LOANS AND ALLOWANCE

The Corporation’s primary lending focus is small business and middle market commercial, commercial real estate, residential real estate and consumer lending, which results in portfolio diversification. The following tables show the composition of the loan portfolio, the allowance for loan losses and certain credit quality elements, all excluding loans held for sale. Loans held for sale as of September 30, 2014, and December 31, 2013, were $6,423,000 and $5,331,000, respectively.

The following table shows the composition of the Corporation’s loan portfolio by loan class for the periods indicated:



	September 30, 2014			December 31, 2013
Commercial and industrial loans	$	900,970		$	761,705
Agricultural production financing and other loans to farmers	99,649			114,348
Real estate loans:
Construction	178,213			177,082
Commercial and farmland	1,603,698			1,611,809
Residential	625,609			616,385
Home Equity	269,952			255,223
Individuals' loans for household and other personal expenditures	66,832			69,783
Lease financing receivables, net of unearned income	1,208			1,545
Other loans	26,336			24,529
Loans	$	3,772,467		$	3,632,409
Allowance for loan losses	(65,596		)	(67,870		)
Net Loans	$	3,706,871		$	3,564,539

Allowance, Credit Quality and Loan Portfolio

The Corporation maintains an allowance for loan losses to cover probable credit losses identified during its loan review process. Management believes the allowance for loan losses is appropriate to cover probable losses inherent in the loan portfolio at September 30, 2014. The process for determining the adequacy of the allowance for loan losses is critical to the Corporation’s financial results. It requires management to make difficult, subjective and complex judgments, to estimate the effect of uncertain matters. The allowance for loan losses considers current factors, including economic conditions and ongoing internal and external examinations, and will increase or decrease as deemed necessary to ensure the allowance remains adequate. In addition, the allowance as a percentage of charge offs and nonperforming loans will change at different points in time based on credit performance, loan mix and collateral values.

The allowance is increased by the provision for loan losses and decreased by charge offs less recoveries. All charge offs are approved by the Bank’s senior loan officers or loan committees, depending on the amount of the charge off. The Bank charges off a loan when a determination is made that all or a portion of the loan is uncollectible. The allowance for loan losses is maintained through the provision for loan losses, which is a charge against earnings. The amount provided for loan losses in a given period may be greater than or less than net loan losses experienced during the period, and is based on management’s judgment as to the appropriate level of the allowance for loan losses. The determination of the provision amount in a given period is based on management’s ongoing review and evaluation of the loan portfolio, including an internally administered loan "watch" list and independent loan reviews. The evaluation takes into consideration identified credit problems, the possibility of losses inherent in the loan portfolio that are not specifically identified and management’s judgment as to the impact of the current environment and economic conditions on the portfolio.

In conformance with ASC 805 and ASC 820, loans purchased after December 31, 2008 are recorded at the acquisition date fair value. Such loans are only included in the allowance to the extent a specific impairment is identified that exceeds the fair value adjustment on an impaired loan or the historical loss and environmental factor analysis indicates losses inherent in a purchased portfolio exceeds the fair value adjustment on the portion of the purchased portfolio not deemed impaired.

The allowance consists of specific impairment reserves as required by ASC 310-10-35, a component for historical losses in accordance with ASC 450 and the consideration of current environmental factors in accordance with ASC 450. A loan is deemed impaired when, based on current information or events, it is probable that all amounts due of principal and interest according to the contractual terms of the loan agreement will not be collected.

The historical loss allocation for loans not deemed impaired according to ASC 310 is the product of the volume of loans within the non-impaired criticized and non-criticized risk grade classifications, each segmented by call code, and the historical loss factor for each respective classification and call code segment. The historical loss factors are based upon actual loss experience within each risk and call code classification. The historical look back period for non-criticized loans looks to the most recent rolling-four-quarter average and aligns with the look back period for non-impaired criticized loans. Each of the rolling four quarter periods used to obtain the average, include all charge offs for the previous twelve-month period, therefore the historical look back period includes seven quarters. The resulting allocation is reflective of current conditions. Criticized loans are grouped based on the risk grade assigned to the loan. Loans with a special mention grade are assigned a loss factor, and loans with a classified grade but not impaired are assigned a separate loss factor. The loss factor computation for this allocation includes a segmented historical loss migration analysis of criticized risk grades to charge off.

