	(3)	(733)	(644)
Recoveries	50	4	90	127
Net Charge- Offs	(124)	1	(643)	(517)
Provision for loan losses	437	256	921	596
Balance at End of Period	5,433	4,516	5,433	4,516
Indirect Installment [Member]
Balance at Beginning of Period	5,626	5,666	5,449	5,503
Charge- Offs	(807)	(688)	(2,349)	(2,128)
Recoveries	188	158	576	433
Net Charge- Offs	(619)	(530)	(1,773)	(1,695)
Provision for loan losses	1,120	539	2,451	1,867
Balance at End of Period	6,127	5,675	6,127	5,675
Consumer Lines of Credit [Member]
Balance at Beginning of Period	6,421	5,266	6,057	5,447
Charge- Offs	(454)	(831)	(1,183)	(1,585)
Recoveries	60	37	209	146
Net Charge- Offs	(394)	(794)	(974)	(1,439)
Provision for loan losses	1,052	1,556	1,996	2,020
Balance at End of Period	7,079	6,028	7,079	6,028
Other [Member]
Balance at Beginning of Period	(219)	203		146
Charge- Offs	(333)	(270)	(721)	(716)
Recoveries
Net Charge- Offs	(333)	(270)	(721)	(716)
Provision for loan losses	760	229	929	732
Balance at End of Period	208	162	208	162
Originated Loans [Member]
Balance at Beginning of Period	102,849	100,863	100,194	100,662
Charge- Offs	(5,914)	(9,220)	(19,456)	(23,309)
Recoveries	895	1,858	4,085	3,587
Net Charge- Offs	(5,019)	(7,362)	(15,371)	(19,722)
Provision for loan losses	7,506	6,224	20,513	18,785
Balance at End of Period	105,336	99,725	105,336	99,725
Purchased Credit-Impaired Loans [Member]
Balance at Beginning of Period	325	784	759
Charge- Offs			(156)	(254)
Recoveries
Net Charge- Offs			(156)	(254)
Provision for loan losses	337	2,205	59	3,243
Balance at End of Period	662	2,989	662	2,989
Other Acquired Loans [Member]
Balance at Beginning of Period	5,106		3,421
Charge- Offs	70		(1,199)
Recoveries	(559)		(320)
Net Charge- Offs	(489)		(1,519)
Provision for loan losses	(563)		2,152
Balance at End of Period	4,054		4,054
Acquired Loans [Member]
Balance at Beginning of Period	5,431	784	4,180
Charge- Offs	70		(1,355)	(254)
Recoveries	(559)		(320)
Net Charge- Offs	(489)		(1,675)	(254)
Provision for loan losses	(226)	2,205	2,211	3,243
Balance at End of Period	$ 4,716	$ 2,989	$ 4,716	$ 2,989

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Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Earnings Per Share [Abstract]
Net income	$ 31,634	$ 30,743	$ 89,365	$ 81,455
Basic weighted average common shares outstanding	144,759,887	139,228,812	142,949,134	139,074,244
Net effect of dilutive stock options, warrants, restricted stock and convertible debt	1,686,555	1,535,240	1,520,683	1,474,334
Diluted weighted average common shares outstanding	146,446,442	140,764,052	144,469,817	140,548,578
Basic earnings per share	$ 0.22	$ 0.22	$ 0.63	$ 0.59
Diluted earnings per share	$ 0.22	$ 0.22	$ 0.62	$ 0.58

XML

Federal Home Loan Bank Stock - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Statement Of Financial Position [Abstract]
Federal Home Loan Bank stock	$ 21,636	$ 24,560

XML

Securities - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013 Security	Sep. 30, 2012	Dec. 31, 2012
Schedule Of Securities [Line Items]
Securities pledged to secure public deposits, trust deposits and for other purposes, carrying value	$ 1,025,579		$ 725,450
Securities pledged as collateral for short-term borrowings, carrying value	849,901		795,812
Recover rate of banks	10.00%
Recover rate of insurance companies	15.00%
Number of pooled issue securities	23
Number of single-issuer securities	4
Estimated fair value of pooled trust preferred securities	28,704
Estimated fair value of single-issue trust preferred securities	5,963
Accretion income recognized by Corporation	2,448	2,138
Number of current pooled trust preferred securities	4
Remaining non-accrual pooled trust preferred securities	2
Accruing pooled trust preferred securities	3
Number of pooled securities accreting income	18
Additional accretion income recognized		34
Impairment losses on securities	0	119
Municipal bond portfolio, value	152,922
Percent of municipal bond portfolio rated A or better	98.70%
Percent of municipal bond portfolio, general obligation bonds	99.00%
Percent of municipal bonds from Pennsylvania	78.00%
Average holding size of municipal bond	$ 987
Percent of portfolio with credit support	67.70%
Preferred Trust Securities [Member]
Schedule Of Securities [Line Items]
Number of pooled trust preferred securities sold		2
Senior Tranches [Member]
Schedule Of Securities [Line Items]
Number of single-issuer securities	2
Mezzanine Tranches [Member]
Schedule Of Securities [Line Items]
Number of pooled issue securities	21
Minimum [Member]
Schedule Of Securities [Line Items]
Deferral rates after the deferral period ends	10.00%
Maximum [Member]
Schedule Of Securities [Line Items]
Deferral rates after the deferral period ends	90.00%

XML

Mergers and Acquisitions - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended	1 Months Ended			1 Months Ended
	Jan. 02, 2013 Parkvale Financial Corporation [Member]	Jan. 02, 2012 Parkvale Financial Corporation [Member]	Dec. 31, 2012 Parkvale Financial Corporation [Member]	Jun. 14, 2013 BCSB Bancorp, Inc. (BCSB) [Member]	Oct. 12, 2013 PVF Capital Corp (PVF) [Member] Subsequent Event [Member]	Apr. 06, 2013 Annapolis Bancorp, Inc. [Member]
Assets acquired as a result of merger		$ 1,743,885		$ 640,000	$ 714,126	$ 429,358
Loans acquired as a result of merger		919,480			500,000	254,911
Deposits acquired as a result of merger		1,525,253			620,000	349,370
Value of acquisition		140,900		79,000	110,280	56,300
Common shares issued	12,159,312				8,893,598	4,641,412
Common shares acquired	5,582,846				26,119,398	4,060,802
Goodwill recorded as a result of merger		106,602			50,898	37,954
Core deposit intangibles recorded as result of the acquisition			16,033		4,400	3,775
Contingent cash payment due to collection of loan						$ 609
Contingent cash payment due to collection of loan, per share						$ 0.15
Warrants converted to purchase common stock		819,640				342,564
Warrant expiration date		Dec. 23, 2018				Jan. 30, 2019
Warrant exercise price		5.81				3.57
Exchange ratio				2.08

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Statement Of Financial Position [Abstract]
Securities held to maturity, fair value	$ 1,181,652	$ 1,143,213
Unearned income on loans	$ 52,598	$ 51,661
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	145,913,917	140,314,846
Treasury stock, shares	650,482	385,604

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SECURITIES

9 Months Ended

Sep. 30, 2013

Text Block [Abstract]

SECURITIES

SECURITIES

The amortized cost and fair value of securities are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Securities Available for Sale:
September 30, 2013
U.S. government-sponsored entities	$	336,126	$	412	$	(4,386	)	$	332,152
Residential mortgage-backed securities:
Agency mortgage-backed securities		223,125		4,641		(128	)		227,638
Agency collateralized mortgage obligations		506,672		405		(18,030	)		489,047
Non-agency collateralized mortgage obligations		1,818		28		—			1,846
States of the U.S. and political subdivisions		17,472		542		(139	)		17,875
Collateralized debt obligations		36,451		2,452		(10,199	)		28,704
Other debt securities		16,478		564		(914	)		16,128
Total debt securities		1,138,142		9,044		(33,796	)		1,113,390
Equity securities		1,554		645		(31	)		2,168
	$	1,139,696	$	9,689	$	(33,827	)	$	1,115,558
December 31, 2012
U.S. government-sponsored entities	$	352,910	$	1,676	$	(129	)	$	354,457
Residential mortgage-backed securities:
Agency mortgage-backed securities		267,575		7,575		—			275,150
Agency collateralized mortgage obligations		465,574		4,201		(228	)		469,547
Non-agency collateralized mortgage obligations		2,679		50		—			2,729
States of the U.S. and political subdivisions		23,592		1,232		—			24,824
Collateralized debt obligations		34,765		967		(13,276	)		22,456
Other debt securities		21,790		695		(972	)		21,513
Total debt securities		1,168,885		16,396		(14,605	)		1,170,676
Equity securities		1,554		462		(9	)		2,007
	$	1,170,439	$	16,858	$	(14,614	)	$	1,172,683
Securities Held to Maturity:
September 30, 2013
U.S. Treasury	$	503	$	122	$	—		$	625
U.S. government-sponsored entities		43,403		191		(1,019	)		42,575
Residential mortgage-backed securities:
Agency mortgage-backed securities		650,732		14,679		(2,414	)		662,997
Agency collateralized mortgage obligations		341,743		759		(12,788	)		329,714
Non-agency collateralized mortgage obligations		7,317		53		—			7,370
Commercial mortgage-backed securities		2,247		134		(31	)		2,350
States of the U.S. and political subdivisions		135,047		2,641		(1,667	)		136,021
	$	1,180,992	$	18,579	$	(17,919	)	$	1,181,652
December 31, 2012
U.S. Treasury	$	503	$	188	$	—		$	691
U.S. government-sponsored entities		28,731		280		(99	)		28,912
Residential mortgage-backed securities:
Agency mortgage-backed securities		780,022		28,783		(1	)		808,804
Agency collateralized mortgage obligations		133,976		1,266		—			135,242
Non-agency collateralized mortgage obligations		14,082		130		—			14,212
Commercial mortgage-backed securities		1,024		39		—			1,063
States of the U.S. and political subdivisions		147,713		6,099		—			153,812
Collateralized debt obligations		512		—		(35	)		477
	$	1,106,563	$	36,785	$	(135	)	$	1,143,213

The Corporation classifies securities as trading securities when management intends to sell such securities in the near term. Such securities are carried at fair value, with unrealized gains (losses) reflected through the consolidated statements of comprehensive income. The Corporation classified certain securities acquired in conjunction with the ANNB and Parkvale acquisitions as trading securities. The Corporation both acquired and sold these trading securities during the quarters in which the acquisitions occurred. As of September 30, 2013 and December 31, 2012, the Corporation did not hold any trading securities.

Gross gains and gross losses were realized on securities as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2013		2012			2013			2012
Gross gains	$	5	$	355		$	1,120		$	1,151
Gross losses		—		(421	)		(363	)		(849	)
	$	5	$	(66	)	$	757		$	302

As of September 30, 2013, the amortized cost and fair value of securities, by contractual maturities, were as follows:

	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	—	$	—	$	2,461	$	2,483
Due from one to five years		209,474		209,523		34,366		34,162
Due from five to ten years		150,871		147,783		65,749		66,086
Due after ten years		46,182		37,553		76,377		76,490
		406,527		394,859		178,953		179,221
Residential mortgage-backed securities:
Agency mortgage-backed securities		223,125		227,638		650,732		662,997
Agency collateralized mortgage obligations		506,672		489,047		341,743		329,714
Non-agency collateralized mortgage obligations		1,818		1,846		7,317		7,370
Commercial mortgage-backed securities		—		—		2,247		2,350
Equity securities		1,554		2,168		—		—
	$	1,139,696	$	1,115,558	$	1,180,992	$	1,181,652

Maturities may differ from contractual terms because borrowers may have the right to call or prepay obligations with or without penalties. Periodic payments are received on mortgage-backed securities based on the payment patterns of the underlying collateral.

At September 30, 2013 and December 31, 2012, securities with a carrying value of $1,025,579 and $725,450, respectively, were pledged to secure public deposits, trust deposits and for other purposes as required by law. Securities with a carrying value of $849,901 and $795,812 at September 30, 2013 and December 31, 2012, respectively, were pledged as collateral for short-term borrowings.

Following are summaries of the fair values and unrealized losses of securities, segregated by length of impairment:

	Less than 12 Months							12 Months or More							Total
	#		Fair Value		Unrealized Losses			#		Fair Value		Unrealized Losses			#		Fair Value		Unrealized Losses
Securities Available for Sale:
September 30, 2013
U.S. government-sponsored entities		12	$	173,836	$	(4,386	)		—	$	—	$	—			12	$	173,836	$	(4,386	)
Residential mortgage-backed securities:
Agency mortgage-backed securities		3		31,737		(128	)		—		—		—			3		31,737		(128	)
Agency collateralized mortgage obligations		28		416,085		(18,030	)		—		—		—			28		416,085		(18,030	)
States of the U.S. and political subdivisions		2		3,134		(139	)		—		—		—			2		3,134		(139	)
Collateralized debt obligations		1		2,195		(3	)		9		8,927		(10,196	)		10		11,122		(10,199	)
Other debt securities		—		—		—			4		5,963		(914	)		4		5,963		(914	)
Equity securities		—		—		—			1		632		(31	)		1		632		(31	)
		46	$	626,987	$	(22,686	)		14	$	15,522	$	(11,141	)		60	$	642,509	$	(33,827	)
December 31, 2012
U.S. government-sponsored entities		3	$	44,868	$	(129	)		—	$	—	$	—			3	$	44,868	$	(129	)
Residential mortgage-backed securities:
Agency collateralized mortgage obligations		3		47,174		(228	)		—		—		—			3		47,174		(228	)
Collateralized debt obligations		7		8,708		(909	)		9		5,532		(12,367	)		16		14,240		(13,276	)
Other debt securities		—		—		—			4		5,899		(972	)		4		5,899		(972	)
Equity securities		1		654		(9	)		—		—		—			1		654		(9	)
		14	$	101,404	$	(1,275	)		13	$	11,431	$	(13,339	)		27	$	112,835	$	(14,614	)
Securities Held to Maturity:
September 30, 2013
U.S. government-sponsored entities		3	$	39,027	$	(1,019	)		—		—		—			3	$	39,027	$	(1,019	)
Residential mortgage-backed securities:
Agency mortgage-backed securities		18		237,938		(2,414	)		—		—		—			18		237,938		(2,414	)
Agency collateralized mortgage obligations		19		274,423		(12,788	)		—		—		—			19		274,423		(12,788	)
Commercial mortgage-backed securities		1		991		(31	)		—		—		—			1		991		(31	)
States of the U.S. and political subdivisions		25		28,327		(1,667	)		—		—		—			25		28,327		(1,667	)
		66	$	580,706	$	(17,919	)		—		—		—			66	$	580,706	$	(17,919	)
December 31, 2012
U.S. government-sponsored entities		1	$	14,901	$	(99	)		—	$	—	$	—			1	$	14,901	$	(99	)
Residential mortgage-backed securities:
Agency mortgage-backed securities		1		1,424		(1	)		—		—		—			1		1,424		(1	)
Collateralized debt obligations		—		—		—			1		477		(35	)		1		477		(35	)
		2	$	16,325	$	(100	)		1	$	477	$	(35	)		3	$	16,802	$	(135	)

The Corporation does not intend to sell the debt securities and it is not more likely than not the Corporation will be required to sell the securities before recovery of their amortized cost basis.

The Corporation’s unrealized losses on collateralized debt obligations (CDOs) relate to investments in trust preferred securities (TPS). The Corporation’s portfolio of TPS consists of single-issuer and pooled securities. The single-issuer securities are primarily from money-center and large regional banks and are included in other debt securities. The pooled securities consist of securities issued primarily by banks and thrifts, with some of the pools including a limited number of insurance companies. Investments in pooled securities are all in mezzanine tranches except for two investments in senior tranches, and are secured by over-collateralization or default protection provided by subordinated tranches. The non-credit portion of unrealized losses on investments in TPS is attributable to illiquidity and the uncertainty affecting these markets, as well as changes in interest rates.

Other-Than-Temporary Impairment

The Corporation evaluates its investment securities portfolio for other-than-temporary impairment (OTTI) on a quarterly basis. Impairment is assessed at the individual security level. The Corporation considers an investment security impaired if the fair value of the security is less than its cost or amortized cost basis.

When impairment of an equity security is considered to be other-than-temporary, the security is written down to its fair value and an impairment loss is recorded as a loss within non-interest income in the consolidated statement of comprehensive income. When impairment of a debt security is considered to be other-than-temporary, the amount of the OTTI recorded as a loss within non-interest income and thereby recognized in earnings depends on whether the Corporation intends to sell the security or whether it is more likely than not that the Corporation will be required to sell the security before recovery of its amortized cost basis.

If the Corporation intends to sell the debt security or more likely than not will be required to sell the security before recovery of its amortized cost basis, OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value.

If the Corporation does not intend to sell the debt security and it is not more likely than not the Corporation will be required to sell the security before recovery of its amortized cost basis, OTTI shall be separated into the amount representing credit loss and the amount related to all other market factors. The amount related to credit loss shall be recognized in earnings. The amount related to other market factors shall be recognized in other comprehensive income, net of applicable taxes.

The Corporation performs its OTTI evaluation process in a consistent and systematic manner and includes an evaluation of all available evidence. Documentation of the process is as extensive as necessary to support a conclusion as to whether a decline in fair value below cost or amortized cost is temporary or other-than-temporary and includes documentation supporting both observable and unobservable inputs and a rationale for conclusions reached. In making these determinations for pooled TPS, the Corporation consults with third-party advisory firms to provide additional valuation assistance.

This process considers factors such as the severity, length of time and anticipated recovery period of the impairment, recoveries or additional declines in fair value subsequent to the balance sheet date, recent events specific to the issuer, including investment downgrades by rating agencies and economic conditions in its industry, and the issuer’s financial condition, repayment capacity, capital strength and near-term prospects.

For debt securities, the Corporation also considers the payment structure of the debt security, the likelihood of the issuer being able to make future payments, failure of the issuer of the security to make scheduled interest and principal payments, whether the Corporation has made a decision to sell the security and whether the Corporation’s cash or working capital requirements or contractual or regulatory obligations indicate that the debt security will be required to be sold before a forecasted recovery occurs. For equity securities, the Corporation also considers its intent and ability to retain the security for a period of time sufficient to allow for a recovery in fair value. Among the factors that the Corporation considers in determining its intent and ability to retain the security is a review of its capital adequacy, interest rate risk position and liquidity. The assessment of a security’s ability to recover any decline in fair value, the ability of the issuer to meet contractual obligations, the Corporation’s intent and ability to retain the security, and whether it is more likely than not the Corporation will be required to sell the security before recovery of its amortized cost basis require considerable judgment.

Debt securities with credit ratings below AA at the time of purchase that are repayment-sensitive securities are evaluated using the guidance of ASC 325, Investments – Other. All other securities are required to be evaluated under ASC 320, Investments – Debt Securities.

The Corporation invested in TPS issued by special purpose vehicles (SPVs) that hold pools of collateral consisting of trust preferred and subordinated debt securities issued by banks, bank holding companies, thrifts and insurance companies. The securities issued by the SPVs are generally segregated into several classes known as tranches. Typically, the structure includes senior, mezzanine and equity tranches. The equity tranche represents the first loss position. The Corporation generally holds interests in mezzanine tranches. Interest and principal collected from the collateral held by the SPVs are distributed with a priority that provides the highest level of protection to the senior-most tranches. In order to provide a high level of protection to the senior tranches, cash flows are diverted to higher-level tranches if the principal and interest coverage tests are not met.

The Corporation prices its holdings of TPS using Level 3 inputs in accordance with ASC 820, Fair Value Measurements and Disclosures, and guidance issued by the SEC. In this regard, the Corporation evaluates current available information in estimating the future cash flows of these securities and determines whether there have been favorable or adverse changes in estimated cash flows from the cash flows previously projected. The Corporation considers the structure and term of the pool and the financial condition of the underlying issuers. Specifically, the evaluation incorporates factors such as over-collateralization and interest coverage tests, interest rates and appropriate risk premiums, the timing and amount of interest and principal payments and the allocation of payments to the various tranches. Current estimates of cash flows are based on the most recent trustee reports, announcements of deferrals or defaults, and assumptions regarding expected future default rates, prepayment and recovery rates and other relevant information. In constructing these assumptions, the Corporation considers the following:

• that current defaults would have no recovery;

• that some individually analyzed deferrals will cure at rates varying from 10% to 90% after the deferral period ends;

• recent historical performance metrics, including profitability, capital ratios, loan charge-offs and loan reserve ratios, for the underlying institutions that would indicate a higher probability of default by the institution;

• that institutions identified as possessing a higher probability of default would recover at a rate of 10% for banks and 15% for insurance companies;

• that financial performance of the financial sector continues to be affected by the economic environment resulting in an expectation of additional deferrals and defaults in the future;

• whether the security is currently deferring interest; and

• the external rating of the security and recent changes to its external rating.

The primary evidence utilized by the Corporation is the level of current deferrals and defaults, the level of excess subordination that allows for receipt of full principal and interest, the credit rating for each security and the likelihood that future deferrals and defaults will occur at a level that will fully erode the excess subordination based on an assessment of the underlying collateral. The Corporation combines the results of these factors considered in estimating the future cash flows of these securities to determine whether there has been an adverse change in estimated cash flows from the cash flows previously projected.

The Corporation’s portfolio of TPS consists of 23 pooled issues and four single-issuer securities. Two of the pooled issues are senior tranches; the remaining 21 are mezzanine tranches. At September 30, 2013, the pooled TPS had an estimated fair value of $28,704 while the single-issuer TPS had an estimated fair value of $5,963. The Corporation has concluded from the analysis performed at September 30, 2013 that it is probable that the Corporation will collect all contractual principal and interest payments on all of its single-issuer and pooled TPS sufficient to recover the amortized cost basis of the securities.

At September 30, 2013, all four single-issuer TPS are current in regards to their principal and interest payments. Of the 23 pooled TPS, three are accruing interest based on the coupon rate, 18 are accreting income based on future expected cash flows and the remaining two are on non-accrual status. Income of $2,448 and $2,138 was recognized on pooled TPS for the nine months ended September 30, 2013 and 2012, respectively. Included in the amount for the nine months ended September 30, 2012 was $34 recognized on two pooled TPS which were sold in the second quarter of 2012.

The Corporation recognized net impairment losses on securities of $119 for the nine months ended September 30, 2012 due to the write-down of securities that the Corporation deemed to be other-than-temporarily impaired. The Corporation did not recognize any impairment losses on securities for the nine months ended September 30, 2013.

The following table presents a summary of the cumulative credit-related OTTI charges recognized as components of earnings for securities for which a portion of an OTTI is recognized in other comprehensive income:

	Collateralized Debt Obligations			Residential Non-Agency CMOs			Total
For the Nine Months Ended September 30, 2013
Beginning balance	$	17,155		$	212		$	17,367
Loss where impairment was not previously recognized		—			—			—
Additional loss where impairment was previously recognized		—			—			—
Reduction due to credit impaired securities sold		—			(212	)		(212	)
Ending balance	$	17,155		$	—		$	17,155
For the Nine Months Ended September 30, 2012
Beginning balance	$	18,369		$	29		$	18,398
Loss where impairment was not previously recognized		119			—			119
Additional loss where impairment was previously recognized		—			—			—
Reduction due to credit impaired securities sold		(1,214	)		(29	)		(1,243	)
Ending balance	$	17,274		$	—		$	17,274

The secondary market for pooled TPS remains limited. Write-downs, when required, are based on an individual security’s credit performance and its ability to make its contractual principal and interest payments. Should credit quality deteriorate to a greater extent than projected, it is possible that additional write-downs may be required. The Corporation monitors actual deferrals and defaults as well as expected future deferrals and defaults to determine if there is a high probability for expected losses and contractual shortfalls of interest or principal, which could warrant further impairment. The Corporation evaluates its entire TPS portfolio each quarter to determine if additional write-downs are warranted.

The following table provides information relating to the Corporation’s TPS as of September 30, 2013:

Deal Name	Class	Current Par Value		Amortized Cost		Fair Value		Unrealized Gain (Loss)			Lowest Credit Ratings	Number of Issuers Currently Performing		Actual Defaults (as a percent of original collateral)		Actual Deferrals (as a percent of original collateral)		Projected Recovery Rates on Current Deferrals (1)		Expected Defaults (%) (2)		Excess Subordination (as a percent of current collateral) (3)
Pooled TPS:
P1	C1	$	5,500	$	2,571	$	1,511	$	(1,060	)	C		42		22		7		41		18		0.00
P2	C1		4,889		3,073		1,241		(1,832	)	C		41		16		15		41		15		0.00
P3	C1		5,561		4,357		1,668		(2,689	)	C		47		13		9		34		16		0.00
P4	C1		3,994		3,120		1,197		(1,923	)	C		52		16		6		42		16		0.00
P5	B3		2,000		765		364		(401	)	C		14		29		10		48		11		0.00
P6	B1		3,028		2,497		1,004		(1,493	)	C		50		15		19		51		10		0.00
P7	C		5,048		828		875		47		C		36		14		22		37		14		0.00
P8	C		2,011		788		336		(452	)	C		44		16		11		36		17		0.42
P9	A4L		2,000		645		397		(248	)	C		24		16		13		43		11		0.00
Total OTTI			34,031		18,644		8,593		(10,051	)			350		17		12		41		15
P10	C1		5,220		1,077		1,434		357		C		42		22		7		41		18		0.00
P11	A2A		5,000		2,198		2,195		(3	)	B+		41		16		15		41		15		47.85
P12	C1		4,781		1,317		1,434		117		C		47		13		9		34		16		0.00
P13	C1		5,260		1,278		1,576		298		C		52		16		6		42		16		0.00
P14	C1		5,190		1,063		1,166		103		C		58		15		12		36		17		0.00
P15	C1		3,206		408		639		231		C		43		19		7		28		16		0.00
P16	C		3,339		651		673		22		C		36		15		12		28		15		0.00
P17	B		2,069		672		673		1		Ca		32		13		21		40		12		18.75
P18	B2		5,000		2,228		2,905		677		CCC		20		0		8		10		15		37.52
P19	B		4,070		963		1,340		377		C		44		16		11		36		17		0.52
P20	A1		3,304		1,983		2,037		54		BB-		46		21		6		35		15		54.24
P21	B		5,000		1,307		1,209		(98	)	C		15		18		6		49		11		0.00
P22	C1		5,531		1,386		1,399		13		C		23		15		12		42		11		0.00
P23	C1		5,606		1,276		1,431		155		C		23		16		10		44		11		0.00
Total Not OTTI			62,576		17,807		20,111		2,304				522		16		10		36		15
Total Pooled TPS		$	96,607	$	36,451	$	28,704	$	(7,747	)			872		16		11		38		15
Single Issuer TPS:
S1		$	2,000	$	1,954	$	1,600	$	(354	)	BB		1
S2			2,000		1,924		1,620		(304	)	BBB		1
S3			2,000		2,000		1,943		(57	)	B+		1
S4			1,000		999		800		(199	)	BB		1
Total Single Issuer TPS		$	7,000	$	6,877	$	5,963	$	(914	)			4
Total TPS		$	103,607	$	43,328	$	34,667	$	(8,661	)			876

(1) Some current deferrals are expected to cure at rates varying from 10% to 90% after five years.

(2) Expected future defaults as a percent of remaining performing collateral.

(3) Excess subordination represents the additional defaults in excess of both current and projected defaults that the CDO can absorb before the bond experiences any credit impairment.

States of the U.S. and Political Subdivisions

The Corporation’s municipal bond portfolio of $152,922 as of September 30, 2013 is highly rated with an average entity-specific rating of AA and 98.7% of the portfolio rated A or better. General obligation bonds comprise 99.0% of the portfolio. Geographically, municipal bonds support the Corporation’s footprint as 78.0% of the securities are from municipalities located throughout Pennsylvania. The average holding size of the securities in the municipal bond portfolio is $987. In addition to the strong stand-alone ratings, 67.7% of the municipalities have purchased credit enhancement insurance to strengthen the creditworthiness of their issue. Management also reviews the credit profile of each issuer on a quarterly basis.

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Consolidated Statements of Stockholders' Equity (USD $) In Thousands	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Treasury Stock [Member]
Balance at Dec. 31, 2011	$ 1,210,199	$ 1,268	$ 1,224,572	$ 32,925	$ (45,148)	$ (3,418)
Net income	81,455			81,455
Change in other comprehensive income, net of tax	6,176				6,176
Common stock dividends ($0.36/share)	(50,705)			(50,705)
Issuance of common stock	144,037	129	145,833	(377)		(1,548)
Restricted stock compensation	3,451		3,451
Tax expense of stock-based compensation	385		385
Balance at Sep. 30, 2012	1,394,998	1,397	1,374,241	63,298	(38,972)	(4,966)
Balance at Dec. 31, 2012	1,402,069	1,398	1,376,601	75,312	(46,224)	(5,018)
Net income	89,365			89,365
Change in other comprehensive income, net of tax	(19,947)				(19,947)
Common stock dividends ($0.36/share)	(52,028)			(52,028)
Issuance of common stock	57,571	57	59,561			(2,047)
Restricted stock compensation	3,339		3,339
Tax expense of stock-based compensation	1,278		1,278
Balance at Sep. 30, 2013	$ 1,481,647	$ 1,455	$ 1,440,779	$ 112,649	$ (66,171)	$ (7,065)

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Loans and Allowance for Loan Losses - Carrying Amounts at Acquisition of All Purchased Loans (Impaired and Non-Impaired) Acquired (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013 Annapolis Bancorp, Inc. [Member]	Dec. 31, 2012 Parkvale Financial Corporation [Member]	Sep. 30, 2013 Acquired Impaired Loans [Member] Annapolis Bancorp, Inc. [Member]	Dec. 31, 2012 Acquired Impaired Loans [Member] Parkvale Financial Corporation [Member]	Sep. 30, 2013 Acquired Performing Loans [Member] Annapolis Bancorp, Inc. [Member]	Dec. 31, 2012 Acquired Performing Loans [Member] Parkvale Financial Corporation [Member]
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities Acquired During Period [Line Items]
Contractually required cash flows at acquisition	$ 282,397	$ 1,339,566	$ 12,200	$ 12,224	$ 270,197	$ 1,327,342
Non-accretable difference (expected losses and foregone interest)	(21,534)	(220,611)	(7,829)	(6,070)	(13,705)	(214,541)
Cash flows expected to be collected at acquisition	260,863	1,118,955	4,371	6,154	256,492	1,112,801
Accretable yield	(41,730)	(294,183)	(523)	(589)	(41,207)	(293,594)
Basis in acquired loans at acquisition	$ 219,133	$ 824,772	$ 3,848	$ 5,565	$ 215,285	$ 819,207

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Assets
Cash and due from banks	$ 234,746	$ 216,233
Interest bearing deposits with banks	48,763	22,811
Cash and Cash Equivalents	283,509	239,044
Securities available for sale	1,115,558	1,172,683
Securities held to maturity (fair value of $1,181,652 and $1,143,213)	1,180,992	1,106,563
Residential mortgage loans held for sale	8,105	27,751
Loans, net of unearned income of $52,598 and $51,661	8,836,905	8,137,719
Allowance for loan losses	(110,052)	(104,374)
Net Loans	8,726,853	8,033,345
Premises and equipment, net	147,406	140,367
Goodwill	713,509	675,555
Core deposit and other intangible assets, net	35,400	37,851
Bank owned life insurance	263,781	246,088
Other assets	315,166	344,729
Total Assets	12,790,279	12,023,976
Liabilities
Non-interest bearing demand	2,115,813	1,738,195
Savings and NOW	5,247,922	4,808,121
Certificates and other time deposits	2,359,636	2,535,858
Total Deposits	9,723,371	9,082,174
Other liabilities	133,061	163,151
Short-term borrowings	1,166,180	1,083,138
Long-term debt	91,807	89,425
Junior subordinated debt	194,213	204,019
Total Liabilities	11,308,632	10,621,907
Stockholders' Equity
Common stock - $0.01 par value Authorized - 500,000,000 shares Issued - 145,913,917 and 140,314,846 shares	1,455	1,398
Additional paid-in capital	1,440,779	1,376,601
Retained earnings	112,649	75,312
Accumulated other comprehensive loss	(66,171)	(46,224)
Treasury stock - 650,482 and 385,604 shares at cost	(7,065)	(5,018)
Total Stockholders' Equity	1,481,647	1,402,069
Total Liabilities and Stockholders' Equity	$ 12,790,279	$ 12,023,976

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Securities - Summaries of Fair Values and Unrealized Losses of Securities, Segregated by Length of Impairment (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013 Security	Dec. 31, 2012 Security
Schedule Of Securities [Line Items]
Number of available for sale securities, Less than 1 year	46	14
Number of available for sale securities, Greater than 1 year	14	13
Number of available for sale securities	60	27
Securities Available For Sale, Less than 12 Months, Fair Value	$ 626,987	$ 101,404
Securities Available For Sale, Less than 12 Months, Unrealized Losses	(22,686)	(1,275)
Securities Available For Sale, 12 Months or More, Fair Value	15,522	11,431
Securities Available For Sale, 12 Months or More, Unrealized Losses	(11,141)	(13,339)
Securities Available For Sale, Fair Value, Total	642,509	112,835
Securities Available For Sale, Unrealized Losses, Total	(33,827)	(14,614)
Number of held to maturity securities	66	3
Securities Held To Maturity, Less than 12 Months, Fair Value	580,706	16,325
Securities Held To Maturity, Less than 12 Months, Unrealized Losses	(17,919)	(100)
Securities Held To Maturity, 12 Months or More, Fair Value		477
Securities Held To Maturity, 12 Months or More, Unrealized Losses		(35)
Securities Held To Maturity, Fair Value, Total	580,706	16,802
Securities Held To Maturity, Unrealized Losses, Total	(17,919)	(135)
Less than 12 Months [Member]
Schedule Of Securities [Line Items]
Number of held to maturity securities	66	2
Greater than 12 Months [Member]
Schedule Of Securities [Line Items]
Number of held to maturity securities		1
U.S. Government-Sponsored Entities [Member]
Schedule Of Securities [Line Items]
Number of available for sale securities, Less than 1 year	12	3
Number of available for sale securities, Greater than 1 year
Number of available for sale securities	12	3
Securities Available For Sale, Less than 12 Months, Fair Value	173,836	44,868
Securities Available For Sale, Less than 12 Months, Unrealized Losses	(4,386)	(129)
Securities Available For Sale, 12 Months or More, Fair Value
Securities Available For Sale, 12 Months or More, Unrealized Losses
Securities Available For Sale, Fair Value, Total	173,836	44,868
Securities Available For Sale, Unrealized Losses, Total	(4,386)	(129)
Number of held to maturity securities	3	1
Securities Held To Maturity, Less than 12 Months, Fair Value	39,027	14,901
Securities Held To Maturity, Less than 12 Months, Unrealized Losses	(1,019)	(99)
Securities Held To Maturity, 12 Months or More, Fair Value
Securities Held To Maturity, 12 Months or More, Unrealized Losses
Securities Held To Maturity, Fair Value, Total	39,027	14,901
Securities Held To Maturity, Unrealized Losses, Total	(1,019)	(99)
U.S. Government-Sponsored Entities [Member] | Less than 12 Months [Member]
Schedule Of Securities [Line Items]
Number of held to maturity securities	3	1
Agency Mortgage-Backed Securities [Member]
Schedule Of Securities [Line Items]
Number of available for sale securities, Less than 1 year	3
Number of available for sale securities, Greater than 1 year
Number of available for sale securities	3
Securities Available For Sale, Less than 12 Months, Fair Value	31,737
Securities Available For Sale, Less than 12 Months, Unrealized Losses	(128)
Securities Available For Sale, 12 Months or More, Fair Value
Securities Available For Sale, 12 Months or More, Unrealized Losses
Securities Available For Sale, Fair Value, Total	31,737
Securities Available For Sale, Unrealized Losses, Total	(128)
Number of held to maturity securities	18	1
Securities Held To Maturity, Less than 12 Months, Fair Value	237,938	1,424
Securities Held To Maturity, Less than 12 Months, Unrealized Losses	(2,414)	(1)
Securities Held To Maturity, 12 Months or More, Fair Value
Securities Held To Maturity, 12 Months or More, Unrealized Losses
Securities Held To Maturity, Fair Value, Total	237,938	1,424
Securities Held To Maturity, Unrealized Losses, Total	(2,414)	(1)
Agency Mortgage-Backed Securities [Member] | Less than 12 Months [Member]
Schedule Of Securities [Line Items]
Number of held to maturity securities	18	1
Agency Collateralized Mortgage Obligations [Member]
Schedule Of Securities [Line Items]
Number of available for sale securities, Less than 1 year	28	3
Number of available for sale securities, Greater than 1 year
Number of available for sale securities	28	3
Securities Available For Sale, Less than 12 Months, Fair Value	416,085	47,174
Securities Available For Sale, Less than 12 Months, Unrealized Losses	(18,030)	(228)
Securities Available For Sale, 12 Months or More, Fair Value
Securities Available For Sale, 12 Months or More, Unrealized Losses
Securities Available For Sale, Fair Value, Total	416,085	47,174
Securities Available For Sale, Unrealized Losses, Total	(18,030)	(228)
Number of held to maturity securities	19
Securities Held To Maturity, Less than 12 Months, Fair Value	274,423
Securities Held To Maturity, Less than 12 Months, Unrealized Losses	(12,788)
Securities Held To Maturity, 12 Months or More, Fair Value
Securities Held To Maturity, 12 Months or More, Unrealized Losses
Securities Held To Maturity, Fair Value, Total	274,423
Securities Held To Maturity, Unrealized Losses, Total	(12,788)
Agency Collateralized Mortgage Obligations [Member] | Less than 12 Months [Member]
Schedule Of Securities [Line Items]
Number of held to maturity securities	19
States of the U.S. and Political Subdivisions [Member]
Schedule Of Securities [Line Items]
Number of available for sale securities, Less than 1 year	2
Number of available for sale securities, Greater than 1 year
Number of available for sale securities	2
Securities Available For Sale, Less than 12 Months, Fair Value	3,134
Securities Available For Sale, Less than 12 Months, Unrealized Losses	(139)
Securities Available For Sale, 12 Months or More, Fair Value
Securities Available For Sale, 12 Months or More, Unrealized Losses
Securities Available For Sale, Fair Value, Total	3,134
Securities Available For Sale, Unrealized Losses, Total	(139)
Number of held to maturity securities	25
Securities Held To Maturity, Less than 12 Months, Fair Value	28,327
Securities Held To Maturity, Less than 12 Months, Unrealized Losses	(1,667)
Securities Held To Maturity, 12 Months or More, Fair Value
Securities Held To Maturity, 12 Months or More, Unrealized Losses
Securities Held To Maturity, Fair Value, Total	28,327
Securities Held To Maturity, Unrealized Losses, Total	(1,667)
States of the U.S. and Political Subdivisions [Member] | Less than 12 Months [Member]
Schedule Of Securities [Line Items]
Number of held to maturity securities	25
Collateralized Debt Obligations [Member]
Schedule Of Securities [Line Items]
Number of available for sale securities, Less than 1 year	1	7
Number of available for sale securities, Greater than 1 year	9	9
Number of available for sale securities	10	16
Securities Available For Sale, Less than 12 Months, Fair Value	2,195	8,708
Securities Available For Sale, Less than 12 Months, Unrealized Losses	(3)	(909)
Securities Available For Sale, 12 Months or More, Fair Value	8,927	5,532
Securities Available For Sale, 12 Months or More, Unrealized Losses	(10,196)	(12,367)
Securities Available For Sale, Fair Value, Total	11,122	14,240
Securities Available For Sale, Unrealized Losses, Total	(10,199)	(13,276)
Number of held to maturity securities		1
Securities Held To Maturity, Less than 12 Months, Fair Value
Securities Held To Maturity, Less than 12 Months, Unrealized Losses
Securities Held To Maturity, 12 Months or More, Fair Value		477
Securities Held To Maturity, 12 Months or More, Unrealized Losses		(35)
Securities Held To Maturity, Fair Value, Total		477
Securities Held To Maturity, Unrealized Losses, Total		(35)
Collateralized Debt Obligations [Member] | Greater than 12 Months [Member]
Schedule Of Securities [Line Items]
Number of held to maturity securities		1
Other Debt Securities [Member]
Schedule Of Securities [Line Items]
Number of available for sale securities, Less than 1 year
Number of available for sale securities, Greater than 1 year	4	4
Number of available for sale securities	4	4
Securities Available For Sale, Less than 12 Months, Fair Value
Securities Available For Sale, Less than 12 Months, Unrealized Losses
Securities Available For Sale, 12 Months or More, Fair Value	5,963	5,899
Securities Available For Sale, 12 Months or More, Unrealized Losses	(914)	(972)
Securities Available For Sale, Fair Value, Total	5,963	5,899
Securities Available For Sale, Unrealized Losses, Total	(914)	(972)
Equity Securities [Member]
Schedule Of Securities [Line Items]
Number of available for sale securities, Less than 1 year		1
Number of available for sale securities, Greater than 1 year	1
Number of available for sale securities	1	1
Securities Available For Sale, Less than 12 Months, Fair Value		654
Securities Available For Sale, Less than 12 Months, Unrealized Losses		(9)
Securities Available For Sale, 12 Months or More, Fair Value	632
Securities Available For Sale, 12 Months or More, Unrealized Losses	(31)
Securities Available For Sale, Fair Value, Total	632	654
Securities Available For Sale, Unrealized Losses, Total	(31)	(9)
Commercial Mortgage-Backed Securities [Member]
Schedule Of Securities [Line Items]
Number of held to maturity securities	1
Securities Held To Maturity, Less than 12 Months, Fair Value	991
Securities Held To Maturity, Less than 12 Months, Unrealized Losses	(31)
Securities Held To Maturity, 12 Months or More, Fair Value
Securities Held To Maturity, 12 Months or More, Unrealized Losses
Securities Held To Maturity, Fair Value, Total	991
Securities Held To Maturity, Unrealized Losses, Total	$ (31)
Commercial Mortgage-Backed Securities [Member] | Less than 12 Months [Member]
Schedule Of Securities [Line Items]
Number of held to maturity securities	1

XML

Derivative Instruments - Derivative Assets (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	$ 38,042	$ 58,008
Gross Amounts Not Offset in the Balance Sheet Financial Instruments, Derivative Assets	38,042	58,008
Gross Amounts Not Offset in the Balance Sheet Cash Collateral Received, Derivative Assets	397
Net Amount, Derivative Assets
Derivative Assets Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	2,243
Gross Amounts Not Offset in the Balance Sheet Financial Instruments, Derivative Assets	1,846
Counterparty B [Member]
Derivative [Line Items]
Gross Amounts Not Offset in the Balance Sheet Cash Collateral Received, Derivative Assets
Net Amount, Derivative Assets
Counterparty B [Member] | Derivative Assets Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	2
Gross Amounts Not Offset in the Balance Sheet Financial Instruments, Derivative Assets	2
Counterparty D [Member]
Derivative [Line Items]
Gross Amounts Not Offset in the Balance Sheet Cash Collateral Received, Derivative Assets
Net Amount, Derivative Assets
Counterparty D [Member] | Derivative Assets Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	205
Gross Amounts Not Offset in the Balance Sheet Financial Instruments, Derivative Assets	205
Counterparty E [Member]
Derivative [Line Items]
Gross Amounts Not Offset in the Balance Sheet Cash Collateral Received, Derivative Assets
Net Amount, Derivative Assets		16
Counterparty E [Member] | Derivative Assets Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	936	16
Gross Amounts Not Offset in the Balance Sheet Financial Instruments, Derivative Assets	936
Counterparty F [Member]
Derivative [Line Items]
Gross Amounts Not Offset in the Balance Sheet Cash Collateral Received, Derivative Assets
Net Amount, Derivative Assets
Counterparty F [Member] | Derivative Assets Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	205
Gross Amounts Not Offset in the Balance Sheet Financial Instruments, Derivative Assets	205
Counterparty G [Member]
Derivative [Line Items]
Gross Amounts Not Offset in the Balance Sheet Cash Collateral Received, Derivative Assets
Net Amount, Derivative Assets
Counterparty G [Member] | Derivative Assets Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	112
Gross Amounts Not Offset in the Balance Sheet Financial Instruments, Derivative Assets	112
Counterparty I [Member]
Derivative [Line Items]
Gross Amounts Not Offset in the Balance Sheet Cash Collateral Received, Derivative Assets
Net Amount, Derivative Assets
Counterparty I [Member] | Derivative Assets Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	386
Gross Amounts Not Offset in the Balance Sheet Financial Instruments, Derivative Assets	386
Counterparty J [Member]
Derivative [Line Items]
Gross Amounts Not Offset in the Balance Sheet Cash Collateral Received, Derivative Assets	397
Net Amount, Derivative Assets
Counterparty J [Member] | Derivative Assets Subject to Master Netting Arrangement [Member]
Derivative [Line Items]
Net Amount Presented in the Balance Sheet	397
Gross Amounts Not Offset in the Balance Sheet Financial Instruments, Derivative Assets

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Junior Subordinated Debt - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013 Trust
Debt Disclosure [Abstract]
Number of unconsolidated subsidiary trusts	5
Percent of the common equity of each Trust owned by the Corporation	100.00%
Increased total assets	$ 15,000,000
Amount of TPS repurchased	15,000
Debt extinguishment of TPS	$ 15,000

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NEW ACCOUNTING STANDARDS (Policies)

9 Months Ended

Sep. 30, 2013

Accounting Changes And Error Corrections [Abstract]

Income Taxes

Income Taxes

In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, to provide guidance on the financial statement presentation of certain unrecognized tax benefits. An unrecognized tax benefit or a portion of an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward with certain exceptions related to availability. The requirements of ASU 2013-11 are effective prospectively for reporting periods beginning after December 15, 2013, with early adoption permitted. The adoption of this update is not expected to have a material effect on the financial statements, results of operations or liquidity of the Corporation.