In addition to the specific reserves and historical loss components of the allowance, consideration is given to various environmental factors to help ensure that losses inherent in the portfolio are reflected in the allowance for loan losses. The environmental component adjusts the historical loss allocations for commercial and consumer loans to reflect relevant current conditions that, in management's opinion, have an impact on loss recognition. Environmental factors that management reviews in the analysis include: national and local economic trends and conditions; trends in growth in the loan portfolio and growth in higher risk areas; levels of, and trends in, delinquencies and non-accruals; experience and depth of lending management and staff; adequacy of, and adherence to, lending policies and procedures including those for underwriting; industry concentrations of credit; and adequacy of risk identification systems and controls through the internal loan review and internal audit processes.

At September 30, 2014, the allowance for loan losses was $65,596,000, a decrease of $628,000 from the September 30, 2013 balance of $66,224,000. Specific reserves on impaired loans increased $1,895,000 to $3,370,000, from $1,475,000 at September 30, 2013. Net charge offs for the three months ended September 30, 2014, were $4,371,000, an increase of $860,000 from the same period in 2013. The provision for loan losses for the three months ended September 30, 2014 was $1,600,000, an increase of $67,000 for the same period in in 2013. The determination of the provision for loan losses in any period is based on management’s continuing review and evaluation of the loan portfolio, and its judgment as to the impact of current economic conditions on the portfolio.

The following tables summarize changes in the allowance for loan losses by loan segment for the three and nine months ended September 30, 2014, and September 30, 2013:



	Three Months Ended September 30, 2014
	Commercial			Commercial Real Estate			Consumer			Residential			Finance Leases			Total
Allowance for loan losses:
Balances, July 1	$	28,614		$	22,582		$	2,243		$	14,928					$	68,367
Provision for losses	1,385			528			113			(424		)	$	(2	)	1,600
Recoveries on loans	1,987			1,215			86			431			3			3,722
Loans charged off	(4,444		)	(2,707		)	(214		)	(728		)				(8,093		)
Balances, September 30, 2014	$	27,542		$	21,618		$	2,228		$	14,207		$	1		$	65,596



	Nine Months Ended September 30, 2014
	Commercial			Commercial Real Estate			Consumer			Residential			Finance Leases			Total
Allowance for loan losses:
Balances, January 1	$	27,176		$	23,102		$	2,515		$	15,077					$	67,870
Provision for losses	1,736			(177		)	(39		)	100			$	(20	)	1,600
Recoveries on loans	4,485			2,356			303			1,360			23			8,527
Loans charged off	(5,855		)	(3,663		)	(551		)	(2,330		)	(2		)	(12,401		)
Balances, September 30, 2014	$	27,542		$	21,618		$	2,228		$	14,207		$	1		$	65,596



	Three Months Ended September 30, 2013
	Commercial			Commercial Real Estate			Consumer			Residential			Finance Leases		Total
Allowance for loan losses:
Balances, July 1	$	26,563		$	23,605		$	2,885		$	15,113		$	36	$	68,202
Provision for losses	(346		)	1,560			(31		)	333			17		1,533
Recoveries on loans	1,494			258			110			311			3		2,176
Loans charged off	(1,680		)	(2,795		)	(161		)	(1,051		)			(5,687		)
Balances, September 30, 2013	$	26,031		$	22,628		$	2,803		$	14,706		$	56	$	66,224



	Nine Months Ended September 30, 2013
	Commercial			Commercial Real Estate			Consumer			Residential			Finance Leases			Total
Allowance for loan losses:
Balances, January 1	$	25,913		$	26,703		$	2,593		$	14,157					$	69,366
Provision for losses	1,929			132			267			3,236			$	68		5,632
Recoveries on loans	4,050			3,023			426			946			3			8,448
Loans charged off	(5,861		)	(7,230		)	(483		)	(3,633		)	(15		)	(17,222		)
Balances, September 30, 2013	$	26,031		$	22,628		$	2,803		$	14,706		$	56		$	66,224

The following tables show the Corporation’s allowance for credit losses and loan portfolio by loan segment as of the periods indicated:



	September 30, 2014
	Commercial		Commercial Real Estate		Consumer		Residential		Finance Leases		Total
Allowance Balances:
Individually evaluated for impairment	$	1,818	$	609			$	484			$	2,911
Collectively evaluated for impairment	25,669		20,605		$	2,228	13,723		$	1	62,226
Loans Acquired with Deteriorated Credit Quality	55		404								459
Total Allowance for Loan Losses	$	27,542	$	21,618	$	2,228	$	14,207	$	1	$	65,596
Loan Balances:
Individually evaluated for impairment	$	18,284	$	22,502			$	3,644			$	44,430
Collectively evaluated for impairment	1,001,354		1,707,966		$	66,832	890,676		$	1,208	3,668,036
Loans Acquired with Deteriorated Credit Quality	7,317		51,443				1,241				60,001
Loans	$	1,026,955	$	1,781,911	$	66,832	$	895,561	$	1,208	$	3,772,467



	December 31, 2013
	Commercial		Commercial Real Estate		Consumer		Residential		Finance Leases		Total
Allowance Balances:
Individually evaluated for impairment	$	585	$	763			$	6			$	1,354
Collectively evaluated for impairment	26,493		22,208		$	2,515	15,071				66,287
Loans Acquired with Deteriorated Credit Quality	98		131								229
Total Allowance for Loan Losses	$	27,176	$	23,102	$	2,515	$	15,077			$	67,870
Loan Balances:
Individually evaluated for impairment	$	10,240	$	29,007			$	2,820			$	42,067
Collectively evaluated for impairment	882,794		1,690,285		$	69,783	867,094		$	1,545	3,511,501
Loans Acquired with Deteriorated Credit Quality	7,548		69,599				1,694				78,841
Loans	$	900,582	$	1,788,891	$	69,783	$	871,608	$	1,545	$	3,632,409

The risk characteristics of the Corporation’s material portfolio segments are as follows:

Commercial

Commercial loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial real estate

These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. Management monitors and evaluates commercial real estate loans based on collateral and risk grade criteria. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans.

Residential and Consumer

With respect to residential loans that are secured by 1-4 family residences and are generally owner occupied, the Corporation generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Home equity loans are typically secured by a subordinate interest in 1-4 family residences, and consumer loans are secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans are unsecured such as small installment loans and certain lines of credit. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment can also be impacted by changes in property values on residential properties. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

Loans are reclassified to a non-accruing status when, in management’s judgment, the collateral value and financial condition of the borrower do not justify accruing interest. Interest previously recorded, but not deemed collectible, is reversed and charged against current income. Payments subsequently received on non-accrual loans are applied to principal. A loan is returned to accrual status when principal and interest are no longer past due and collectability is probable, typically after a minimum of six consecutive months of performance. Payments received on impaired accruing or delinquent loans are applied to interest income as accrued.

The following table summarizes the Corporation’s non-accrual loans by loan class as of the periods indicated:



	September 30, 2014		December 31, 2013
Commercial and industrial loans	$	7,139	$	9,283
Agriculture production financing and other loans to farmers	10,669		30
Real estate Loans:
Construction	951		4,978
Commercial and farmland	14,680		28,095
Residential	13,546		12,068
Home Equity	1,896		1,667
Individuals' loans for household and other personal expenditures	223		117
Other Loans			164
Total	$	49,104	$	56,402

Commercial impaired loans include all non-accrual loans, loans accounted for under ASC 310-30, as well as substandard, doubtful and loss grade loans that were still accruing but deemed impaired according to guidance set forth in ASC 310. Also included in impaired loans are accruing loans that are contractually past due 90 days or more and troubled debt restructurings.

Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral dependent loans. If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. The fair value of real estate is generally based on appraisals by qualified licensed appraisers. The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach. If an appraisal is not available, the fair value may be determined by using a cash flow analysis. Fair value on other collateral such as business assets is typically ascertained by assessing, either singularly or some combination of, asset appraisals, accounts receivable aging reports, inventory listings and or customer financial statements. Both appraised values and values based on borrower’s financial information are discounted as considered appropriate based on age and quality of the information and current market conditions.

The following tables show the composition of the Corporation’s commercial impaired loans by loan class as of the periods indicated:




	September 30, 2014
	Unpaid Principal Balance		Recorded Investment		Related Allowance
Impaired loans with no related allowance:
Commercial and industrial loans	$	30,525	$	13,122
Agriculture production financing and other loans to farmers	28		25
Real estate Loans:
Construction	11,455		8,168
Commercial and farmland	82,625		60,605
Residential	4,826		2,986
Home equity	3,272		118
Other loans	33
Total	$	132,764	$	85,024
Impaired loans with related allowance:
Commercial and industrial loans	$	2,027	$	1,810	$	773
Agriculture production financing and other loans to farmers	10,645		10,645		1,100
Real estate Loans:
Commercial and farmland	7,159		4,478		1,013
Residential	1,460		1,460		484
Total	$	21,291	$	18,393	$	3,370
Total Impaired Loans	$	154,055	$	103,417	$	3,370