Derivatives and Hedging

Derivatives and Hedging

In July 2013, the FASB issued ASU No. 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes, which establishes the Fed Funds Effective Swap Rate as an acceptable U.S. benchmark interest rate, in addition to the UST and LIBOR swap rates, to provide risk managers with a more comprehensive spectrum of interest rate resets to utilize as the designated benchmark interest rate risk component under the hedge accounting guidance. The requirements of ASU 2013-10 are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this update did not have a material effect on the financial statements, results of operations or liquidity of the Corporation.

Comprehensive Income

Comprehensive Income

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, that requires an entity to report the effects of significant reclassifications out of each component of accumulated other comprehensive income on the respective line item in net income if the amount being reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For amounts not required to be reclassified in their entirety in the same reporting period, an entity shall add a cross reference to the related footnote where additional information about the effect of the reclassification is disclosed. The requirements of ASU 2013-02 were effective prospectively for reporting periods beginning after December 15, 2012. The adoption of this update did not have a material effect on the financial statements, results of operations or liquidity of the Corporation.

Disclosures about Offsetting Assets and Liabilities

Disclosures about Offsetting Assets and Liabilities

In January 2013, the FASB issued ASU No. 2013-01, Scope Clarification of Disclosures about Offsetting Assets and Liabilities, that clarifies the scope of its previously issued guidance, limiting the disclosure requirements to derivative instruments, repurchase agreements and reverse repurchase agreements and securities borrowing and lending transactions to the extent that they are offset in the financial statements or subject to an enforceable master netting arrangement or similar agreement. The requirements of ASU 2013-01 are effective on January 1, 2013. The adoption of this update did not have a material effect on the financial statements, results of operations or liquidity of the Corporation.

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INCOME TAXES

9 Months Ended

Sep. 30, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Corporation bases its provision for income taxes upon income before income taxes, adjusted for the effect of certain tax-exempt income and non-deductible expenses. In addition, the Corporation reports certain items of income and expense in different periods for financial reporting and tax return purposes. The Corporation recognizes the tax effects of these temporary differences currently in the deferred income tax provision or benefit. The Corporation computes deferred tax assets or liabilities based upon the differences between the financial statement and income tax bases of assets and liabilities using the applicable marginal tax rate.

The Corporation must evaluate the probability that it will ultimately realize the full value of its deferred tax assets. Realization of the Corporation’s deferred tax assets is dependent upon a number of factors including the existence of any cumulative losses in prior periods, the amount of taxes paid in available carry-back periods, expectations for future earnings, applicable tax planning strategies and assessment of current and future economic and business conditions. The Corporation establishes a valuation allowance when it is “more likely than not” that the Corporation will not be able to realize a benefit from its deferred tax assets, or when future deductibility is uncertain.

At September 30, 2013, the Corporation anticipates that it will not utilize state net operating loss carryforwards and other net deferred tax assets at certain of its subsidiaries and has recorded a valuation allowance against the state deferred tax assets. The Corporation believes that, except for the portion which is covered by the valuation allowance, it is more likely than not the Corporation will realize the benefits of its deferred tax assets, net of the valuation allowance, at September 30, 2013, based on the level of historical taxable income and taxes paid in available carry-back periods.

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Fair Value Measurements - Additional Information about Assets Measured at Fair Value on Non-Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Impaired loans	$ 13,122	$ 17,496
Other real estate owned	9,385	19,311
Investment security, held-to-maturity:
Non-agency CMO		3,636
Level 1 [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Impaired loans
Other real estate owned
Investment security, held-to-maturity:
Non-agency CMO
Level 2 [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Impaired loans	3,880	14,325
Other real estate owned	4,751	5,771
Investment security, held-to-maturity:
Non-agency CMO
Level 3 [Member]
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items]
Impaired loans	9,242	3,171
Other real estate owned	4,634	13,540
Investment security, held-to-maturity:
Non-agency CMO		$ 3,636

XML

Securities Offerings - Additional Information (Detail) (USD $)			1 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Nov. 01, 2013 Scenario, Forecast [Member] Stock Offerings [Member]	Nov. 01, 2013 Scenario, Forecast [Member] Underwriters pursuant to an over-allotment option [Member]
Securities Offerings [Line Items]
Common stock, shares	145,913,917	140,314,846	4,693,876	612,244
Common stock, per share	$ 0.01	$ 0.01	$ 12.25
Preferred stock, shares			4,000,000
Preferred stock, per share			$ 25.00
Net proceeds of combined offerings			$ 151,175
Depositary Shares each representing an Interest in the Non-Cumulative Perpetual Preferred Stock			0.025

XML

Derivative Instruments - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013 Agreement Swap
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Number of separate interest rate derivative agreements	4
Number of swaps with customers	300
Notional amounts of swaps with customers	$ 801,609
Number of swaps with derivative counterparties	266
Notional amount of swaps with derivative counterparties	1,001,609
Fair value of derivatives, in a net liability position	42,093
Collateral with derivative counterparties, fair value	39,493
Cash collateral posted	1,699
Additional amount in excess of posted collateral required in case of breached agreements	$ 3,014

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Securities - Trust Preferred Securities (Parenthetical) (Detail)	Sep. 30, 2013
Minimum [Member]
Schedule Of Securities [Line Items]
Deferral rate after five years	10.00%
Maximum [Member]
Schedule Of Securities [Line Items]
Deferral rate after five years	90.00%

XML

Loans and Allowance for Loan Losses - Summary of Consumer Loans by Payment Status (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Credit Quality [Line Items]
Loans, net of unearned income	$ 8,836,905	$ 8,137,719
Non-Performing [Member]
Credit Quality [Line Items]
Non-Performing Loans	82,703	80,880
Direct Installment [Member]
Credit Quality [Line Items]
Loans, net of unearned income	1,408,539	1,178,530
Direct Installment [Member] | Performing [Member]
Credit Quality [Line Items]
Performing Loans	1,339,139	1,100,324
Direct Installment [Member] | Non-Performing [Member]
Credit Quality [Line Items]
Non-Performing Loans	10,665	8,541
Residential Mortgages [Member]
Credit Quality [Line Items]
Loans, net of unearned income	1,031,805	1,092,228
Residential Mortgages [Member] | Performing [Member]
Credit Quality [Line Items]
Performing Loans	656,674	642,406
Residential Mortgages [Member] | Non-Performing [Member]
Credit Quality [Line Items]
Non-Performing Loans	13,304	11,420
Indirect Installment [Member]
Credit Quality [Line Items]
Loans, net of unearned income	638,312	582,037
Indirect Installment [Member] | Performing [Member]
Credit Quality [Line Items]
Performing Loans	629,838	567,192
Indirect Installment [Member] | Non-Performing [Member]
Credit Quality [Line Items]
Non-Performing Loans	1,092	1,132
Consumer Lines of Credit [Member]
Credit Quality [Line Items]
Loans, net of unearned income	887,981	805,494
Consumer Lines of Credit [Member] | Performing [Member]
Credit Quality [Line Items]
Performing Loans	803,904	731,788
Consumer Lines of Credit [Member] | Non-Performing [Member]
Credit Quality [Line Items]
Non-Performing Loans	549	746
Other [Member]
Credit Quality [Line Items]
Loans, net of unearned income	52,511	39,937
Other [Member] | Performing [Member]
Credit Quality [Line Items]
Performing Loans	52,511	36,437
Other [Member] | Non-Performing [Member]
Credit Quality [Line Items]
Non-Performing Loans		3,500
Originated Loans [Member] | Direct Installment [Member]
Credit Quality [Line Items]
Loans, net of unearned income	1,349,804	1,108,865
Originated Loans [Member] | Residential Mortgages [Member]
Credit Quality [Line Items]
Loans, net of unearned income	669,978	653,826
Originated Loans [Member] | Indirect Installment [Member]
Credit Quality [Line Items]
Loans, net of unearned income	631,030	568,324
Originated Loans [Member] | Consumer Lines of Credit [Member]
Credit Quality [Line Items]
Loans, net of unearned income	804,453	732,534
Originated Loans [Member] | Other [Member]
Credit Quality [Line Items]
Loans, net of unearned income	$ 52,511	$ 39,937

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Net income	$	31,634	$	30,743	$	89,365	$	81,455
Basic weighted average common shares outstanding		144,759,887		139,228,812		142,949,134		139,074,244
Net effect of dilutive stock options, warrants, restricted stock and convertible debt		1,686,555		1,535,240		1,520,683		1,474,334
Diluted weighted average common shares outstanding		146,446,442		140,764,052		144,469,817		140,548,578
Basic earnings per share	$	0.22	$	0.22	$	0.63	$	0.59
Diluted earnings per share	$	0.22	$	0.22	$	0.62	$	0.58

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COMMITMENTS, CREDIT RISK AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2013

Commitments And Contingencies Disclosure [Abstract]

Summary of Off-Balance Sheet Credit Risk Information

Following is a summary of off-balance sheet credit risk information:

	September 30, 2013		December 31, 2012
Commitments to extend credit	$	2,822,545	$	2,600,355
Standby letters of credit		122,713		130,912

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STOCK INCENTIVE PLANS (Tables)

9 Months Ended

Sep. 30, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Information Concerning Restricted Stock Awards

The following table summarizes certain information concerning restricted stock awards:

	Nine Months Ended September 30,
	2013					2012
	Awards			Weighted Average Grant Price		Awards			Weighted Average Grant Price
Unvested awards outstanding at beginning of period		1,913,073		$	9.17		1,846,115		$	8.44
Granted		344,479			11.04		275,674			12.28
Net adjustment due to performance		73,835			10.60		28,181			8.31
Vested		(734,129	)		7.60		(168,361	)		8.06
Forfeited		(37,175	)		10.40		(166,018	)		8.53
Dividend reinvestment		43,934			11.66		55,349			11.38
Unvested awards outstanding at end of period		1,604,017			10.26		1,870,940			9.12

Components of Restricted Stock Awards

Compensation. The components of the restricted stock awards as of September 30, 2013 are as follows:

	Service- Based Awards		Performance- Based Awards		Total
Unvested awards		425,378		1,178,639		1,604,017
Unrecognized compensation expense	$	1,980	$	3,806	$	5,786
Intrinsic value	$	5,160	$	14,297	$	19,457
Weighted average remaining life (in years)		2.24		2.35		2.32

Summary of Information Concerning Stock Option Awards

The following table summarizes certain information concerning stock option awards:

	Nine Months Ended September 30,
	2013					2012
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Options outstanding at beginning of period		640,050		$	13.21		586,020		$	14.93
Assumed from acquisition		19,223			7.92		627,808			10.41
Exercised		(36,647	)		8.90		(174,565	)		8.80
Forfeited		(298,150	)		15.10		(329,477	)		13.74
Options outstanding and exercisable at end of period		324,476			11.65		709,786			12.99

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NEW ACCOUNTING STANDARDS

9 Months Ended

Sep. 30, 2013

Accounting Changes And Error Corrections [Abstract]

NEW ACCOUNTING STANDARDS

NEW ACCOUNTING STANDARDS

Income Taxes

In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, to provide guidance on the financial statement presentation of certain unrecognized tax benefits. An unrecognized tax benefit or a portion of an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward with certain exceptions related to availability. The requirements of ASU 2013-11 are effective prospectively for reporting periods beginning after December 15, 2013, with early adoption permitted. The adoption of this update is not expected to have a material effect on the financial statements, results of operations or liquidity of the Corporation.

Derivatives and Hedging

In July 2013, the FASB issued ASU No. 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes, which establishes the Fed Funds Effective Swap Rate as an acceptable U.S. benchmark interest rate, in addition to the UST and LIBOR swap rates, to provide risk managers with a more comprehensive spectrum of interest rate resets to utilize as the designated benchmark interest rate risk component under the hedge accounting guidance. The requirements of ASU 2013-10 are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this update did not have a material effect on the financial statements, results of operations or liquidity of the Corporation.

Comprehensive Income

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, that requires an entity to report the effects of significant reclassifications out of each component of accumulated other comprehensive income on the respective line item in net income if the amount being reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For amounts not required to be reclassified in their entirety in the same reporting period, an entity shall add a cross reference to the related footnote where additional information about the effect of the reclassification is disclosed. The requirements of ASU 2013-02 were effective prospectively for reporting periods beginning after December 15, 2012. The adoption of this update did not have a material effect on the financial statements, results of operations or liquidity of the Corporation.

Disclosures about Offsetting Assets and Liabilities

In January 2013, the FASB issued ASU No. 2013-01, Scope Clarification of Disclosures about Offsetting Assets and Liabilities, that clarifies the scope of its previously issued guidance, limiting the disclosure requirements to derivative instruments, repurchase agreements and reverse repurchase agreements and securities borrowing and lending transactions to the extent that they are offset in the financial statements or subject to an enforceable master netting arrangement or similar agreement. The requirements of ASU 2013-01 are effective on January 1, 2013. The adoption of this update did not have a material effect on the financial statements, results of operations or liquidity of the Corporation.

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Loans and Allowance for Loan Losses - Summary of Non-Performing Assets (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Troubled debt restructurings	$ 39,539	$ 39,920
Non-Performing [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-accrual loans	65,451	66,004
Troubled debt restructurings	17,252	14,876
Total non-performing loans	82,703	80,880
Other real estate owned (OREO)	35,144	35,257
Total non-performing loans and OREO	117,847	116,137
Non-performing investments	733	2,809
Total non-performing assets	$ 118,580	$ 118,946
Non-performing loans as a percent of total loans	0.94%	0.99%
Non-performing loans + OREO as a percent of total loans + OREO	1.33%	1.42%
Non-performing assets as a percent of total assets	0.93%	0.99%

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Retirement and Other Postretirement Benefit Plans - Net Periodic Benefit Cost for Defined Benefit Plans (Detail) (Defined Benefit Plans [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Defined Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 15	$ 13	$ 51	$ 47
Interest cost	1,437	1,545	4,291	4,627
Expected return on plan assets	(2,271)	(2,034)	(6,811)	(5,902)
Amortization
Unrecognized net transition asset	(24)	(24)	(70)	(70)
Unrecognized prior service cost (credit)	2	2	6	6
Unrecognized loss	575	484	1,689	1,378
Net periodic pension benefit cost	$ (266)	$ (14)	$ (844)	$ 86

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SECURITIES (Tables)

9 Months Ended

Sep. 30, 2013

Text Block [Abstract]

Schedule of Amortized Cost and Fair Value of Securities Available for Sale

The amortized cost and fair value of securities are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Securities Available for Sale:
September 30, 2013
U.S. government-sponsored entities	$	336,126	$	412	$	(4,386	)	$	332,152
Residential mortgage-backed securities:
Agency mortgage-backed securities		223,125		4,641		(128	)		227,638
Agency collateralized mortgage obligations		506,672		405		(18,030	)		489,047
Non-agency collateralized mortgage obligations		1,818		28		—			1,846
States of the U.S. and political subdivisions		17,472		542		(139	)		17,875
Collateralized debt obligations		36,451		2,452		(10,199	)		28,704
Other debt securities		16,478		564		(914	)		16,128
Total debt securities		1,138,142		9,044		(33,796	)		1,113,390
Equity securities		1,554		645		(31	)		2,168
	$	1,139,696	$	9,689	$	(33,827	)	$	1,115,558
December 31, 2012
U.S. government-sponsored entities	$	352,910	$	1,676	$	(129	)	$	354,457
Residential mortgage-backed securities:
Agency mortgage-backed securities		267,575		7,575		—			275,150
Agency collateralized mortgage obligations		465,574		4,201		(228	)		469,547
Non-agency collateralized mortgage obligations		2,679		50		—			2,729
States of the U.S. and political subdivisions		23,592		1,232		—			24,824
Collateralized debt obligations		34,765		967		(13,276	)		22,456
Other debt securities		21,790		695		(972	)		21,513
Total debt securities		1,168,885		16,396		(14,605	)		1,170,676
Equity securities		1,554		462		(9	)		2,007
	$	1,170,439	$	16,858	$	(14,614	)	$	1,172,683

Schedule of Amortized Cost and Fair Value of Securities Held to Maturity

The amortized cost and fair value of securities are as follows:

Securities Held to Maturity:
September 30, 2013
U.S. Treasury	$	503	$	122	$	—		$	625
U.S. government-sponsored entities		43,403		191		(1,019	)		42,575
Residential mortgage-backed securities:
Agency mortgage-backed securities		650,732		14,679		(2,414	)		662,997
Agency collateralized mortgage obligations		341,743		759		(12,788	)		329,714
Non-agency collateralized mortgage obligations		7,317		53		—			7,370
Commercial mortgage-backed securities		2,247		134		(31	)		2,350
States of the U.S. and political subdivisions		135,047		2,641		(1,667	)		136,021
	$	1,180,992	$	18,579	$	(17,919	)	$	1,181,652
December 31, 2012
U.S. Treasury	$	503	$	188	$	—		$	691
U.S. government-sponsored entities		28,731		280		(99	)		28,912
Residential mortgage-backed securities:
Agency mortgage-backed securities		780,022		28,783		(1	)		808,804
Agency collateralized mortgage obligations		133,976		1,266		—			135,242
Non-agency collateralized mortgage obligations		14,082		130		—			14,212
Commercial mortgage-backed securities		1,024		39		—			1,063
States of the U.S. and political subdivisions		147,713		6,099		—			153,812
Collateralized debt obligations		512		—		(35	)		477
	$	1,106,563	$	36,785	$	(135	)	$	1,143,213

Gross Gains and Gross Losses Realized on Sales of Securities

Gross gains and gross losses were realized on securities as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2013		2012			2013			2012
Gross gains	$	5	$	355		$	1,120		$	1,151
Gross losses		—		(421	)		(363	)		(849	)
	$	5	$	(66	)	$	757		$	302

Amortized Cost and Fair Value of Securities, by Contractual Maturities

As of September 30, 2013, the amortized cost and fair value of securities, by contractual maturities, were as follows:

	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	—	$	—	$	2,461	$	2,483
Due from one to five years		209,474		209,523		34,366		34,162
Due from five to ten years		150,871		147,783		65,749		66,086
Due after ten years		46,182		37,553		76,377		76,490
		406,527		394,859		178,953		179,221
Residential mortgage-backed securities:
Agency mortgage-backed securities		223,125		227,638		650,732		662,997
Agency collateralized mortgage obligations		506,672		489,047		341,743		329,714
Non-agency collateralized mortgage obligations		1,818		1,846		7,317		7,370
Commercial mortgage-backed securities		—		—		2,247		2,350
Equity securities		1,554		2,168		—		—
	$	1,139,696	$	1,115,558	$	1,180,992	$	1,181,652

Summaries of Fair Values and Unrealized Losses of Securities, Segregated by Length of Impairment

Following are summaries of the fair values and unrealized losses of securities, segregated by length of impairment:

	Less than 12 Months							12 Months or More							Total
	#		Fair Value		Unrealized Losses			#		Fair Value		Unrealized Losses			#		Fair Value		Unrealized Losses
Securities Available for Sale:
September 30, 2013
U.S. government-sponsored entities		12	$	173,836	$	(4,386	)		—	$	—	$	—			12	$	173,836	$	(4,386	)
Residential mortgage-backed securities:
Agency mortgage-backed securities		3		31,737		(128	)		—		—		—			3		31,737		(128	)
Agency collateralized mortgage obligations		28		416,085		(18,030	)		—		—		—			28		416,085		(18,030	)
States of the U.S. and political subdivisions		2		3,134		(139	)		—		—		—			2		3,134		(139	)
Collateralized debt obligations		1		2,195		(3	)		9		8,927		(10,196	)		10		11,122		(10,199	)
Other debt securities		—		—		—			4		5,963		(914	)		4		5,963		(914	)
Equity securities		—		—		—			1		632		(31	)		1		632		(31	)
		46	$	626,987	$	(22,686	)		14	$	15,522	$	(11,141	)		60	$	642,509	$	(33,827	)
December 31, 2012
U.S. government-sponsored entities		3	$	44,868	$	(129	)		—	$	—	$	—			3	$	44,868	$	(129	)
Residential mortgage-backed securities:
Agency collateralized mortgage obligations		3		47,174		(228	)		—		—		—			3		47,174		(228	)
Collateralized debt obligations		7		8,708		(909	)		9		5,532		(12,367	)		16		14,240		(13,276	)
Other debt securities		—		—		—			4		5,899		(972	)		4		5,899		(972	)
Equity securities		1		654		(9	)		—		—		—			1		654		(9	)
		14	$	101,404	$	(1,275	)		13	$	11,431	$	(13,339	)		27	$	112,835	$	(14,614	)
Securities Held to Maturity:
September 30, 2013
U.S. government-sponsored entities		3	$	39,027	$	(1,019	)		—		—		—			3	$	39,027	$	(1,019	)
Residential mortgage-backed securities:
Agency mortgage-backed securities		18		237,938		(2,414	)		—		—		—			18		237,938		(2,414	)
Agency collateralized mortgage obligations		19		274,423		(12,788	)		—		—		—			19		274,423		(12,788	)
Commercial mortgage-backed securities		1		991		(31	)		—		—		—			1		991		(31	)
States of the U.S. and political subdivisions		25		28,327		(1,667	)		—		—		—			25		28,327		(1,667	)
		66	$	580,706	$	(17,919	)		—		—		—			66	$	580,706	$	(17,919	)
December 31, 2012
U.S. government-sponsored entities		1	$	14,901	$	(99	)		—	$	—	$	—			1	$	14,901	$	(99	)
Residential mortgage-backed securities:
Agency mortgage-backed securities		1		1,424		(1	)		—		—		—			1		1,424		(1	)
Collateralized debt obligations		—		—		—			1		477		(35	)		1		477		(35	)
		2	$	16,325	$	(100	)		1	$	477	$	(35	)		3	$	16,802	$	(135	)

Summary of Cumulative Credit-Related OTTI Charges

The following table presents a summary of the cumulative credit-related OTTI charges recognized as components of earnings for securities for which a portion of an OTTI is recognized in other comprehensive income:

	Collateralized Debt Obligations			Residential Non-Agency CMOs			Total
For the Nine Months Ended September 30, 2013
Beginning balance	$	17,155		$	212		$	17,367
Loss where impairment was not previously recognized		—			—			—
Additional loss where impairment was previously recognized		—			—			—
Reduction due to credit impaired securities sold		—			(212	)		(212	)
Ending balance	$	17,155		$	—		$	17,155
For the Nine Months Ended September 30, 2012
Beginning balance	$	18,369		$	29		$	18,398
Loss where impairment was not previously recognized		119			—			119
Additional loss where impairment was previously recognized		—			—			—
Reduction due to credit impaired securities sold		(1,214	)		(29	)		(1,243	)
Ending balance	$	17,274		$	—		$	17,274

Trust Preferred Securities

The following table provides information relating to the Corporation’s TPS as of September 30, 2013:

Deal Name	Class	Current Par Value		Amortized Cost		Fair Value		Unrealized Gain (Loss)			Lowest Credit Ratings	Number of Issuers Currently Performing		Actual Defaults (as a percent of original collateral)		Actual Deferrals (as a percent of original collateral)		Projected Recovery Rates on Current Deferrals (1)		Expected Defaults (%) (2)		Excess Subordination (as a percent of current collateral) (3)
Pooled TPS:
P1	C1	$	5,500	$	2,571	$	1,511	$	(1,060	)	C		42		22		7		41		18		0.00
P2	C1		4,889		3,073		1,241		(1,832	)	C		41		16		15		41		15		0.00
P3	C1		5,561		4,357		1,668		(2,689	)	C		47		13		9		34		16		0.00
P4	C1		3,994		3,120		1,197		(1,923	)	C		52		16		6		42		16		0.00
P5	B3		2,000		765		364		(401	)	C		14		29		10		48		11		0.00
P6	B1		3,028		2,497		1,004		(1,493	)	C		50		15		19		51		10		0.00
P7	C		5,048		828		875		47		C		36		14		22		37		14		0.00
P8	C		2,011		788		336		(452	)	C		44		16		11		36		17		0.42
P9	A4L		2,000		645		397		(248	)	C		24		16		13		43		11		0.00
Total OTTI			34,031		18,644		8,593		(10,051	)			350		17		12		41		15
P10	C1		5,220		1,077		1,434		357		C		42		22		7		41		18		0.00
P11	A2A		5,000		2,198		2,195		(3	)	B+		41		16		15		41		15		47.85
P12	C1		4,781		1,317		1,434		117		C		47		13		9		34		16		0.00
P13	C1		5,260		1,278		1,576		298		C		52		16		6		42		16		0.00
P14	C1		5,190		1,063		1,166		103		C		58		15		12		36		17		0.00
P15	C1		3,206		408		639		231		C		43		19		7		28		16		0.00
P16	C		3,339		651		673		22		C		36		15		12		28		15		0.00
P17	B		2,069		672		673		1		Ca		32		13		21		40		12		18.75
P18	B2		5,000		2,228		2,905		677		CCC		20		0		8		10		15		37.52
P19	B		4,070		963		1,340		377		C		44		16		11		36		17		0.52
P20	A1		3,304		1,983		2,037		54		BB-		46		21		6		35		15		54.24
P21	B		5,000		1,307		1,209		(98	)	C		15		18		6		49		11		0.00
P22	C1		5,531		1,386		1,399		13		C		23		15		12		42		11		0.00
P23	C1		5,606		1,276		1,431		155		C		23		16		10		44		11		0.00
Total Not OTTI			62,576		17,807		20,111		2,304				522		16		10		36		15
Total Pooled TPS		$	96,607	$	36,451	$	28,704	$	(7,747	)			872		16		11		38		15
Single Issuer TPS:
S1		$	2,000	$	1,954	$	1,600	$	(354	)	BB		1
S2			2,000		1,924		1,620		(304	)	BBB		1
S3			2,000		2,000		1,943		(57	)	B+		1
S4			1,000		999		800		(199	)	BB		1
Total Single Issuer TPS		$	7,000	$	6,877	$	5,963	$	(914	)			4
Total TPS		$	103,607	$	43,328	$	34,667	$	(8,661	)			876

(1) Some current deferrals are expected to cure at rates varying from 10% to 90% after five years.

(2) Expected future defaults as a percent of remaining performing collateral.

(3) Excess subordination represents the additional defaults in excess of both current and projected defaults that the CDO can absorb before the bond experiences any credit impairment.

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

Balances of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3		Total
September 30, 2013
Assets measured at fair value
Available for sale debt securities
U.S. government-sponsored entities	$	—	$	332,152	$	—	$	332,152
Residential mortgage-backed securities
Agency mortgage-backed securities		—		227,638		—		227,638
Agency collateralized mortgage obligations		—		489,047		—		489,047
Non-agency collateralized mortgage obligations		—		19		1,827		1,846
States of the U.S. and political subdivisions		—		17,875		—		17,875
Collateralized debt obligations		—		—		28,704		28,704
Other debt securities		—		16,128		—		16,128
		—		1,082,859		30,531		1,113,390
Available for sale equity securities
Financial services industry		686		1,020		398		2,104
Insurance services industry		64		—		—		64
		750		1,020		398		2,168
		750		1,083,879		30,929		1,115,558
Derivative financial instruments
Trading		—		37,655		—		37,655
Not for trading		—		387		—		387
		—		38,042		—		38,042
	$	750	$	1,121,921	$	30,929	$	1,153,600
Liabilities measured at fair value
Derivative financial instruments
Trading		—	$	37,495		—	$	37,495
Not for trading		—		6,977		—		6,977
		—	$	44,472		—	$	44,472
December 31, 2012
Assets measured at fair value
Available for sale debt securities
U.S. government-sponsored entities	$	—	$	354,457	$	—	$	354,457
Residential mortgage-backed securities
Agency mortgage-backed securities		—		275,150		—		275,150
Agency collateralized mortgage obligations		—		469,547		—		469,547
Non-agency collateralized mortgage obligations		—		24		2,705		2,729
States of the U.S. and political subdivisions		—		24,824		—		24,824
Collateralized debt obligations		—		—		22,456		22,456
Other debt securities		—		14,621		6,892		21,513
		—		1,138,623		32,053		1,170,676
Available for sale equity securities
Financial services industry		351		1,099		512		1,962
Insurance services industry		45		—		—		45
		396		1,099		512		2,007
		396		1,139,722		32,565		1,172,683
Derivative financial instruments
Trading		—		58,008		—		58,008
Not for trading		—		—		—		—
		—		58,008		—		58,008
	$	396	$	1,197,730	$	32,565	$	1,230,691
Liabilities measured at fair value
Derivative financial instruments
Trading		—	$	58,150		—	$	58,150
Not for trading		—		—		—		—
		—	$	58,150		—	$	58,150

Additional Information about Assets Measured at Fair Value on Recurring Basis

The following table presents additional information about assets measured at fair value on a recurring basis and for which the Corporation has utilized Level 3 inputs to determine fair value:

	Pooled Trust Preferred Collateralized Debt Obligations			Other Debt Securities			Equity Securities			Residential Non-Agency Collateralized Mortgage Obligations			Total
Nine Months Ended September 30, 2013
Balance at beginning of period	$	22,456		$	6,892		$	512		$	2,705		$	32,565
Total gains (losses) – realized/unrealized:
Included in earnings		—			78			—			—			78
Included in other comprehensive income		4,561			21			6			(21	)		4,567
Accretion included in earnings		2,311			4			—			11			2,326
Purchases, issuances, sales and settlements:
Purchases		—			—			—			—			—
Issuances		29			—			—			—			29
Sales/redemptions		—			(1,033	)		—			—			(1,033	)
Settlements		(653	)		—			—			(868	)		(1,521	)
Transfers from Level 3		—			(5,962	)		(120	)		—			(6,082	)
Transfers into Level 3		—			—			—			—			—
Balance at end of period	$	28,704		$	—		$	398		$	1,827		$	30,929
Year Ended December 31, 2012
Balance at beginning of period	$	5,998		$	5,197		$	408		$	—		$	11,603
Total gains (losses) – realized/unrealized:
Included in earnings		—			—			—			—			—
Included in other comprehensive income		917			732			104			49			1,802
Accretion included in earnings		2,515			9			—			20			2,544
Purchases, issuances, sales and settlements:
Purchases		16,569			954			—			4,230			21,753
Issuances		46			—			—			—			46
Sales/redemptions		(2,542	)		—			—			—			(2,542	)
Settlements		(1,047	)		—			—			(1,594	)		(2,641	)
Transfers from Level 3		—			—			—			—			—
Transfers into Level 3		—			—			—			—			—
Balance at end of period	$	22,456		$	6,892		$	512		$	2,705		$	32,565

Additional Information about Assets Measured at Fair Value on Non-Recurring Basis

fair value adjustments were previously described. For assets measured at fair value on a non-recurring basis still held at the balance sheet date, the following table provides the hierarchy level and the fair value of the related assets or portfolios:

	Level 1		Level 2		Level 3		Total
September 30, 2013
Impaired loans		—	$	3,880	$	9,242	$	13,122
Other real estate owned		—		4,751		4,634		9,385
December 31, 2012
Impaired loans		—	$	14,325	$	3,171	$	17,496
Other real estate owned		—		5,771		13,540		19,311
Investment security, held-to-maturity:
Non-agency CMO		—		—		3,636		3,636

Fair Values of Corporation's Financial Instruments

The fair values of the Corporation’s financial instruments are as follows:

					Fair Value Measurements
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
September 30, 2013
Financial Assets
Cash and cash equivalents	$	283,509	$	283,509	$	283,509	$	—	$	—
Securities available for sale		1,115,558		1,115,558		750		1,083,879		30,929
Securities held to maturity		1,180,992		1,181,652		—		1,174,282		7,370
Net loans, including loans held for sale		8,734,958		8,597,123		—		—		8,597,123
Bank owned life insurance		263,781		268,641		268,641		—		—
Derivative assets		38,042		38,042		—		38,042		—
Accrued interest receivable		33,025		33,025		33,025		—		—
Financial Liabilities
Deposits		9,723,371		9,736,492		7,375,322		2,361,170		—
Short-term borrowings		1,166,180		1,166,180		1,166,180		—		—
Long-term debt		91,807		94,670		—		—		94,670
Junior subordinated debt		194,213		190,150		—		—		190,150
Derivative liabilities		44,472		44,472		—		44,472		—
Accrued interest payable		6,368		6,368		6,368		—		—
December 31, 2012
Financial Assets
Cash and cash equivalents	$	239,044	$	239,044	$	239,044	$	—	$	—
Securities available for sale		1,172,683		1,172,683		396		1,139,722		32,565
Securities held to maturity		1,106,563		1,143,213		—		1,128,524		14,689
Net loans, including loans held for sale		8,061,096		7,996,554		—		—		7,966,554
Bank owned life insurance		246,088		257,060		257,060		—		—
Derivative assets		58,008		58,008		—		58,008		—
Accrued interest receivable		30,210		30,210		30,210		—		—
Financial Liabilities
Deposits		9,082,174		9,117,757		6,546,316		2,571,441		—
Short-term borrowings		1,083,138		1,083,138		1,083,138		—		—
Long-term debt		89,425		92,329		—		—		92,329
Junior subordinated debt		204,019		172,246		—		—		172,246
Derivative liabilities		58,150		58,150		—		58,150		—
Accrued interest payable		9,054		9,054		9,054		—		—

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Fair Value Measurements - Additional Information about Assets Measured at Fair Value on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning of period	$ 32,565	$ 11,603
Total gains (losses) - realized/unrealized, Included in earnings	78
Total gains (losses) - realized/unrealized, Included in other comprehensive income	4,567	1,802
Accretion included in earnings	2,326	2,544
Purchases		21,753
Issuances	29	46
Sales/redemptions	(1,033)	(2,542)
Settlements	(1,521)	(2,641)
Transfers from Level 3	(6,082)
Transfers into Level 3
Balance at end of period	30,929	32,565
Pooled Trust Preferred Collateralized Debt Obligations [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning of period	22,456	5,998
Total gains (losses) - realized/unrealized, Included in earnings
Total gains (losses) - realized/unrealized, Included in other comprehensive income	4,561	917
Accretion included in earnings	2,311	2,515
Purchases		16,569
Issuances	29	46
Sales/redemptions		(2,542)
Settlements	(653)	(1,047)
Transfers from Level 3
Transfers into Level 3
Balance at end of period	28,704	22,456
Other Debt Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning of period	6,892	5,197
Total gains (losses) - realized/unrealized, Included in earnings	78
Total gains (losses) - realized/unrealized, Included in other comprehensive income	21	732
Accretion included in earnings	4	9
Purchases		954
Issuances
Sales/redemptions	(1,033)
Settlements
Transfers from Level 3	(5,962)
Transfers into Level 3
Balance at end of period		6,892
Equity Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning of period	512	408
Total gains (losses) - realized/unrealized, Included in earnings
Total gains (losses) - realized/unrealized, Included in other comprehensive income	6	104
Accretion included in earnings
Purchases
Issuances
Sales/redemptions
Settlements
Transfers from Level 3	(120)
Transfers into Level 3
Balance at end of period	398	512
Residential Non-Agency Collateralized Mortgage Obligations [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning of period	2,705
Total gains (losses) - realized/unrealized, Included in earnings
Total gains (losses) - realized/unrealized, Included in other comprehensive income	(21)	49
Accretion included in earnings	11	20
Purchases		4,230
Issuances
Sales/redemptions
Settlements	(868)	(1,594)
Transfers from Level 3
Transfers into Level 3
Balance at end of period	$ 1,827	$ 2,705

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LOANS AND ALLOWANCE FOR LOAN LOSSES

9 Months Ended

Sep. 30, 2013

Receivables [Abstract]

LOANS AND ALLOWANCE FOR LOAN LOSSES

LOANS AND ALLOWANCE FOR LOAN LOSSES

Following is a summary of loans, net of unearned income:

	Originated Loans		Acquired Loans		Total Loans
September 30, 2013
Commercial real estate	$	2,548,278	$	372,530	$	2,920,808
Commercial and industrial		1,689,467		65,768		1,755,235
Commercial leases		141,714		—		141,714
Total commercial loans and leases		4,379,459		438,298		4,817,757
Direct installment		1,349,804		58,735		1,408,539
Residential mortgages		669,978		361,827		1,031,805
Indirect installment		631,030		7,282		638,312
Consumer lines of credit		804,453		83,528		887,981
Other		52,511		—		52,511
	$	7,887,235	$	949,670	$	8,836,905
December 31, 2012
Commercial real estate	$	2,448,471	$	258,575	$	2,707,046
Commercial and industrial		1,555,301		47,013		1,602,314
Commercial leases		130,133		—		130,133
Total commercial loans and leases		4,133,905		305,588		4,439,493
Direct installment		1,108,865		69,665		1,178,530
Residential mortgages		653,826		438,402		1,092,228
Indirect installment		568,324		13,713		582,037
Consumer lines of credit		732,534		72,960		805,494
Other		39,937		—		39,937
	$	7,237,391	$	900,328	$	8,137,719

The carrying amount of acquired loans at September 30, 2013 totaled $944,954, including purchased credit-impaired (PCI) loans with a carrying amount of $16,559, while the carrying amount of acquired loans at December 31, 2012 totaled $896,148, including PCI loans with a carrying amount of $15,864. The outstanding contractual balance receivable of acquired loans at September 30, 2013 totaled $1,011,890, including PCI loans with an outstanding contractual balance receivable of $43,767, while the outstanding contractual balance receivable of acquired loans at December 31, 2012 totaled $949,862, including PCI loans with an outstanding contractual balance receivable of $41,134.

Commercial real estate includes both owner-occupied and non-owner-occupied loans secured by commercial properties. Commercial and industrial includes loans to businesses that are not secured by real estate. Commercial leases consist of loans for new or used equipment. Direct installment is comprised of fixed-rate, closed-end consumer loans for personal, family or household use, such as home equity loans and automobile loans. Residential mortgages consist of conventional and jumbo mortgage loans for non-commercial properties. Indirect installment is comprised of loans originated by third parties and underwritten by the Corporation, primarily automobile loans. Consumer lines of credit include home equity lines of credit (HELOC) and consumer lines of credit that are either unsecured or secured by collateral other than home equity. Other is comprised primarily of mezzanine loans and student loans.

The loan portfolio consists principally of loans to individuals and small- and medium-sized businesses within the Corporation’s primary market area of Pennsylvania, northeastern Ohio, northern West Virginia and central Maryland. The commercial real estate portfolio also includes run-off loans in Florida, which totaled $49,189 or 0.6% of total loans at September 30, 2013, compared to $68,627 or 0.8% of total loans at December 31, 2012. Additionally, the total loan portfolio contains consumer finance loans to individuals in Pennsylvania, Ohio, Tennessee and Kentucky, which equaled $175,123 or 2.0% of total loans at September 30, 2013, compared to $170,999 or 2.1% of total loans at December 31, 2012. Due to the relative size of the consumer finance loan portfolio, they are not segregated from other consumer loans.

As of September 30, 2013, 45.2% of the commercial real estate loans were owner-occupied, while the remaining 54.8% were non-owner-occupied, compared to 46.5% and 53.5%, respectively, as of December 31, 2012. As of September 30, 2013 and December 31, 2012, the Corporation had commercial construction loans of $215,433 and $190,206, respectively, representing 2.4% and 2.3% of total loans, respectively.

ASC 310-30 Loans

All loans acquired in the ANNB and Parkvale acquisitions, except for revolving loans, are accounted for in accordance with ASC 310-30. Revolving loans are accounted for under ASC 310-20. The Corporation’s allowance for loan losses for acquired loans reflects only those losses incurred after acquisition.

The following table reflects amounts at acquisition for all purchased loans subject to ASC310-30 (impaired and non-impaired) acquired from ANNB in 2013 and Parkvale in 2012:

	Acquired Impaired Loans			Acquired Performing Loans			Total
Acquired from ANNB in 2013
Contractually required cash flows at acquisition	$	12,200		$	270,197		$	282,397
Non-accretable difference (expected losses and foregone interest)		(7,829	)		(13,705	)		(21,534	)
Cash flows expected to be collected at acquisition		4,371			256,492			260,863
Accretable yield		(523	)		(41,207	)		(41,730	)
Basis in acquired loans at acquisition	$	3,848		$	215,285		$	219,133
Acquired from Parkvale in 2012
Contractually required cash flows at acquisition	$	12,224		$	1,327,342		$	1,339,566
Non-accretable difference (expected losses and foregone interest)		(6,070	)		(214,541	)		(220,611	)
Cash flows expected to be collected at acquisition		6,154			1,112,801			1,118,955
Accretable yield		(589	)		(293,594	)		(294,183	)
Basis in acquired loans at acquisition	$	5,565		$	819,207		$	824,772

The following table provides a summary of change in accretable yield for all acquired loans:

	Acquired Impaired Loans			Acquired Performing Loans			Total
Nine Months Ended September 30, 2013
Balance at beginning of period	$	778		$	253,375		$	254,153
Acquisitions		523			41,207			41,730
Reduction due to unexpected early payoffs		—			(37,432	)		(37,432	)
Reclass from non-accretable difference		6,318			1,555			7,873
Disposals/transfers		164			(210	)		(46	)
Accretion		(2,250	)		(27,629	)		(29,879	)
Balance at end of period	$	5,533		$	230,866		$	236,399
Year Ended December 31, 2012
Balance at beginning of period	$	2,477		$	49,229		$	51,706
Acquisitions		589			293,594			294,183
Reduction due to unexpected early payoffs		—			(57,840	)		(57,840	)
Reclass from non-accretable difference		3,539			10,915			14,454
Disposals/transfers		(49	)		(615	)		(664	)
Accretion		(5,778	)		(41,908	)		(47,686	)
Balance at end of period	$	778		$	253,375		$	254,153

Purchased Credit-Impaired (PCI) Loans

The Corporation has acquired loans for which there was evidence of deterioration of credit quality since origination and for which it was probable, at acquisition, that all contractually required payments would not be collected.