	December 31, 2013
	Unpaid Principal Balance		Recorded Investment		Related Allowance
Impaired loans with no related allowance:
Commercial and industrial loans	$	35,066	$	16,371
Agriculture production financing and other loans to farmers	32		30
Real estate Loans:
Construction	16,109		10,625
Commercial and farmland	128,073		83,033
Residential	6,746		3,910
Home equity	3,299		112
Other loans	454		172
Total	$	189,779	$	114,253
Impaired loans with related allowance:
Commercial and industrial loans	$	1,390	$	1,216	$	683
Real estate Loans:
Commercial and farmland	4,657		4,215		894
Residential	74		71		6
Total	$	6,121	$	5,502	$	1,583
Total Impaired Loans	$	195,900	$	119,755	$	1,583



	Three Months Ended September 30, 2014				Nine Months Ended September 30, 2014
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Impaired loans with no related allowance:
Commercial and industrial loans	$	13,406	$	86	$	13,820	$	263
Agriculture production financing and other loans to farmers	25				27
Real estate Loans:
Construction	8,026		112		8,197		331
Commercial and farmland	61,356		895		62,367		2,663
Residential	3,018		40		3,164		93
Home equity	118				147
Total	$	85,949	$	1,133	$	87,722	$	3,350
Impaired loans with related allowance:
Commercial and industrial loans	$	1,814	$	10	$	1,864	$	30
Agriculture production financing and other loans to farmers	10,645				10,645
Real estate Loans:
Commercial and farmland	4,484				4,528		23
Residential	1,460				1,460
Total	$	18,403	$	10	$	18,497	$	53
Total Impaired Loans	$	104,352	$	1,143	$	106,219	$	3,403



	Three Months Ended September 30, 2013				Nine Months Ended September 30, 2013
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Impaired loans with no related allowance:
Commercial and industrial loans	$	8,352	$	110	$	9,553	$	184
Agriculture production financing and other loans to farmers	32				33
Real estate Loans:
Construction	4,115		29		4,262		85
Commercial and farmland	34,298		620		35,198		1,642
Residential	2,687		82		3,028		114
Home equity	217				236
Other loans	174				184		1
Total	$	49,875	$	841	$	52,494	$	2,026
Impaired loans with related allowance:
Commercial and industrial loans	$	865			$	889	$	7
Real estate Loans:
Commercial and farmland	5,742		$	5	5,844		5
Residential	74				78
Total	$	6,681	$	5	$	6,811	$	12
Total Impaired Loans	$	56,556	$	846	$	59,305	$	2,038

As part of the ongoing monitoring of the credit quality of the Corporation's loan portfolio, management tracks certain credit quality indicators including trends related to: (i) the level of criticized commercial loans, (ii) net charge offs, (iii) non-performing loans and (iv) the general national and local economic conditions.

The Corporation utilizes a risk grading of pass, special mention, substandard, doubtful and loss to assess the overall credit quality of large commercial loans. All large commercial credit grades are reviewed at a minimum of once a year for pass grade loans. Loans with grades below pass are reviewed more frequently depending on the grade. A description of the general characteristics of these grades is as follows:


•	Pass - Loans that are considered to be of acceptable credit quality.

•

Special Mention - Loans which possess some credit deficiency or potential weakness, which deserves close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Corporation's credit position at some future date. Special mention assets are not adversely classified and do not expose the Corporation to sufficient risk to warrant adverse classification. The key distinctions of this category's classification are that it is indicative of an unwarranted level of risk; and weaknesses are considered “potential”, not “defined”, impairments to the primary source of repayment. Examples include businesses that may be suffering from inadequate management, loss of key personnel or significant customer or litigation.