Following is information about PCI loans identified in the Corporation’s acquisition of ANNB:

	At Acquisition		September 30, 2013
Outstanding balance	$	12,220	$	11,867
Carrying amount		3,848		3,442
Allowance for loan losses		n/a		—
Impairment recognized since acquisition		n/a		—
Allowance reduction recognized since acquisition		n/a		—

Following is information about PCI loans identified in the Corporation’s acquisition of Parkvale:

	At Acquisition		December 31, 2012
Outstanding balance	$	9,135	$	3,704
Carrying amount		5,565		2,552
Allowance for loan losses		n/a		103
Impairment recognized since acquisition		n/a		103
Allowance reduction recognized since acquisition		n/a		—

Following is information about the Corporation’s PCI loans:

	Outstanding Balance			Non- Accretable Difference			Expected Cash Flows			Accretable Yield			Recorded Investment
For the Nine Months Ended September 30, 2013
Balance at beginning of period	$	41,134		$	(23,733	)	$	17,401		$	(778	)	$	16,623
Acquisitions		12,220			(7,849	)		4,371			(523	)		3,848
Accretion		—			—			—			2,250			2,250
Payments received		(3,087	)		—			(3,087	)		—			(3,087	)
Reclass from non-accretable difference		—			6,318			6,318			(6,318	)		—
Disposals/transfers		(8,442	)		6,193			(2,249	)		(164	)		(2,413	)
Contractual interest		1,942			(1,942	)		—			—			—
Balance at end of period	$	43,767		$	(21,013	)	$	22,754		$	(5,533	)	$	17,221
For the Year Ended December 31, 2012
Balance at beginning of period	$	51,693		$	(33,377	)	$	18,316		$	(2,477	)	$	15,839
Acquisitions		9,135			(2,981	)		6,154			(589	)		5,565
Accretion		—			—			—			5,778			5,778
Payments received		(9,556	)		—			(9,556	)		—			(9,556	)
Reclass from non-accretable difference		—			3,539			3,539			(3,539	)		—
Disposals/transfers		(12,494	)		11,442			(1,052	)		49			(1,003	)
Contractual interest		2,356			(2,356	)		—			—			—
Balance at end of period	$	41,134		$	(23,733	)	$	17,401		$	(778	)	$	16,623

The accretion in the table above includes $440 in 2013 and $3,539 in 2012 that primarily represents payoffs received on certain loans in excess of expected cash flows.

Credit Quality

Management monitors the credit quality of the Corporation’s loan portfolio on an ongoing basis. Measurement of delinquency and past due status are based on the contractual terms of each loan.

Non-performing loans include non-accrual loans and non-performing troubled debt restructurings (TDRs). Past due loans are reviewed on a monthly basis to identify loans for non-accrual status. The Corporation places a loan on non-accrual status and discontinues interest accruals on originated loans generally when principal or interest is due and has remained unpaid for a certain number of days unless the loan is both well secured and in the process of collection. Commercial loans are placed on non-accrual at 90 days, installment loans are placed on non-accrual at 120 days and residential mortgages and consumer lines of credit are generally placed on non-accrual at 180 days. When a loan is placed on non-accrual status, all unpaid interest is reversed. Non-accrual loans may not be restored to accrual status until all delinquent principal and interest have been paid and the ultimate ability to collect the remaining principal and interest is reasonably assured. TDRs are loans in which the borrower has been granted a concession on the interest rate or the original repayment terms due to financial distress. Non-performing assets also include debt securities on which OTTI has been taken in the current or prior periods that have not been returned to accrual status.

Following is a summary of non-performing assets:

	September 30, 2013			December 31, 2012
Non-accrual loans	$	65,451		$	66,004
Troubled debt restructurings		17,252			14,876
Total non-performing loans		82,703			80,880
Other real estate owned (OREO)		35,144			35,257
Total non-performing loans and OREO		117,847			116,137
Non-performing investments		733			2,809
Total non-performing assets	$	118,580		$	118,946
Asset quality ratios:
Non-performing loans as a percent of total loans		0.94	%		0.99	%
Non-performing loans + OREO as a percent of total loans + OREO		1.33	%		1.42	%
Non-performing assets as a percent of total assets		0.93	%		0.99	%

The following tables provide an analysis of the aging of the Corporation’s past due loans by class, segregated by loans originated and loans acquired:

	30-89 Days Past Due		>90 Days Past Due and Still Accruing		Non- Accrual		Total Past Due		Current		Total Loans
Originated loans:
September 30, 2013
Commercial real estate	$	7,041	$	301	$	47,151	$	54,493	$	2,493,785	$	2,548,278
Commercial and industrial		4,068		459		8,081		12,608		1,676,859		1,689,467
Commercial leases		836		—		782		1,618		140,096		141,714
Total commercial loans and leases		11,945		760		56,014		68,719		4,310,740		4,379,459
Direct installment		9,952		2,515		4,462		16,929		1,332,875		1,349,804
Residential mortgages		12,331		1,986		3,694		18,011		651,967		669,978
Indirect installment		4,815		607		975		6,397		624,633		631,030
Consumer lines of credit		2,146		1,113		306		3,565		800,888		804,453
Other		23		37		—		60		52,451		52,511
	$	41,212	$	7,018	$	65,451	$	113,681	$	7,773,554	$	7,887,235
December 31, 2012
Commercial real estate	$	5,786	$	533	$	47,895	$	54,214	$	2,394,257	$	2,448,471
Commercial and industrial		7,310		456		6,017		13,783		1,541,518		1,555,301
Commercial leases		1,671		—		965		2,636		127,497		130,133
Total commercial loans and leases		14,767		989		54,877		70,633		4,063,272		4,133,905
Direct installment		8,834		2,717		3,342		14,893		1,093,972		1,108,865
Residential mortgages		15,821		2,365		2,891		21,077		632,749		653,826
Indirect installment		5,114		374		1,039		6,527		561,797		568,324
Consumer lines of credit		1,633		247		355		2,235		730,299		732,534
Other		36		15		3,500		3,551		36,386		39,937
	$	46,205	$	6,707	$	66,004	$	118,916	$	7,118,475	$	7,237,391

	30-89 Days Past Due		³ 90 Days Past Due and Still Accruing		Non-Accrual		Total Past Due (1)		Current		Discount			Total Loans
Acquired Loans:
September 30, 2013
Commercial real estate	$	4,681	$	16,002		—	$	20,683	$	370,373	$	(18,526	)	$	372,530
Commercial and industrial		3,396		4,500		—		7,896		63,566		(5,694	)		65,768
Commercial leases		—		—		—		—		—		—			—
Total commercial loans and leases		8,077		20,502		—		28,579		433,939		(24,220	)		438,298
Direct installment		1,147		1,023		—		2,170		53,785		2,780			58,735
Residential mortgages		7,272		19,002		—		26,274		370,609		(35,056	)		361,827
Indirect installment		246		38		—		284		7,661		(663	)		7,282
Consumer lines of credit		226		893		—		1,119		87,470		(5,061	)		83,528
Other		—		—		—		—		—		—			—
	$	16,968	$	41,458		—	$	58,426	$	953,464	$	(62,220	)	$	949,670
December 31, 2012
Commercial real estate	$	6,829	$	13,597		—	$	20,426	$	250,116	$	(11,967	)	$	258,575
Commercial and industrial		1,653		138		—		1,791		47,351		(2,129	)		47,013
Commercial leases		—		—		—		—		—		—			—
Total commercial loans and leases		8,482		13,735		—		22,217		297,467		(14,096	)		305,588
Direct installment		1,454		947		—		2,401		63,502		3,762			69,665
Residential mortgages		12,137		21,069		—		33,206		439,620		(34,424	)		438,402
Indirect installment		347		56		—		403		14,089		(779	)		13,713
Consumer lines of credit		379		778		—		1,157		75,800		(3,997	)		72,960
Other		—		—		—		—		—		—			—
	$	22,799	$	36,585		—	$	59,384	$	890,478	$	(49,534	)	$	900,328

(1) Past due information for loans acquired is based on the contractual balance outstanding at September 30, 2013 and December 31, 2012.

The Corporation utilizes the following categories to monitor credit quality within its commercial loan portfolio:

Rating Category	Definition
Pass	in general, the condition of the borrower and the performance of the loan is satisfactory or better
Special Mention	in general, the condition of the borrower has deteriorated, requiring an increased level of monitoring
Substandard	in general, the condition of the borrower has significantly deteriorated and the performance of the loan could further deteriorate if deficiencies are not corrected
Doubtful	in general, the condition of the borrower has significantly deteriorated and the collection in full of both principal and interest is highly questionable or improbable

The use of these internally assigned credit quality categories within the commercial loan portfolio permits management’s use of migration and roll rate analysis to estimate a quantitative portion of credit risk. The Corporation’s internal credit risk grading system is based on past experiences with similarly graded loans and conforms with regulatory categories. In general, loan risk ratings within each category are reviewed on an ongoing basis according to the Corporation’s policy for each class of loans. Each quarter, management analyzes the resulting ratings, as well as other external statistics and factors such as delinquency, to track the migration performance of the commercial loan portfolio. Loans within the Pass credit category or that migrate toward the Pass credit category generally have a lower risk of loss compared to loans that migrate toward the Substandard or Doubtful credit categories. Accordingly, management applies higher risk factors to Substandard and Doubtful credit categories.

The following tables present a summary of the Corporation’s commercial loans by credit quality category, segregated by loans originated and loans acquired:

	Commercial Loan Credit Quality Categories
	Pass		Special Mention		Substandard		Doubtful		Total
Originated Loans:
September 30, 2013
Commercial real estate	$	2,388,404	$	46,750	$	110,342	$	2,782	$	2,548,278
Commercial and industrial		1,550,195		80,987		57,966		319		1,689,467
Commercial leases		139,966		764		984		—		141,714
	$	4,078,565	$	128,501	$	169,292	$	3,101	$	4,379,459
December 31, 2012
Commercial real estate	$	2,282,139	$	57,938	$	106,258	$	2,136	$	2,448,471
Commercial and industrial		1,472,598		32,227		49,814		662		1,555,301
Commercial leases		126,283		243		3,607		—		130,133
	$	3,881,020	$	90,408	$	159,679	$	2,798	$	4,133,905
Acquired Loans:
September 30, 2013
Commercial real estate	$	277,806	$	47,663	$	45,673	$	1,388	$	372,530
Commercial and industrial		49,105		5,067		11,582		14		65,768
Commercial leases		—		—		—		—		—
	$	326,911	$	52,730	$	57,255	$	1,402	$	438,298
December 31, 2012
Commercial real estate	$	204,300	$	14,713	$	39,093	$	469	$	258,575
Commercial and industrial		39,596		3,611		3,804		2		47,013
Commercial leases		—		—		—		—		—
	$	243,896	$	18,324	$	42,897	$	471	$	305,588

Credit quality information for acquired loans is based on the contractual balance outstanding at September 30, 2013 and December 31, 2012. The increase in acquired loans in 2013 primarily relates to the ANNB acquisition on April 6, 2013.

The Corporation uses payment status and delinquency migration analysis within the consumer and other loan classes to enable management to estimate a quantitative portion of credit risk. Each month, management analyzes payment and volume activity, as well as other external statistics and factors such as unemployment, to determine how consumer loans are performing.

Following is a table showing originated consumer loans by payment status:

	Consumer Loan Credit Quality by Payment Status
	Performing		Non-Performing		Total
September 30, 2013
Direct installment	$	1,339,139	$	10,665	$	1,349,804
Residential mortgages		656,674		13,304		669,978
Indirect installment		629,838		1,092		631,030
Consumer lines of credit		803,904		549		804,453
Other		52,511		—		52,511
December 31, 2012
Direct installment	$	1,100,324	$	8,541	$	1,108,865
Residential mortgages		642,406		11,420		653,826
Indirect installment		567,192		1,132		568,324
Consumer lines of credit		731,788		746		732,534
Other		36,437		3,500		39,937

Loans are designated as impaired when, in the opinion of management, based on current information and events, the collection of principal and interest in accordance with the loan contract is doubtful. Typically, the Corporation does not consider loans for impairment unless a sustained period of delinquency (i.e., 90-plus days) is noted or there are subsequent events that impact repayment probability (i.e., negative financial trends, bankruptcy filings, imminent foreclosure proceedings, etc.). Impairment is evaluated in the aggregate for consumer installment loans, residential mortgages, consumer lines of credit, commercial leases and commercial loan relationships less than $500. For commercial loan relationships greater than or equal to $500, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using a market interest rate or at the fair value of collateral if repayment is expected solely from the collateral. Consistent with the Corporation’s existing method of income recognition for loans, interest on impaired loans, except those classified as non-accrual, is recognized as income using the accrual method. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

Following is a summary of information pertaining to originated loans considered to be impaired, by class of loans:

	Recorded Investment		Unpaid Principal Balance		Specific Related Allowance		Average Recorded Investment
At or For the Nine Months Ended September 30, 2013
With no specific allowance recorded:
Commercial real estate	$	34,281	$	46,548	$	—	$	34,165
Commercial and industrial		9,308		11,377		—		9,448
Commercial leases		782		782		—		729
Total commercial loans and leases		44,371		58,707		—		44,342
Direct installment		10,665		10,901		—		10,451
Residential mortgages		13,298		13,561		—		13,767
Indirect installment		1,092		2,491		—		1,169
Consumer lines of credit		549		609		—		631
Other		—		—		—		583
With a specific allowance recorded:
Commercial real estate		14,300		23,748		2,782		14,379
Commercial and industrial		124		131		124		126
Commercial leases		—		—		—		—
Total commercial loans and leases		14,424		23,879		2,906		14,505
Direct installment		—		—		—		—
Residential mortgages		—		—		—		—
Indirect installment		—		—		—		—
Consumer lines of credit		—		—		—		—
Other		—		—		—		—
Total:
Commercial real estate		48,581		70,296		2,782		48,544
Commercial and industrial		9,432		11,508		124		9,574
Commercial leases		782		782		—		729
Total commercial loans and leases		58,795		82,586		2,906		58,847
Direct installment		10,665		10,901		—		10,451
Residential mortgages		13,298		13,561		—		13,767
Indirect installment		1,092		2,491		—		1,169
Consumer lines of credit		549		609		—		631
Other		—		—		—		583
At or For the Year Ended December 31, 2012
With no specific allowance recorded:
Commercial real estate	$	37,119	$	50,234	$	—	$	36,426
Commercial and industrial		7,074		9,597		—		6,992
Commercial leases		965		—		—		1,053
Total commercial loans and leases		45,158		59,831		—		44,471
Direct installment		8,541		8,693		—		6,443
Residential mortgages		11,414		11,223		—		9,059
Indirect installment		1,132		2,381		—		1,133
Consumer lines of credit		746		792		—		591
Other		3,500		3,500		—		3,500
With a specific allowance recorded:
Commercial real estate		12,623		21,877		2,136		14,522
Commercial and industrial		590		590		590		592
Commercial leases		—		—		—		—
Total commercial loans and leases		13,213		22,467		2,726		15,114
Direct installment		—		—		—		—
Residential mortgages		—		—		—		—
Indirect installment		—		—		—		—
Consumer lines of credit		—		—		—		—
Other		—		—		—		—
Total:
Commercial real estate		49,742		72,111		2,136		50,948
Commercial and industrial		7,664		10,187		590		7,584
Commercial leases		965		—		—		1,053
Total commercial loans and leases		58,371		82,298		2,726		59,585
Direct installment		8,541		8,693		—		6,443
Residential mortgages		11,414		11,223		—		9,059
Indirect installment		1,132		2,381		—		1,133
Consumer lines of credit		746		792		—		591
Other		3,500		3,500		—		3,500

Interest income is generally no longer recognized once a loan becomes impaired.

The above tables do not include PCI loans with a recorded investment of $17,221 at September 30, 2013 and $16,623 at December 31, 2012. These tables do not reflect the additional allowance for loan losses relating to acquired loans in the following pools and categories: commercial real estate of $1,443; commercial and industrial of $1,023; direct installment of $916: residential mortgages of $1,039; and indirect installment of $295, totaling $4,716 at September 30, 2013 and commercial real estate of $1,955; commercial and industrial of $1,140; direct installment of $657; residential mortgages of $69; and indirect installment of $359, totaling $4,180 at December 31, 2012.

Troubled Debt Restructurings

TDRs are loans whose contractual terms have been modified in a manner that grants a concession to a borrower experiencing financial difficulties. TDRs typically result from loss mitigation activities and could include the extension of a maturity date, interest rate reduction, principal forgiveness, deferral or decrease in payments for a period of time and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of collateral.

Following is a summary of the composition of total TDRs:

	September 30, 2013		December 31, 2012
Accruing:
Performing	$	10,102	$	12,659
Non-performing		17,252		14,876
Non-accrual		12,185		12,385
	$	39,539	$	39,920

TDRs that are accruing and performing include loans that met the criteria for non-accrual of interest prior to restructuring for which the Corporation can reasonably estimate the timing and amount of the expected cash flows on such loans and for which the Corporation expects to fully collect the new carrying value of the loans. During the nine months ended September 30, 2013, the Corporation returned to performing status $1,737 in restructured loans, all of which were secured by residential mortgages that have consistently met their modified obligations for more than six months. TDRs that are accruing and non-performing are comprised of consumer loans that have not demonstrated a consistent repayment pattern on the modified terms for more than six months, however it is expected that the Corporation will collect all future principal and interest payments. TDRs that are on non-accrual are not placed on accruing status until all delinquent principal and interest have been paid and the ultimate collectability of the remaining principal and interest is reasonably assured. Some loan modifications classified as TDRs may not ultimately result in the full collection of principal and interest, as modified, and result in potential incremental losses which are factored into the allowance for loan losses.

Excluding purchased impaired loans, commercial loans over $500 whose terms have been modified in a TDR are generally placed on non-accrual, individually analyzed and measured for estimated impairment based on the fair value of the underlying collateral. The Corporation’s allowance for loan losses included specific reserves for commercial TDRs of $756 and $41 at September 30, 2013 and December 31, 2012, respectively, and pooled reserves for individual loans under $500 of $108 and $297 for those same periods, based on historical loss experience. Upon default, the amount of the recorded investment in the TDR in excess of the fair value of the collateral less estimated selling costs is generally considered a confirmed loss and is charged-off against the allowance for loan losses.

All other classes of loans, which are primarily secured by residential properties, whose terms have been modified in a TDR are pooled and measured for estimated impairment based on the expected net present value of the estimated future cash flows of the pool. The Corporation’s allowance for loan losses included pooled reserves for these classes of loans of $1,096 and $1,455 at September 30, 2013 and December 31, 2012, respectively. Upon default of an individual loan, the Corporation’s charge-off policy is followed accordingly for that class of loan.

The majority of TDRs are the result of interest rate concessions for a limited period of time. Following is a summary of loans, by class, that have been restructured during the periods indicated:

	Three Months Ended September 30, 2013						Nine Months Ended September 30, 2013
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial real estate		2	$	212	$	207		7	$	1,252	$	1,031
Commercial and industrial		—		—		—		—		—		—
Commercial leases		—		—		—		—		—		—
Total commercial loans and leases		2		212		207		7		1,252		1,031
Direct installment		117		1,199		1,168		300		3,078		2,930
Residential mortgages		9		346		348		39		1,809		1,784
Indirect installment		5		20		18		20		92		84
Consumer lines of credit		1		6		6		14		207		204
Other		—		—		—		—		—		—
		134	$	1,783	$	1,747		380	$	6,438	$	6,033

	Three Months Ended September 30, 2012						Nine Months Ended September 30, 2012
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial real estate		13	$	2,183	$	2,245		16	$	2,341	$	2,971
Commercial and industrial		4		51		48		7		254		123
Commercial leases		—		—		—		—		—		—
Total commercial loans and leases		17		2,234		2,293		23		2,595		3,094
Direct installment		50		237		228		229		1,597		1,557
Residential mortgages		15		934		996		39		2,085		2,266
Indirect installment		4		30		30		17		105		97
Consumer lines of credit		2		2		3		4		5		5
Other		—		—		—		—		—		—
		88	$	3,437	$	3,550		312	$	6,387	$	7,019

Following is a summary of TDRs, by class of loans, for which there was a payment default during the periods indicated, excluding loans that were either charged-off or cured by period end. Default occurs when a loan is 90 days or more past due and is within 12 months of restructuring.

	Three Months Ended September 30, 2013 (1)				Nine Months Ended September 30, 2013 (1)
	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
Commercial real estate		—	$	—		1	$	751
Commercial and industrial		—		—		1		15
Commercial leases		—		—		—		—
Total commercial loans and leases		—		—		2		766
Direct installment		24		254		53		509
Residential mortgages		2		99		5		240
Indirect installment		—		—		4		37
Consumer lines of credit		1		85		1		85
Other		—		—		—		—
		27	$	438		65	$	1,637

	Three Months Ended September 30, 2012 (1)				Nine Months Ended September 30, 2012 (1)
	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
Commercial real estate		—	$	—		—	$	—
Commercial and industrial		—		—		—		—
Commercial leases		—		—		—		—
Total commercial loans and leases		—		—		—		—
Direct installment		21		138		27		165
Residential mortgages		1		25		3		208
Indirect installment		2		6		3		8
Consumer lines of credit		—		—		—		—
Other		—		—		—		—
		24	$	169		33	$	381

(1) The recorded investment is as of period end.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision charged to earnings. Loan losses are charged against the allowance for loan losses when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance for loan losses. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Changes in the allowance for loan losses related to impaired loans are charged or credited to the provision for loan losses.

The allowance for loan losses is maintained at a level that, in management’s judgment, is believed adequate to absorb probable losses associated with specifically identified loans, as well as estimated probable credit losses inherent in the remainder of the loan portfolio. Adequacy of the allowance for loan losses is based on management’s evaluation of potential loan losses in the loan portfolio, which includes an assessment of past experience, current economic conditions in specific industries and geographic areas, general economic conditions, known and inherent risks in the loan portfolio, the estimated value of underlying collateral and residuals and changes in the composition of the loan portfolio. Determination of the allowance for loan losses is inherently subjective as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience and consideration of current environmental factors and economic trends, all of which are susceptible to significant change.

Management estimates the allowance for loan losses pursuant to ASC 450, Contingencies, and ASC 310, Receivables. ASC 310 is applied to commercial loans that are individually evaluated for impairment. Under ASC 310, a loan is impaired when, based upon current information and events, it is probable that the loan will not be repaid according to its original contractual terms, including both principal and interest. Management performs individual assessments of impaired commercial loan relationships greater than or equal to $500 to determine the existence of loss exposure and, where applicable, the extent of loss exposure based upon the present value of expected future cash flows available to pay the loan, or based upon the fair value of the collateral less estimated selling costs where a loan is collateral dependent. Commercial loans excluded from individual assessment, as well as smaller balance homogeneous loans, such as consumer installment, residential mortgages, consumer lines of credit and commercial leases, are evaluated for loss exposure under ASC 450 based upon historical loss rates for each of these categories of loans.

Following is a summary of changes in the allowance for loan losses, by loan class:

	Balance at Beginning of Period			Charge- Offs			Recoveries			Net Charge- Offs			Provision for Loan Losses			Balance at End of Period
Three Months Ended September 30, 2013
Commercial real estate	$	35,666		$	(365	)	$	80		$	(285	)	$	(538	)	$	34,843
Commercial and industrial		32,486			(1,529	)		231			(1,298	)		1,460			32,648
Commercial leases		1,756			(69	)		59			(10	)		21			1,767
Total commercial loans and leases		69,908			(1,963	)		370			(1,593	)		943			69,258
Direct installment		15,993			(2,183	)		227			(1,956	)		3,194			17,231
Residential mortgages		5,120			(174	)		50			(124	)		437			5,433
Indirect installment		5,626			(807	)		188			(619	)		1,120			6,127
Consumer lines of credit		6,421			(454	)		60			(394	)		1,052			7,079
Other		(219	)		(333	)		—			(333	)		760			208
Total allowance on originated loans		102,849			(5,914	)		895			(5,019	)		7,506			105,336
Purchased credit-impaired loans		325			—			—			—			337			662
Other acquired loans		5,106			70			(559	)		(489	)		(563	)		4,054
Total allowance on acquired loans		5,431			70			(559	)		(489	)		(226	)		4,716
Total allowance	$	108,280		$	(5,844	)	$	336		$	(5,508	)	$	7,280		$	110,052
Three Months Ended September 30, 2012
Commercial real estate	$	38,480		$	(1,481	)	$	1,375		$	(106	)	$	(3,360	)	$	35,014
Commercial and industrial		30,779			(3,746	)		(19	)		(3,765	)		4,861			31,875
Commercial leases		1,674			(216	)		78			(138	)		214			1,750
Total commercial loans and leases		70,933			(5,443	)		1,434			(4,009	)		1,715			68,639
Direct installment		14,536			(1,985	)		225			(1,760	)		1,929			14,705
Residential mortgages		4,259			(3	)		4			1			256			4,516
Indirect installment		5,666			(688	)		158			(530	)		539			5,675
Consumer lines of credit		5,266			(831	)		37			(794	)		1,556			6,028
Other		203			(270	)		—			(270	)		229			162
Total allowance on originated loans		100,863			(9,220	)		1,858			(7,362	)		6,224			99,725
Purchased credit-impaired loans		784			—			—			—			2,205			2,989
Other acquired loans		—			—			—			—			—			—
Total allowance on acquired loans		784			—			—			—			2,205			2,989
Total allowance	$	101,647		$	(9,220	)	$	1,858		$	(7,362	)	$	8,429		$	102,714
Nine Months Ended September 30, 2013
Commercial real estate	$	34,810		$	(3,067	)	$	1,606		$	(1,461	)	$	1,494		$	34,843
Commercial and industrial		31,849			(4,262	)		734			(3,528	)		4,327			32,648
Commercial leases		1,744			(317	)		161			(156	)		179			1,767
Total commercial loans and leases		68,403			(7,646	)		2,501			(5,145	)		6,000			69,258
Direct installment		15,130			(6,824	)		709			(6,115	)		8,216			17,231
Residential mortgages		5,155			(733	)		90			(643	)		921			5,433
Indirect installment		5,449			(2,349	)		576			(1,773	)		2,451			6,127
Consumer lines of credit		6,057			(1,183	)		209			(974	)		1,996			7,079
Other		—			(721	)		—			(721	)		929			208
Total allowance on originated loans		100,194			(19,456	)		4,085			(15,371	)		20,513			105,336
Purchased credit-impaired loans		759			(156	)		—			(156	)		59			662
Other acquired loans		3,421			(1,199	)		(320	)		(1,519	)		2,152			4,054
Total allowance on acquired loans		4,180			(1,355	)		(320	)		(1,675	)		2,211			4,716
Total allowance	$	104,374		$	(20,811	)	$	3,765		$	(17,046	)	$	22,724		$	110,052
Nine Months Ended September 30, 2012
Commercial real estate	$	43,283		$	(4,733	)	$	1,634		$	(3,099	)	$	(5,170	)	$	35,014
Commercial and industrial		25,476			(7,086	)		349			(6,737	)		13,136			31,875
Commercial leases		1,556			(509	)		177			(332	)		526			1,750
Total commercial loans and leases		70,315			(12,328	)		2,160			(10,168	)		8,492			68,639
Direct installment		14,814			(5,908	)		721			(5,187	)		5,078			14,705
Residential mortgages		4,437			(644	)		127			(517	)		596			4,516
Indirect installment		5,503			(2,128	)		433			(1,695	)		1,867			5,675
Consumer lines of credit		5,447			(1,585	)		146			(1,439	)		2,020			6,028
Other		146			(716	)		—			(716	)		732			162
Total allowance on originated loans		100,662			(23,309	)		3,587			(19,722	)		18,785			99,725
Purchased credit-impaired loans		—			(254	)		—			(254	)		3,243			2,989
Other acquired loans		—			—			—			—			—			—
Total allowance on acquired loans		—			(254	)		—			(254	)		3,243			2,989
Total allowance	$	100,662		$	(23,563	)	$	3,587		$	(19,976	)	$	22,028		$	102,714

Following is a summary of the individual and collective originated allowance for loan losses and corresponding loan balances by class:

	Allowance				Loans Outstanding
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Loans		Individually Evaluated for Impairment		Collectively Evaluated for Impairment
September 30, 2013
Commercial real estate	$	2,782	$	32,061	$	2,548,278	$	35,740	$	2,512,538
Commercial and industrial		124		32,524		1,689,467		5,357		1,684,110
Commercial leases		—		1,767		141,714		—		141,714
Total commercial loans and leases		2,906		66,352		4,379,459		41,097		4,338,362
Direct installment		—		17,231		1,349,804		—		1,349,804
Residential mortgages		—		5,433		669,978		—		669,978
Indirect installment		—		6,127		631,030		—		631,030
Consumer lines of credit		—		7,079		804,453		—		804,453
Other		—		208		52,511		—		52,511
	$	2,906	$	102,430	$	7,887,235	$	41,097	$	7,846,138
December 31, 2012
Commercial real estate	$	2,136	$	32,674	$	2,448,471	$	35,024	$	2,413,447
Commercial and industrial		590		31,259		1,555,301		1,624		1,553,677
Commercial leases		—		1,744		130,133		—		130,133
Total commercial loans and leases		2,726		65,677		4,133,905		36,648		4,097,257
Direct installment		—		15,130		1,108,865		—		1,108,865
Residential mortgages		—		5,155		653,826		—		653,826
Indirect installment		—		5,449		568,324		—		568,324
Consumer lines of credit		—		6,057		732,534		—		732,534
Other		—		—		39,937		—		39,937
	$	2,726	$	97,468	$	7,237,391	$	36,648	$	7,200,743

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Comprehensive Income - Components of Comprehensive Income, Net of Related Tax (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Components Of Comprehensive Income [Abstract]
Net income	$ 31,634	$ 30,743	$ 89,365	$ 81,455
Unrealized gains (losses) on securities, Arising during the period, net of tax (benefit) expense of $(2,635), $1,061, $(8,835) and $3,112	(4,894)	1,970	(16,408)	5,779
Unrealized gains (losses) on securities, Less: reclassification adjustment for (losses) gains included in net income, net of tax (benefit) expense of $2, $(65), $260 and $247	(3)	120	(483)	(459)
Unrealized gains (losses) on derivative instruments, net of tax expense (benefit) of $239 and $(2,215)	443		(4,113)
Unrealized gains associated with pension and postretirement benefits, net of tax expense of $194, $161, $569 and $461	360	299	1,057	856
Other comprehensive income (loss)	(4,094)	2,389	(19,947)	6,176
Comprehensive income	$ 27,540	$ 33,132	$ 69,418	$ 87,631

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Borrowings - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
Credit available with FHLB	$ 3,212,358
Credit with FHLB used	$ 79	$ 88
Federal Home Loan Bank advances are scheduled to mature periodically through the year	2019
Effective interest rates, minimum	3.78%	3.78%
Effective interest rates, maximum	4.19%	4.19%

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MERGERS AND ACQUISITIONS

9 Months Ended

Sep. 30, 2013

Business Combinations [Abstract]

MERGERS AND ACQUISITIONS

MERGERS AND ACQUISITIONS

On October 12, 2013, the Corporation completed its acquisition of PVF Capital Corp. (PVF), a savings and loan holding company based in Solon, Ohio. On the acquisition date, the estimated fair values of PVF included $714,126 in assets, $500,000 in loans and $620,000 in deposits. The acquisition was valued at $110,280 and resulted in the Corporation issuing 8,893,598 shares of its common stock in exchange for 26,119,398 shares of PVF common stock. The assets and liabilities of PVF were recorded on the Corporation’s balance sheet at their preliminary estimated fair values as of October 12, 2013, the acquisition date, and PVF’s results of operations have been included in the Corporation’s consolidated statements of income and comprehensive income since that date. The operations of PVF are not included in the accompanying financial statements dated September 30, 2013. PVF’s banking affiliate, Park View Federal Savings Bank, was merged into FNBPA on October 12, 2013. Based on a preliminary purchase price allocation, during October 2013 the Corporation recorded $50,898 in goodwill and $4,400 in core deposit intangibles as a result of the acquisition. These fair value estimates are provisional amounts based on third party valuations that are currently under review. None of the goodwill is deductible for income tax purposes.

On April 6, 2013, the Corporation completed its acquisition of Annapolis Bancorp, Inc. (ANNB), a bank holding company based in Annapolis, Maryland. On the acquisition date, the estimated fair values of ANNB included $429,358 in assets, $254,911 in loans and $349,370 in deposits. The acquisition was valued at $56,300 and resulted in the Corporation issuing 4,641,412 shares of its common stock in exchange for 4,060,802 shares of ANNB common stock. Additionally, the Corporation paid $609, or $0.15 per share, to the holders of ANNB common stock as cash consideration due to the collection of a certain loan, as designated in the merger agreement. The assets and liabilities of ANNB were recorded on the Corporation’s balance sheet at their preliminary estimated fair values as of April 6, 2013, the acquisition date, and ANNB’s results of operations have been included in the Corporation’s consolidated statements of income and comprehensive income since that date. ANNB’s banking affiliate, BankAnnapolis, was merged into FNBPA on April 6, 2013. In conjunction with the acquisition, a warrant issued by ANNB to the U.S. Department of the Treasury (UST) under the Capital Purchase Program (CPP) was assumed by the Corporation and converted into a warrant to purchase up to 342,564 shares of the Corporation’s common stock. The warrant expires January 30, 2019 and has an exercise price of $3.57 per share. Based on a preliminary purchase price allocation, the Corporation has recorded $37,954 in goodwill and $3,775 in core deposit intangibles as a result of the acquisition. These fair value estimates are provisional amounts based on third party valuations that are currently under review. None of the goodwill is deductible for income tax purposes.

On January 1, 2012, the Corporation completed its acquisition of Parkvale Financial Corporation (Parkvale), a unitary savings and loan holding company based in Monroeville, Pennsylvania. On the acquisition date, the fair values of Parkvale included $1,743,885 in assets, $919,480 in loans and $1,525,253 in deposits. The acquisition was valued at $140,900 and resulted in the Corporation issuing 12,159,312 shares of its common stock in exchange for 5,582,846 shares of Parkvale common stock. The assets and liabilities of Parkvale were recorded on the Corporation’s balance sheet at their fair values as of January 1, 2012, the acquisition date, and Parkvale’s results of operations have been included in the Corporation’s consolidated statements of income and comprehensive income since that date. Parkvale’s banking affiliate, Parkvale Bank, was merged into FNBPA on January 1, 2012. The warrant issued by Parkvale to the UST under the CPP was assumed by the Corporation and converted into a warrant to purchase up to 819,640 shares of the Corporation’s common stock. The warrant expires December 23, 2018 and has an exercise price of $5.81. Based on the purchase price allocation, which was completed in the fourth quarter of 2012, the Corporation recorded $106,602 in goodwill and $16,033 in core deposit intangibles as a result of the acquisition. None of the goodwill is deductible for income tax purposes.

Pending Acquisition

On June 14, 2013, the Corporation announced the signing of a definitive merger agreement to acquire BCSB Bancorp, Inc. (BCSB), a bank holding company based in Baltimore, Maryland with approximately $640,000 in total assets. The transaction is valued at approximately $79,000. Under the terms of the merger agreement, BCSB shareholders will be entitled to receive 2.08 shares of the Corporation’s common stock for each share of BCSB common stock. BCSB’s banking affiliate, Baltimore County Savings Bank, will be merged into FNBPA. The transaction is expected to be completed in the first quarter of 2014, pending regulatory approvals, the approval of BCSB shareholders and the satisfaction of other closing conditions.

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Operating Activities
Net income	$ 89,365	$ 81,455
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation, amortization and accretion	21,845	21,989
Provision for loan losses	22,724	22,028
Deferred tax expenses	12,246	29,549
Net securities gains	(757)	(302)
Other-than-temporary impairment losses on securities		119
Tax benefit of stock-based compensation	(1,278)	(385)
Net change in:
Interest receivable	(1,568)	(3,248)
Interest payable	(2,836)	(3,506)
Trading securities	88,052	331,972
Residential mortgage loans held for sale	19,647	(7,300)
Bank owned life insurance	(1,808)	(4,475)
Other, net	18,610	12,036
Net cash flows provided by operating activities	264,242	479,932
Investing Activities
Net change in loans	(473,933)	(238,978)
Securities available for sale:
Purchases	(250,724)	(780,185)
Sales	21,919	87,101
Maturities	269,330	367,025
Securities held to maturity:
Purchases	(335,533)	(468,780)
Sales	17,429	2,903
Maturities	239,942	240,059
Purchase of bank owned life insurance	(10,016)	(20,024)
Withdrawal/surrender of bank owned life insurance		20,701
Increase in premises and equipment	(7,745)	(7,940)
Net cash received in business combinations	41,986	203,538
Net cash flows used in investing activities	(487,345)	(594,580)
Financing Activities
Non-interest bearing deposits, savings and NOW accounts	536,442	567,788
Time deposits	(240,111)	(249,764)
Short-term borrowings	68,643	155,177
Increase in long-term debt	37,602	26,961
Decrease in long-term debt	(73,867)	(183,139)
Decrease in junior subordinated debt	(15,000)
Net proceeds from issuance of common stock	4,609	6,586
Tax benefit of stock-based compensation	1,278	385
Cash dividends paid	(52,028)	(50,705)
Net cash flows provided by financing activities	267,568	273,289
Net Increase in Cash and Cash Equivalents	44,465	158,641
Cash and cash equivalents at beginning of period	239,044	208,953
Cash and Cash Equivalents at End of Period	$ 283,509	$ 367,594

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Retirement and Other Postretirement Benefit Plans - Net Periodic Postretirement Benefit Cost (Detail) (Postretirement Benefit [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Postretirement Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	$ 8	$ 9	$ 24	$ 33
Amortization of unrecognized loss	2	(3)	2	3
Net periodic pension benefit cost	$ 10	$ 6	$ 26	$ 36

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Securities - Summary of Cumulative Credit-Related OTTI Charges (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items]
Beginning balance	$ 17,367	$ 18,398
Loss where impairment was not previously recognized		119
Additional loss where impairment was previously recognized
Reduction due to credit impaired securities sold	(212)	(1,243)
Ending balance	17,155	17,274
Collateralized Debt Obligations [Member]
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items]
Beginning balance	17,155	18,369
Loss where impairment was not previously recognized		119
Additional loss where impairment was previously recognized
Reduction due to credit impaired securities sold		(1,214)
Ending balance	17,155	17,274
Residential Non-Agency Collateralized Mortgage Obligations [Member]
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items]
Beginning balance	212	29
Loss where impairment was not previously recognized
Additional loss where impairment was previously recognized
Reduction due to credit impaired securities sold	(212)	(29)
Ending balance

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Securities - Schedule of Amortized Cost and Fair Value of Securities Held to Maturity (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Investment Securities Held To Maturity [Line Items]
Securities Held To Maturity, Amortized Cost	$ 1,180,992	$ 1,106,563
Securities Held To Maturity, Gross Unrealized Gains	18,579	36,785
Securities Held To Maturity, Gross Unrealized Losses	(17,919)	(135)
Securities Held To Maturity, Fair Value	1,181,652	1,143,213
U.S. Treasury [Member]
Investment Securities Held To Maturity [Line Items]
Securities Held To Maturity, Amortized Cost	503	503
Securities Held To Maturity, Gross Unrealized Gains	122	188
Securities Held To Maturity, Gross Unrealized Losses
Securities Held To Maturity, Fair Value	625	691
U.S. Government-Sponsored Entities [Member]
Investment Securities Held To Maturity [Line Items]
Securities Held To Maturity, Amortized Cost	43,403	28,731
Securities Held To Maturity, Gross Unrealized Gains	191	280
Securities Held To Maturity, Gross Unrealized Losses	(1,019)	(99)
Securities Held To Maturity, Fair Value	42,575	28,912
Agency Mortgage-Backed Securities [Member]
Investment Securities Held To Maturity [Line Items]
Securities Held To Maturity, Amortized Cost	650,732	780,022
Securities Held To Maturity, Gross Unrealized Gains	14,679	28,783
Securities Held To Maturity, Gross Unrealized Losses	(2,414)	(1)
Securities Held To Maturity, Fair Value	662,997	808,804
Agency Collateralized Mortgage Obligations [Member]
Investment Securities Held To Maturity [Line Items]
Securities Held To Maturity, Amortized Cost	341,743	133,976
Securities Held To Maturity, Gross Unrealized Gains	759	1,266
Securities Held To Maturity, Gross Unrealized Losses	(12,788)
Securities Held To Maturity, Fair Value	329,714	135,242
Non-Agency Collateralized Mortgage Obligations [Member]
Investment Securities Held To Maturity [Line Items]
Securities Held To Maturity, Amortized Cost	7,317	14,082
Securities Held To Maturity, Gross Unrealized Gains	53	130
Securities Held To Maturity, Gross Unrealized Losses
Securities Held To Maturity, Fair Value	7,370	14,212
Commercial Mortgage-Backed Securities [Member]
Investment Securities Held To Maturity [Line Items]
Securities Held To Maturity, Amortized Cost	2,247	1,024
Securities Held To Maturity, Gross Unrealized Gains	134	39
Securities Held To Maturity, Gross Unrealized Losses	(31)
Securities Held To Maturity, Fair Value	2,350	1,063
States of the U.S. and Political Subdivisions [Member]
Investment Securities Held To Maturity [Line Items]
Securities Held To Maturity, Amortized Cost	135,047	147,713
Securities Held To Maturity, Gross Unrealized Gains	2,641	6,099
Securities Held To Maturity, Gross Unrealized Losses	(1,667)
Securities Held To Maturity, Fair Value	136,021	153,812
Collateralized Debt Obligations [Member]
Investment Securities Held To Maturity [Line Items]
Securities Held To Maturity, Amortized Cost		512
Securities Held To Maturity, Gross Unrealized Gains
Securities Held To Maturity, Gross Unrealized Losses		(35)
Securities Held To Maturity, Fair Value		$ 477

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Fair Value Measurements - Fair Values of Corporation's Financial Instruments (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2011
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	$ 283,509	$ 239,044	$ 367,594	$ 208,953
Securities available for sale	1,115,558	1,172,683
Securities held to maturity	1,180,992	1,106,563
Net loans, including loans held for sale	8,734,958	8,061,096
Bank owned life insurance	263,781	246,088
Derivative assets	38,042	58,008
Accrued interest receivable	33,025	30,210
Deposits	9,723,371	9,082,174
Short-term borrowings	1,166,180	1,083,138
Long-term debt	91,807	89,425
Junior subordinated debt	194,213	204,019
Derivative liabilities	44,472	58,150
Accrued interest payable	6,368	9,054
Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Securities available for sale	750	396
Derivative assets
Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Securities available for sale	1,083,879	1,139,722
Derivative assets	38,042	58,008
Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Securities available for sale	30,929	32,565
Derivative assets
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	283,509	239,044
Securities available for sale	1,115,558	1,172,683
Securities held to maturity	1,181,652	1,143,213
Net loans, including loans held for sale	8,597,123	7,996,554
Bank owned life insurance	268,641	257,060
Derivative assets	38,042	58,008
Accrued interest receivable	33,025	30,210
Deposits	9,736,492	9,117,757
Short-term borrowings	1,166,180	1,083,138
Long-term debt	94,670	92,329
Junior subordinated debt	190,150	172,246
Derivative liabilities	44,472	58,150
Accrued interest payable	6,368	9,054
Fair Value [Member] | Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	283,509	239,044
Securities available for sale	750	396
Securities held to maturity
Net loans, including loans held for sale
Bank owned life insurance	268,641	257,060
Derivative assets
Accrued interest receivable	33,025	30,210
Deposits	7,375,322	6,546,316
Short-term borrowings	1,166,180	1,083,138
Long-term debt
Junior subordinated debt
Derivative liabilities
Accrued interest payable	6,368	9,054
Fair Value [Member] | Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents
Securities available for sale	1,083,879	1,139,722
Securities held to maturity	1,174,282	1,128,524
Net loans, including loans held for sale
Bank owned life insurance
Derivative assets	38,042	58,008
Accrued interest receivable
Deposits	2,361,170	2,571,441
Short-term borrowings
Long-term debt
Junior subordinated debt
Derivative liabilities	44,472	58,150
Accrued interest payable
Fair Value [Member] | Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents
Securities available for sale	30,929	32,565
Securities held to maturity	7,370	14,689
Net loans, including loans held for sale	8,597,123	7,966,554
Bank owned life insurance
Derivative assets
Accrued interest receivable
Deposits
Short-term borrowings
Long-term debt	94,670	92,329
Junior subordinated debt	190,150	172,246
Derivative liabilities
Accrued interest payable

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Commitments, Credit Risk and Contingencies - Summary of Off-Balance Sheet Credit Risk Information (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Commitments to Extend Credit [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Extended credit and standby letters of credit	$ 2,822,545	$ 2,600,355
Standby Letters of Credit [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Extended credit and standby letters of credit	$ 122,713	$ 130,912

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JUNIOR SUBORDINATED DEBT (Tables)

9 Months Ended

Sep. 30, 2013

Text Block [Abstract]

Junior Subordinated Debt Trusts

The following table provides information relating to the Trusts as of September 30, 2013:

	Trust Preferred Securities		Common Securities		Junior Subordinated Debt		Stated Maturity Date		Interest Rate
F.N.B. Statutory Trust I	$	110,000	$	3,866	$	113,866		3/31/33		3.52	%	Variable; LIBOR + 325 basis points (bps)
F.N.B. Statutory Trust II		21,500		665		22,165		6/15/36		1.90	%	Variable; LIBOR + 165 bps
Omega Financial Capital Trust I		36,000		1,114		36,016		10/18/34		2.46	%	Variable; LIBOR + 219 bps
Sun Bancorp Statutory Trust I		16,500		511		17,011		2/22/31		10.20	%	Fixed
Annapolis Bancorp Statutory Trust I		5,000		155		5,155		3/26/33		3.40	%	Variable; LIBOR + 315 bps
	$	189,000	$	6,311	$	194,213

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Fair Value Measurements - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Fair Value Measurements Disclosure [Line Items]
Percentage of securities using market-based information	97.00%
Percentage of securities using model-based techniques	3.00%
Change in discount rate	1.00%
One percent change in affecting fair value of debt obligation, amount	$ 3,000
One percent change in affecting fair value of debt obligation, percent	7.00%
Minimum corporation reserves for commercial loan	500
Transfer between hierarchy levels	4	0
Change in unrealized gains or losses included in earnings relating to assets still held	78
Impaired loans, carrying amount	14,424
Allocated allowance for loan losses	2,906
Fair value of allocated allowance	13,122
Estimated costs to sell	1,604
Provision for fair value measurements included in allowance for loan losses	771
Carrying amount of OREO	10,738
Written down of OREO	8,245
Fair value of OREO	9,385		19,311
Estimated cost to sell OREO	1,140
Loss from OREO included in earnings	2,493
Short-term borrowings approximate fair value for amounts that mature, days, less than	90 days
Assets Still Held [Member]
Fair Value Measurements Disclosure [Line Items]
Change in unrealized gains or losses included in earnings relating to assets still held	$ 0	$ 0
Minimum [Member]
Fair Value Measurements Disclosure [Line Items]
Valuation of investment securities basis spread on index	4.50%
Maximum [Member]
Fair Value Measurements Disclosure [Line Items]
Valuation of investment securities basis spread on index	14.00%

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Cash Flow Information - Summary of Supplemental Cash Flow Information (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Statement Of Cash Flows [Abstract]
Interest paid on deposits and other borrowings	$ 36,340	$ 42,227
Income taxes paid	18,700	7,250
Transfers of loans to other real estate owned	10,856	12,086
Financing of other real estate owned sold	$ 549	$ 701

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Derivative Instruments - Effect of Corporation's Derivative Financial Instruments on Income Statement (Detail) (Interest Rate Contracts [Member], Other Income [Member], USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Interest Rate Contracts [Member] | Other Income [Member]
Derivative [Line Items]
Interest Rate Products	$ 40	$ 40

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Retirement and Other Postretirement Benefit Plans - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2013 RetirementPlans	Sep. 30, 2012	Dec. 31, 2008
Compensation And Retirement Disclosure [Abstract]
Number of supplemental non-qualified retirement plans sponsored by the Corporation	2
Consecutive calendar years used to calculate BRP benefits			5 years
Term of employment for consideration of BRP			10 years
Annuity equivalent of contribution to defined contribution plan deducted from monthly benefit of basic retirement plan	3.00%
Percent of employer match	100.00%
Employee contribution percentage	4.00%
Additional automatic contribution increase, percentage	3.00%
Additional discretionary contribution, performance goals, percentage	2.00%
Contribution expense of the Corporation	$ 6,975	$ 6,664

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Loans and Allowance for Loan Losses - Summary of Impaired Loans, by Class (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Financial Receivables Impaired Or Restructured [Line Items]
Recorded Investment	$ 14,424
Specific Related Allowance	2,906
Commercial Real Estate [Member]
Financial Receivables Impaired Or Restructured [Line Items]
With allowance recorded, Recorded Investment	14,300	12,623
With allowance recorded, Unpaid Principal Balance	23,748	21,877
With allowance recorded, Specific Related Allowance	2,782	2,136
With allowance recorded, Average Recorded Investment	14,379	14,522
With no allowance recorded, Recorded Investment	34,281	37,119
With no allowance recorded, Unpaid Principal Balance	46,548	50,234
With no allowance recorded, Specific Related Allowance
With no allowance recorded, Average Recorded Investment	34,165	36,426
Recorded Investment	48,581	49,742
Unpaid Principal Balance	70,296	72,111
Specific Related Allowance	2,782	2,136
Average Recorded Investment	48,544	50,948
Commercial and Industrial [Member]
Financial Receivables Impaired Or Restructured [Line Items]
With allowance recorded, Recorded Investment	124	590
With allowance recorded, Unpaid Principal Balance	131	590
With allowance recorded, Specific Related Allowance	124	590
With allowance recorded, Average Recorded Investment	126	592
With no allowance recorded, Recorded Investment	9,308	7,074
With no allowance recorded, Unpaid Principal Balance	11,377	9,597
With no allowance recorded, Average Recorded Investment	9,448	6,992
Recorded Investment	9,432	7,664
Unpaid Principal Balance	11,508	10,187
Specific Related Allowance	124	590
Average Recorded Investment	9,574	7,584
Commercial Leases [Member]
Financial Receivables Impaired Or Restructured [Line Items]
With no allowance recorded, Recorded Investment	782	965
With no allowance recorded, Unpaid Principal Balance	782
With no allowance recorded, Average Recorded Investment	729	1,053
Recorded Investment	782	965
Unpaid Principal Balance	782
Average Recorded Investment	729	1,053
Commercial Loans [Member]
Financial Receivables Impaired Or Restructured [Line Items]
With allowance recorded, Recorded Investment	14,424	13,213
With allowance recorded, Unpaid Principal Balance	23,879	22,467
With allowance recorded, Specific Related Allowance	2,906	2,726
With allowance recorded, Average Recorded Investment	14,505	15,114
With no allowance recorded, Recorded Investment	44,371	45,158
With no allowance recorded, Unpaid Principal Balance	58,707	59,831
With no allowance recorded, Average Recorded Investment	44,342	44,471
Recorded Investment	58,795	58,371
Unpaid Principal Balance	82,586	82,298
Specific Related Allowance	2,906	2,726
Average Recorded Investment	58,847	59,585
Direct Installment [Member]
Financial Receivables Impaired Or Restructured [Line Items]
With no allowance recorded, Recorded Investment	10,665	8,541
With no allowance recorded, Unpaid Principal Balance	10,901	8,693
With no allowance recorded, Average Recorded Investment	10,451	6,443
Recorded Investment	10,665	8,541
Unpaid Principal Balance	10,901	8,693
Average Recorded Investment	10,451	6,443
Residential Mortgages [Member]
Financial Receivables Impaired Or Restructured [Line Items]
With no allowance recorded, Recorded Investment	13,298	11,414
With no allowance recorded, Unpaid Principal Balance	13,561	11,223
With no allowance recorded, Average Recorded Investment	13,767	9,059
Recorded Investment	13,298	11,414
Unpaid Principal Balance	13,561	11,223
Average Recorded Investment	13,767	9,059
Indirect Installment [Member]
Financial Receivables Impaired Or Restructured [Line Items]
With no allowance recorded, Recorded Investment	1,092	1,132
With no allowance recorded, Unpaid Principal Balance	2,491	2,381
With no allowance recorded, Average Recorded Investment	1,169	1,133
Recorded Investment	1,092	1,132
Unpaid Principal Balance	2,491	2,381
Average Recorded Investment	1,169	1,133
Consumer Lines of Credit [Member]
Financial Receivables Impaired Or Restructured [Line Items]
With no allowance recorded, Recorded Investment	549	746
With no allowance recorded, Unpaid Principal Balance	609	792
With no allowance recorded, Average Recorded Investment	631	591
Recorded Investment	549	746
Unpaid Principal Balance	609	792
Average Recorded Investment	631	591
Other [Member]
Financial Receivables Impaired Or Restructured [Line Items]
With no allowance recorded, Recorded Investment		3,500
With no allowance recorded, Unpaid Principal Balance		3,500
With no allowance recorded, Average Recorded Investment	583	3,500
Recorded Investment		3,500
Unpaid Principal Balance		3,500
Average Recorded Investment	$ 583	$ 3,500

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Loans and Allowance for Loan Losses - Summary of Change in Accretable Yield of Acquired Loans (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities Acquired During Period [Line Items]
Balance at beginning of period	$ 254,153	$ 51,706
Acquisitions	41,730	294,183
Reduction due to unexpected early payoffs	(37,432)	(57,840)
Reclass from non-accretable difference	7,873	14,454
Disposals/transfers	(46)	(664)
Accretion	(29,879)	(47,686)
Balance at end of period	236,399	254,153
Acquired Impaired Loans [Member]
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities Acquired During Period [Line Items]
Balance at beginning of period	778	2,477
Acquisitions	523	589
Reclass from non-accretable difference	6,318	3,539
Disposals/transfers	164	(49)
Accretion	(2,250)	(5,778)
Balance at end of period	5,533	778
Acquired Performing Loans [Member]
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities Acquired During Period [Line Items]
Balance at beginning of period	253,375	49,229
Acquisitions	41,207	293,594
Reduction due to unexpected early payoffs	(37,432)	(57,840)
Reclass from non-accretable difference	1,555	10,915
Disposals/transfers	(210)	(615)
Accretion	(27,629)	(41,908)
Balance at end of period	$ 230,866	$ 253,375

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Commitments, Credit Risk and Contingencies - Additional Information (Detail)	Sep. 30, 2013
Commitments And Contingencies Disclosure [Abstract]
Percentage of Commitments to extend credit dependent upon the financial condition of the customers	78.30%

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DERIVATIVE INSTRUMENTS

9 Months Ended

Sep. 30, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS

DERIVATIVE INSTRUMENTS

The Corporation is exposed to certain risks arising from both its business operations and economic conditions. The Corporation principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Corporation manages economic risks, including interest rate risk, primarily by managing the amount, source, and duration of its assets and liabilities, and through the use of derivative instruments. Interest rate swaps are the primary derivative instrument used by the Corporation for interest rate management. The Corporation also uses derivative instruments to facilitate transactions on behalf of its customers.

Commercial Borrower Derivatives

The Corporation enters into interest rate swap agreements to meet the financing, interest rate and equity risk management needs of qualifying commercial loan customers. These agreements provide the customer the ability to convert from variable to fixed interest rates. The Corporation then enters into positions with a derivative counterparty in order to offset its exposure on the fixed components of the customer agreements. The credit risk associated with derivatives executed with customers is essentially the same as that involved in extending loans and is subject to normal credit policies and monitoring. The Corporation seeks to minimize counterparty credit risk by entering into transactions with only high-quality institutions. These arrangements meet the definition of derivatives, but are not designated as hedging instruments under ASC 815, Derivatives and Hedging. The interest rate swap agreement with the loan customer and with the counterparty is reported at fair value in other assets and other liabilities on the consolidated balance sheet with any resulting gain or loss recorded in current period earnings as other income.

Risk Management Derivatives

The Corporation entered into four separate interest rate derivative agreements between December 2012 and August 2013 in order to manage its net interest income by increasing the stability of the net interest income over a range of potential interest rate scenarios. Interest rate swaps are also used to modify the interest rate characteristics of designated commercial loans from variable to fixed in order to reduce the impact of changes in future cash flows due to interest rate changes. These agreements are designated as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows). The effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings in the same line item associated with the forecasted transaction when the forecasted transaction affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately. Gains and losses from hedge ineffectiveness recognized in the consolidated statement of comprehensive income were not material for the three- and six- month periods ended September 30, 2013.

In accordance with the requirements of ASU No. 2011-04, the Corporation made an accounting policy election to use the portfolio exception with respect to measuring derivative instruments, consistent with the guidance in ASC 820. The Corporation further documents that it meets the criteria for this exception as follows:

• The Corporation manages credit risk for its derivative positions on a counterparty-by-counterparty basis, consistent with its risk management strategy for such transactions. The Corporation manages credit risk by considering indicators of risk such as credit ratings, and by negotiating terms in its master netting arrangements and credit support annex documentation with each individual counterparty. Review of credit risk plays a central role in the decision of which counterparties to consider for such relationships and when deciding with whom it will enter into derivative transactions.

• Since the effective date of ASC 820, the Corporation’s management has monitored and measured credit risk and calculated credit valuation adjustments (CVAs) for its derivative transactions on a counterparty-by-counterparty basis. Management receives reports from an independent third-party valuation specialist on a monthly basis to assist in determining CVAs by counterparty for purposes of reviewing and managing its credit risk exposures. Since the portfolio exception applies only to the fair value measurement and not to the financial statement presentation, the portfolio-level adjustments are then allocated in a reasonable and consistent manner each period to the individual assets or liabilities that make up the counterparty derivative portfolio, in accordance with the Corporation’s accounting policy elections.

The Corporation notes that key market participants take into account the existence of such arrangements that mitigate credit risk exposure in the event of default. As such, the Corporation formally elects to apply the portfolio exception in ASC 820 with respect to measuring counterparty credit risk for all of its derivative transactions subject to master netting arrangements.

At September 30, 2013, the Corporation was party to 300 swaps with customers with notional amounts totaling $801,609 and 266 swaps with derivative counterparties with notional amounts totaling $1,001,609.

Derivative assets are classified in the balance sheet under “other assets” and derivative liabilities are classified in the balance sheet under “other liabilities.” The following tables present information about derivative assets and derivative liabilities that are subject to enforceable master netting agreements as well as those not subject to enforceable master netting arrangements:

	Gross Amount		Gross Amounts Offset in the Balance Sheet		Net Amount Presented in the Balance Sheet
Offsetting of Derivative Assets:
September 30, 2013
Derivative assets subject to master netting arrangement:
Interest rate contracts	$	2,225		—	$	2,225
Equity contracts		18		—		18
Derivative assets not subject to master netting arrangement:
Interest rate contracts		35,799		—		35,799
Total derivative assets	$	38,042		—	$	38,042
December 31, 2012
Derivative assets subject to master netting arrangement:
Equity contracts	$	16		—	$	16
Derivative assets not subject to master netting arrangement:
Interest rate contracts		57,992		—		57,992
Total derivative assets	$	58,008		—	$	58,008
Offsetting of Derivative Liabilities:
September 30, 2013
Derivative liabilities subject to master netting arrangement:
Interest rate contracts	$	43,045		—	$	43,045
Derivative liabilities not subject to master netting arrangement:
Interest rate contracts		1,409		—		1,409
Equity contracts		18		—		18
Total derivative liabilities	$	44,472		—	$	44,472
December 31, 2012
Derivative liabilities subject to master netting arrangement:
Interest rate contracts	$	58,134		—	$	58,134
Derivative liabilities not subject to master netting arrangement:
Equity contracts		16		—		16
Total derivative liabilities	$	58,150		—	$	58,150

The following tables present a reconciliation of the net amounts of derivative assets and derivative liabilities presented in the balance sheet to the net amounts that would result in the event of offset:

			Gross Amounts Not Offset in the Balance Sheet
	Net Amount Presented in the Balance Sheet		Financial Instruments		Cash Collateral Received		Net Amount
Derivative Assets:
September 30, 2013
Counterparty B	$	2	$	2	$	—	$	—
Counterparty D		205		205		—		—
Counterparty E		936		936		—		—
Counterparty F		205		205		—		—
Counterparty G		112		112		—		—
Counterparty I		386		386		—		—
Counterparty J		397		—		397		—
	$	2,243	$	1,846	$	397		—
December 31, 2012
Counterparty E	$	16		—		—	$	16
Derivative Liabilities:
September 30, 2013
Counterparty A	$	5,528	$	5,528	$	—	$	—
Counterparty B		3,714		3,612		—		102
Counterparty C		1,589		1,589		—		—
Counterparty D		10,131		10,131		—		—
Counterparty E		6,069		6,069		—		—
Counterparty F		25		25		—		—
Counterparty G		5,213		5,213		—		—
Counterparty H		2,634		125		—		2,509
Counterparty I		6,629		6,629		—		—
Counterparty J		1,513		—		1,513		—
	$	43,045	$	38,921	$	1,513	$	2,611
December 31, 2012
Counterparty A	$	8,393	$	8,393		—	$	—
Counterparty B		5,601		5,601		—		—
Counterparty C		2,145		2,145		—		—
Counterparty D		12,354		12,354		—		—
Counterparty E		8,846		8,846		—		—
Counterparty F		353		282		—		71
Counterparty G		5,497		5,497		—		—
Counterparty H		3,937		1,775		—		2,162
Counterparty I		11,008		11,008		—		—
	$	58,134	$	55,901		—	$	2,233

The following table presents the effect of the Corporation’s derivative financial instruments on the income statement:

	Income		Nine Months Ended
	Statement		September 30,
	Location		2013		2012
Interest Rate Products		Other income	$	40	$	40

The Corporation has agreements with each of its derivative counterparties that contain a provision where if the Corporation defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Corporation could also be declared in default on its derivative obligations. The Corporation also has agreements with certain of its derivative counterparties that contain a provision that if the Corporation fails to maintain its status as a well-capitalized institution, then the counterparty could terminate the derivative positions and the Corporation would be required to settle its obligations under the agreements. Certain of the Corporation’s agreements with its derivative counterparties contain provisions where if a material or adverse change occurs that materially changes the Corporation’s creditworthiness in an adverse manner, the Corporation may be required to fully collateralize its obligations under the derivative instrument.

Interest rate swap agreements generally require posting of collateral by either party under certain conditions. As of September 30, 2013, the fair value of counterparty derivatives in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk related to these agreements, was $42,093. At September 30, 2013, the Corporation has posted collateral with derivative counterparties with a fair value of $39,493 and cash collateral of $1,699. Additionally, if the Corporation had breached its agreements with its derivative counterparties it would be required to settle its obligations under the agreements at the termination value and would be required to pay an additional $3,014 in excess of amounts previously posted as collateral with the respective counterparty.

The Corporation has entered into interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans to secondary market investors. These arrangements are considered derivative instruments. The fair values of the Corporation’s rate lock commitments to customers and commitments with investors at September 30, 2013 are not material.

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FEDERAL HOME LOAN BANK STOCK

9 Months Ended

Sep. 30, 2013

Text Block [Abstract]

FEDERAL HOME LOAN BANK STOCK

FEDERAL HOME LOAN BANK STOCK

The Corporation is a member of the Federal Home Loan Bank (FHLB) of Pittsburgh. The FHLB requires members to purchase and hold a specified minimum level of FHLB stock based upon their level of borrowings, collateral balances and participation in other programs offered by the FHLB. Stock in the FHLB is non-marketable and is redeemable at the discretion of the FHLB. Both cash and stock dividends on FHLB stock are reported as income.

Members do not purchase stock in the FHLB for the same reasons that traditional equity investors acquire stock in an investor-owned enterprise. Rather, members purchase stock to obtain access to the low-cost products and services offered by the FHLB. Unlike equity securities of traditional for-profit enterprises, the stock of FHLB does not provide its holders with an opportunity for capital appreciation because, by regulation, FHLB stock can only be purchased, redeemed and transferred at par value.

At September 30, 2013 and December 31, 2012, the Corporation’s FHLB stock totaled $21,636 and $24,560, respectively, and is included in other assets on the balance sheet. The Corporation accounts for the stock in accordance with ASC 325, which requires the investment to be carried at cost and evaluated for impairment based on the ultimate recoverability of the par value. Due to the continued improvement of the FHLB’s financial performance and stability over the past several years, the Corporation believes its holdings in the stock are ultimately recoverable at par value and, therefore, determined that FHLB stock was not other-than-temporarily impaired. In addition, the Corporation has ample liquidity and does not require redemption of its FHLB stock in the foreseeable future.

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Loans and Allowance for Loan Losses - Summary of Troubled Debt Restructurings by Class of Loans (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013 Contract	Sep. 30, 2012 Contract	Sep. 30, 2013 Contract	Sep. 30, 2012 Contract
Financing Receivable, Modifications [Line Items]
Number of Contracts	134	88	380	312
Pre-Modification Outstanding Recorded Investment	$ 1,783	$ 3,437	$ 6,438	$ 6,387
Post-Modification Outstanding Recorded Investment	1,747	3,550	6,033	7,019
Commercial Real Estate [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts	2	13	7	16
Pre-Modification Outstanding Recorded Investment	212	2,183	1,252	2,341
Post-Modification Outstanding Recorded Investment	207	2,245	1,031	2,971
Commercial and Industrial [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts		4		7
Pre-Modification Outstanding Recorded Investment		51		254
Post-Modification Outstanding Recorded Investment		48		123
Commercial Loans [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts	2	17	7	23
Pre-Modification Outstanding Recorded Investment	212	2,234	1,252	2,595
Post-Modification Outstanding Recorded Investment	207	2,293	1,031	3,094
Direct Installment [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts	117	50	300	229
Pre-Modification Outstanding Recorded Investment	1,199	237	3,078	1,597
Post-Modification Outstanding Recorded Investment	1,168	228	2,930	1,557
Residential Mortgages [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts	9	15	39	39
Pre-Modification Outstanding Recorded Investment	346	934	1,809	2,085
Post-Modification Outstanding Recorded Investment	348	996	1,784	2,266
Indirect Installment [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts	5	4	20	17
Pre-Modification Outstanding Recorded Investment	20	30	92	105
Post-Modification Outstanding Recorded Investment	18	30	84	97
Consumer Lines of Credit [Member]
Financing Receivable, Modifications [Line Items]
Number of Contracts	1	2	14	4
Pre-Modification Outstanding Recorded Investment	6	2	207	5
Post-Modification Outstanding Recorded Investment	$ 6	$ 3	$ 204	$ 5

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RETIREMENT AND OTHER POSTRETIREMENT BENEFIT PLANS

9 Months Ended

Sep. 30, 2013

Compensation And Retirement Disclosure [Abstract]

RETIREMENT AND OTHER POSTRETIREMENT BENEFIT PLANS

RETIREMENT AND OTHER POSTRETIREMENT BENEFIT PLANS

The Corporation sponsors the Retirement Income Plan (RIP), a qualified noncontributory defined benefit pension plan that covered substantially all salaried employees hired prior to January 1, 2008. The RIP covers employees who satisfied minimum age and length of service requirements. During 2006, the Corporation amended the RIP such that effective January 1, 2007 benefits were earned based on the employee’s compensation each year. The Corporation’s funding guideline has been to make annual contributions to the RIP each year, if necessary, such that minimum funding requirements have been met. The Corporation amended the RIP on October 20, 2010 to be frozen effective December 31, 2010.

The Corporation also sponsors two supplemental non-qualified retirement plans. The ERISA Excess Retirement Plan provides retirement benefits equal to the difference, if any, between the maximum benefit allowable under the Internal Revenue Code and the amount that would be provided under the RIP, if no limits were applied. The Basic Retirement Plan (BRP) is applicable to certain officers whom the Board of Directors designates. Officers participating in the BRP receive a benefit based on a target benefit percentage based on years of service at retirement and a designated tier as determined by the Board of Directors. When a participant retires, the basic benefit under the BRP is a monthly benefit equal to the target benefit percentage times the participant’s highest average monthly cash compensation during five consecutive calendar years within the last ten calendar years of employment. This monthly benefit was reduced by the monthly benefit the participant receives from Social Security, the RIP, the ERISA Excess Retirement Plan and the annuity equivalent of the three percent automatic contributions to the qualified 401(k) defined contribution plan and the ERISA Excess Lost Match Plan. The BRP was frozen as of December 31, 2008. The ERISA Excess Retirement Plan was frozen as of December 31, 2010.

The net periodic benefit cost for the defined benefit plans includes the following components:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Service cost	$	15		$	13		$	51		$	47
Interest cost		1,437			1,545			4,291			4,627
Expected return on plan assets		(2,271	)		(2,034	)		(6,811	)		(5,902	)
Amortization:
Unrecognized net transition asset		(24	)		(24	)		(70	)		(70	)
Unrecognized prior service cost (credit)		2			2			6			6
Unrecognized loss		575			484			1,689			1,378
Net periodic pension benefit cost	$	(266	)	$	(14	)	$	(844	)	$	86

The Corporation’s subsidiaries participate in a qualified 401(k) defined contribution plan under which employees may contribute a percentage of their salary. Employees are eligible to participate upon their first day of employment. Under this plan, the Corporation matches 100% of the first four percent that the employee defers. Additionally, substantially all employees receive an automatic contribution of three percent of compensation at the end of the year and the Corporation may make an additional contribution of up to two percent depending on the Corporation achieving its performance goals for the plan year. The Corporation’s contribution expense was $6,975 and $6,664 for the nine months ended September 30, 2013 and 2012, respectively.

The Corporation also sponsors an ERISA Excess Lost Match Plan for certain officers. This plan provides retirement benefits equal to the difference, if any, between the maximum benefit allowable under the Internal Revenue Code and the amount that would have been provided under the qualified 401(k) defined contribution plan, if no limits were applied.

The Corporation sponsors a postretirement medical and life insurance plan for a closed group of retirees who are currently receiving medical benefits and are eligible for retiree life insurance benefits. The Corporation has no plan assets attributable to this plan and funds the benefits as claims arise. Benefit costs are primarily related to interest cost obligations due to the passage of time. The Corporation reserves the right to terminate the plan or make plan changes at any time.

The net periodic postretirement benefit cost includes the following components:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2013		2012			2013		2012
Interest cost	$	8	$	9		$	24	$	33
Amortization of unrecognized loss		2		(3	)		2		3
Net periodic postretirement benefit cost	$	10	$	6		$	26	$	36

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COMMITMENTS, CREDIT RISK AND CONTINGENCIES

9 Months Ended

Sep. 30, 2013

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS, CREDIT RISK AND CONTINGENCIES

COMMITMENTS, CREDIT RISK AND CONTINGENCIES

The Corporation has commitments to extend credit and standby letters of credit that involve certain elements of credit risk in excess of the amount stated in the consolidated balance sheet. The Corporation’s exposure to credit loss in the event of non-performance by the customer is represented by the contractual amount of those instruments. The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved in extending loans to customers and is subject to normal credit policies. Since many of these commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.

Following is a summary of off-balance sheet credit risk information:

	September 30, 2013		December 31, 2012
Commitments to extend credit	$	2,822,545	$	2,600,355
Standby letters of credit		122,713		130,912

At September 30, 2013, funding of 78.3% of the commitments to extend credit was dependent on the financial condition of the customer. The Corporation has the ability to withdraw such commitments at its discretion. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Based on management’s credit evaluation of the customer, collateral may be deemed necessary. Collateral requirements vary and may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Corporation that may require payment at a future date. The credit risk involved in issuing letters of credit is quantified on a quarterly basis, through the review of historical performance of the Corporation’s portfolios and allocated as a liability on the Corporation’s balance sheet.

The Corporation and its subsidiaries are involved in various pending and threatened legal proceedings in which claims for monetary damages and other relief are asserted. These actions include claims brought against the Corporation and its subsidiaries where the Corporation or a subsidiary acted as one or more of the following: a depository bank, lender, underwriter, fiduciary, financial advisor, broker or was engaged in other business activities. Although the ultimate outcome for any asserted claim cannot be predicted with certainty, the Corporation believes that it and its subsidiaries have valid defenses for all asserted claims. Reserves are established for legal claims when losses associated with the claims are judged to be probable and the amount of the loss can be reasonably estimated.

Based on information currently available, advice of counsel, available insurance coverage and established reserves, the Corporation does not anticipate, at the present time, that the aggregate liability, if any, arising out of such legal proceedings will have a material adverse effect on the Corporation’s consolidated financial position. However, the Corporation cannot determine whether or not any claims asserted against it will have a material adverse effect on its consolidated results of operations in any future reporting period.

Annapolis Bancorp, Inc. Stockholder Litigation

On November 8, 2012, a purported stockholder of ANNB filed a derivative complaint on behalf of ANNB in the Circuit Court for Anne Arundel County, Maryland, captioned Andera v. Lerner, et al., Case no. 02C12173766, and naming as defendants ANNB, its board of directors and the Corporation. The lawsuit makes various allegations against the defendants, including that the merger consideration is inadequate and undervalues the company, that the director defendants breached their fiduciary duties to ANNB in approving the merger, and that the Corporation aided and abetted those alleged breaches. The lawsuit generally seeks an injunction barring the defendants from consummating the merger. In addition, the lawsuit seeks rescission of the merger agreement to the extent already implemented or, in the alternative, award of rescissory damages, an accounting to plaintiff for all damages caused by the defendants and for all profits and special benefits obtained as a result of the defendants’ alleged breaches of fiduciary duties, and an award of the costs and expenses incurred in the action, including a reasonable allowance for counsel fees and expert fees.

On February 7, 2013, the plaintiff filed an amended complaint with additional allegations regarding certain purported non-disclosures relating to the proxy statement/prospectus for the pending merger filed with the SEC on January 23, 2013. On February 22, 2013, solely to avoid the costs, risks and uncertainties inherent in litigation, ANNB, the ANNB board of directors, the Corporation and the plaintiff reached an agreement in principle to settle the action, and expect to memorialize that agreement in a written agreement. As part of this agreement in principle, the Corporation and ANNB agreed to disclose additional information in the proxy statement/prospectus filed on February 25, 2013. No substantive term of the merger agreement was modified as part of this settlement. The settlement agreement will be subject to court approval. Plaintiff filed a Motion for Preliminary Approval of Class Action Settlement on July 3, 2013.

BCSB Bancorp, Inc., Stockholder Litigation

On June 21, 2013, a purported stockholder of BCSB filed a derivative complaint on behalf of BCSB in the Circuit Court for Baltimore City, Maryland, captioned Darr v. Bouffard, et al, at Case No. 24-C-13-004131, and naming as defendants, BCSB, its board of directors and the Corporation. The lawsuit made various allegations against the defendants, including that the merger consideration is inadequate and undervalues the company, that the director defendants breached their fiduciary duties to BCSB in approving the merger and that the Corporation aided and abetted those alleged breaches. The lawsuit generally sought an injunction barring the defendants from consummating the merger transaction. Alternatively, if the companies completed the transaction before the court entered judgment, the lawsuit sought rescission of the merger or, in the alternative, rescissory damages, an accounting for all resulting damages and for all profits and any special benefits defendants obtained as a result of the alleged breaches of fiduciary duty, and an award for the costs and expenses incurred in the lawsuit, including attorneys’ fees and costs. The plaintiff filed a notice to voluntarily dismiss the complaint on September 6, 2013.

PVF Capital Corp. Stockholder Litigation

On July 24, 2013, a purported shareholder of PVF filed a putative class action complaint in the U.S. District Court for the Northern District of Ohio, captioned Kugelman v. PVF Capital Corp., et al., Case No. 1:13-cv-01606, and naming as defendants PVF, its board of directors and the Corporation. The plaintiff alleged that the disclosures in PVF’s proxy statement were inadequate, and that the director defendants breached their fiduciary duties to PVF by approving the proposed merger and by their involvement in preparing the proxy statement. The plaintiff sought an injunction barring the defendants from completing the merger; rescission of the merger agreement to the extent already implemented or, in the alternative, an award of rescissory damages; an accounting to plaintiff for all damages caused by the defendants; and an award of the costs and expenses incurred by the plaintiff in the lawsuit, including a reasonable allowance for counsel fees and expert fees.

On August 5, 2013, the Corporation, PVF and PVF’s board of directors filed motions to dismiss the plaintiff’s claims in their entirety. On September 9, 2013, the court granted the motions to dismiss and entered judgment in favor of the Corporation, PVF and PVF’s board of directors.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 01, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Entity Registrant Name	FNB CORP/FL/
Entity Central Index Key	0000037808
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		158,867,441

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Stock Incentive Plans - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended							9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Jun. 16, 2009	Sep. 30, 2013 Parkvale Financial Corporation [Member]	Jan. 02, 2012 Parkvale Financial Corporation [Member]	Sep. 30, 2013 Annapolis Bancorp, Inc. [Member]	Apr. 06, 2013 Annapolis Bancorp, Inc. [Member]	Sep. 30, 2013 Service-Based Awards [Member]	Sep. 30, 2013 Performance-Based Awards [Member]	Sep. 30, 2013 Discretionary Service-Based Awards [Member]	Sep. 30, 2013 Restricted Stock [Member]	Sep. 30, 2012 Restricted Stock [Member]	Sep. 30, 2013 Employee Stock Option [Member]	Sep. 30, 2012 Employee Stock Option [Member]	Sep. 30, 2013 Warrant Expires In 2019 [Member]	Apr. 06, 2013 Warrant Expires In 2019 [Member] Annapolis Bancorp, Inc. [Member]	Sep. 30, 2013 Warrant Expires in 2018 [Member] Parkvale Financial Corporation [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards issued	344,479	275,674
Aggregate, weighted average grant date fair value	$ 3,802	$ 3,384
Common stock shares available under Incentive Compensation Plans	2,734,087
Vesting period of awards expensed, years								3 years	4 years	5 years			10 years
Share-based compensation expense related to restricted stock awards											$ 3,338	$ 2,634
Tax benefit related to restricted stock awards											1,186	922
Total fair value of awards vested											8,259	2,068
Unrecognized compensation cost related to unvested restricted stock awards	5,786										5,786
Amount subject to accelerated vesting under Incentive Compensation Plan											90
Stock options exercised	36,647	174,565											36,647	174,565
Stock options granted
Intrinsic value of outstanding and exercisable stock options	$ 217
Maximum common shares available for purchase under warrants	1,302,083		651,042
Warrant issued, exercise price					5.81		3.57								11.52	3.57	5.81
Warrant issued				819,640		342,564

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STOCK INCENTIVE PLANS

9 Months Ended

Sep. 30, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

STOCK INCENTIVE PLANS

STOCK INCENTIVE PLANS

Restricted Stock

The Corporation issues restricted stock awards, consisting of both restricted stock and restricted stock units, to key employees under its Incentive Compensation Plans (Plans). The grant date fair value of the restricted stock awards is equal to the price of the Corporation’s common stock on the grant date. For the nine months ended September 30, 2013 and 2012, the Corporation issued 344,479 and 275,674 restricted stock awards with aggregate weighted average grant date fair values of $3,802 and $3,384, respectively, under these Plans. As of September 30, 2013, the Corporation had available up to 2,734,087 shares of common stock to issue under these Plans.

Under the Plans, more than half of the restricted stock awards granted to management are earned if the Corporation meets or exceeds certain financial performance results when compared to its peers. These performance-related awards are expensed ratably from the date that the likelihood of meeting the performance measure is probable through the end of a four-year vesting period. The service-based awards are expensed ratably over a three-year vesting period. The Corporation also issues discretionary service-based awards to certain employees that vest over five years.

The unvested restricted stock awards are eligible to receive cash dividends or dividend equivalents which are ultimately used to purchase additional shares of stock. Any additional shares of stock received as a result of cash dividends are subject to forfeiture if the requisite service period is not completed or the specified performance criteria are not met. These awards are subject to certain accelerated vesting provisions upon retirement, death, disability or in the event of a change of control as defined in the award agreements.

Share-based compensation expense related to restricted stock awards was $3,338 and $2,634 for the nine months ended September 30, 2013 and 2012, the tax benefit of which was $1,186 and $922, respectively.

The following table summarizes certain information concerning restricted stock awards:

	Nine Months Ended September 30,
	2013					2012
	Awards			Weighted Average Grant Price		Awards			Weighted Average Grant Price
Unvested awards outstanding at beginning of period		1,913,073		$	9.17		1,846,115		$	8.44
Granted		344,479			11.04		275,674			12.28
Net adjustment due to performance		73,835			10.60		28,181			8.31
Vested		(734,129	)		7.60		(168,361	)		8.06
Forfeited		(37,175	)		10.40		(166,018	)		8.53
Dividend reinvestment		43,934			11.66		55,349			11.38
Unvested awards outstanding at end of period		1,604,017			10.26		1,870,940			9.12

The total fair value of awards vested was $8,259 and $2,068 for the nine months ended September 30, 2013 and 2012, respectively.

As of September 30, 2013, there was $5,786 of unrecognized compensation cost related to unvested restricted stock awards, including $90 that is subject to accelerated vesting under the Plan’s immediate vesting upon retirement provision for awards granted prior to the adoption of ASC 718, Compensation – Stock Compensation. The components of the restricted stock awards as of September 30, 2013 are as follows:

	Service- Based Awards		Performance- Based Awards		Total
Unvested awards		425,378		1,178,639		1,604,017
Unrecognized compensation expense	$	1,980	$	3,806	$	5,786
Intrinsic value	$	5,160	$	14,297	$	19,457
Weighted average remaining life (in years)		2.24		2.35		2.32

Stock Options

The Corporation did not grant stock options during the nine months ended September 30, 2013 or 2012. All outstanding stock options were granted at prices equal to the fair market value at the date of the grant, are primarily exercisable within ten years from the date of the grant and are fully vested. The Corporation issues shares of treasury stock or authorized but unissued shares to satisfy stock options exercised. Shares issued upon the exercise of stock options were 36,647 and 174,565 for the nine months ended September 30, 2013 and 2012, respectively.

The following table summarizes certain information concerning stock option awards:

	Nine Months Ended September 30,
	2013					2012
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Options outstanding at beginning of period		640,050		$	13.21		586,020		$	14.93
Assumed from acquisition		19,223			7.92		627,808			10.41
Exercised		(36,647	)		8.90		(174,565	)		8.80
Forfeited		(298,150	)		15.10		(329,477	)		13.74
Options outstanding and exercisable at end of period		324,476			11.65		709,786			12.99

The intrinsic value of outstanding and exercisable stock options at September 30, 2013 was $217.

Warrants

In conjunction with its participation in the UST’s CPP, the Corporation issued to the UST a warrant to purchase up to 1,302,083 shares of the Corporation’s common stock. Pursuant to Section 13(H) of the Warrant to Purchase Common Stock, the number of shares of common stock issuable upon exercise of the warrant was reduced in half to 651,042 shares on June 16, 2009, the date the Corporation completed a public offering. The warrant, which expires in 2019, has an exercise price of $11.52 per share.

In conjunction with the Parkvale acquisition, the warrant issued by Parkvale to the UST under the CPP has been converted into a warrant to purchase up to 819,640 shares of the Corporation’s common stock. This warrant, which was recorded at its fair value on January 1, 2012, expires in 2018 and has an exercise price of $5.81 per share.

In conjunction with the ANNB acquisition, the warrant issued by ANNB to the UST under the CPP has been converted into a warrant to purchase up to 342,564 shares of the Corporation’s common stock. The warrant, which was recorded at its fair value on April 6, 2013, expires in 2019 and has an exercise price of $3.57 per share.

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Loans and Allowance for Loan Losses - Summary of Information about Corporation's Purchased Credit-Impaired Loans (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of period, Accretable Yield	$ (254,153)	$ (51,706)
Accretion	29,879	47,686
Reclass from non-accretable difference	7,873	14,454
Disposals/transfers	(46)	(664)
Balance at end of period, Accretable Yield	(236,399)	(254,153)
Recorded Investment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of period	16,623	15,839
Acquisitions	3,848	5,565
Accretion	2,250	5,778
Payments received	(3,087)	(9,556)
Disposals/transfers	(2,413)	(1,003)
Balance at end of period	17,221	16,623
Accretable Yield [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of period, Accretable Yield	(778)	(2,477)
Acquisitions, Accretable Yield	(523)	(589)
Accretion	2,250	5,778
Payments received, Accretable Yield
Reclass from non-accretable difference	(6,318)	(3,539)
Disposals/transfers	(164)	49
Contractual interest
Balance at end of period, Accretable Yield	(5,533)	(778)
Expected Cash Flows [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of period	17,401	18,316
Acquisitions	4,371	6,154
Accretion
Payments received	(3,087)	(9,556)
Reclass from non-accretable difference	6,318	3,539
Disposals/transfers	(2,249)	(1,052)
Contractual interest
Balance at end of period	22,754	17,401
Non-Accretable Difference [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of period	(23,733)	(33,377)
Acquisitions	(7,849)	(2,981)
Accretion
Payments received
Reclass from non-accretable difference	6,318	3,539
Disposals/transfers	6,193	11,442
Contractual interest	(1,942)	(2,356)
Balance at end of period	(21,013)	(23,733)
Outstanding Balance [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of period	41,134	51,693
Acquisitions	12,220	9,135
Accretion
Payments received	(3,087)	(9,556)
Reclass from non-accretable difference
Disposals/transfers	(8,442)	(12,494)
Contractual interest	1,942	2,356
Balance at end of period	$ 43,767	$ 41,134

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Loans and Allowance for Loan Losses - Summary of Purchased Credit-Impaired Loans, Information Identified in Corporation's Acquisition of ANNB and Parkvale (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012 Parkvale Financial Corporation [Member]	Jan. 02, 2012 Parkvale Financial Corporation [Member]	Sep. 30, 2013 Annapolis Bancorp, Inc. [Member]	Apr. 06, 2013 Annapolis Bancorp, Inc. [Member]
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities Acquired During Period [Line Items]
Outstanding balance	$ 3,704	$ 9,135	$ 11,867	$ 12,220
Carrying amount	2,552	5,565	3,442	3,848
Allowance for loan losses	103
Impairment recognized since acquisition	103
Allowance reduction recognized since acquisition

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Stock Incentive Plans - Summary of Information Concerning Restricted Stock Awards (Detail) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Awards, Unvested awards outstanding at beginning of period	1,913,073	1,846,115
Awards, Granted	344,479	275,674
Awards, Net adjustment due to performance	73,835	28,181
Awards, Vested	(734,129)	(168,361)
Awards, Forfeited	(37,175)	(166,018)
Awards, Dividend reinvestment	43,934	55,349
Awards, Unvested awards outstanding at end of period	1,604,017	1,870,940
Weighted Average Grant Price, Unvested awards outstanding at beginning of year	$ 9.17	$ 8.44
Weighted Average Grant Price, Granted	$ 11.04	$ 12.28
Weighted Average Grant Price, Net adjustment due to performance	$ 10.60	$ 8.31
Weighted Average Grant Price, Vested	$ 7.60	$ 8.06
Weighted Average Grant Price, Forfeited	$ 10.40	$ 8.53
Weighted Average Grant Price, Dividend reinvestment	$ 11.66	$ 11.38
Weighted Average Grant Price, Unvested awards outstanding at end of year	$ 10.26	$ 9.12