•

Substandard - A substandard loan is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have a well-defined weakness that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. Other characteristics may include:



	o	the likelihood that a loan will be paid from the primary source of repayment is uncertain or financial deterioration is underway and very close attention is warranted to ensure that the loan is collected without loss,



	o	the primary source of repayment is gone, and the Corporation is forced to rely on a secondary source of repayment, such as collateral liquidation or guarantees,



	o	loans have a distinct possibility that the Corporation will sustain some loss if deficiencies are not corrected,



	o	unusual courses of action are needed to maintain a high probability of repayment,



	o	the borrower is not generating enough cash flow to repay loan principal; however, it continues to make interest payments,



	o	the Corporation is forced into a subordinated or unsecured position due to flaws in documentation,



	o	loans have been restructured so that payment schedules, terms and collateral represent concessions to the borrower when compared to the normal loan terms,



	o	the Corporation is seriously contemplating foreclosure or legal action due to the apparent deterioration of the loan, and



	o	there is significant deterioration in market conditions to which the borrower is highly vulnerable.

•

Doubtful - Loans that have all of the weaknesses of those classified as Substandard. However, based on currently existing facts, conditions and values, these weaknesses make full collection of principal highly questionable and improbable. Other credit characteristics may include the primary source of repayment is gone or there is considerable doubt as to the quality of the secondary sources of repayment. The possibility of loss is high, but because of certain important pending factors that may strengthen the loan, loss classification is deferred until the exact status of repayment is known.


•	Loss – Loans that are considered uncollectible and of such little value that continuing to carry them as an asset is not warranted. Loans will be classified as Loss when it is neither practical not desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future.

The following tables summarize the credit quality of the Corporation’s loan portfolio, by loan class for the periods indicated. Consumer non-performing loans include accruing consumer loans 90 plus days delinquent and consumer non-accrual loans. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified date. Loans that evidenced deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected are included in the applicable categories below.



	September 30, 2014
	Commercial Pass		Commercial Special Mention		Commercial Substandard		Commercial Doubtful		Commercial Loss	Consumer Performing		Consumer Non-Performing		Total
Commercial and industrial loans	$	835,214	$	15,803	$	49,658	$	295						$	900,970
Agriculture production financing and other loans to farmers	83,753		1,957		13,939									99,649
Real estate Loans:
Construction	153,293		1,584		8,606					$	14,581	$	149	178,213
Commercial and farmland	1,480,054		40,232		83,177							235		1,603,698
Residential	139,702		2,181		7,227					464,912		11,587		625,609
Home equity	6,068		266		447					261,316		1,855		269,952
Individuals' loans for household and other personal expenditures										66,589		243		66,832
Lease financing receivables, net of unearned income	1,095				113									1,208
Other loans	26,333		3											26,336
Loans	$	2,725,512	$	62,026	$	163,167	$	295		$	807,398	$	14,069	$	3,772,467



	December 31, 2013
	Commercial Pass		Commercial Special Mention		Commercial Substandard		Commercial Doubtful		Commercial Loss	Consumer Performing		Consumer Non-Performing		Total
Commercial and industrial loans	$	708,835	$	11,332	$	41,013	$	525						$	761,705
Agriculture production financing and other loans to farmers	114,318				30									114,348
Real estate Loans:
Construction	162,976		1,132		12,029							$	945	177,082
Commercial and farmland	1,473,714		57,676		80,184							235		1,611,809
Residential	143,657		2,232		11,494		136			$	448,494	10,372		616,385
Home equity	6,194		35		1,184					246,101		1,709		255,223
Individuals' loans for household and other personal expenditures										69,666		117		69,783
Lease financing receivables, net of unearned income	1,420				125									1,545
Other loans	24,334				195									24,529
Loans	$	2,635,448	$	72,407	$	146,254	$	661		$	764,261	$	13,378	$	3,632,409

The following table shows a past due aging of the Corporation’s loan portfolio, by loan class as of September 30, 2014, and December 31, 2013:



	September 30, 2014
	Current		30-59 Days Past Due		60-89 Days Past Due		Loans > 90 Days And Accruing		Non-Accrual		Total Past Due & Non-Accrual		Total
Commercial and industrial loans	$	887,365	$	2,522	$	3,758	$	186	$	7,139	$	13,605	$	900,970
Agriculture production financing and other loans to farmers	88,526		174		280				10,669		11,123		99,649
Real estate Loans:
Construction	176,229		1,033						951		1,984		178,213
Commercial and farmland	1,583,226		4,044		1,748				14,680		20,472		1,603,698
Residential	607,204		3,841		469		549		13,546		18,405		625,609
Home equity	266,566		710		703		77		1,896		3,386		269,952
Individuals' loans for household and other personal expenditures	66,366		217		7		19		223		466		66,832
Lease financing receivables, net of unearned income	1,208												1,208
Other loans	26,336												26,336
Loans	$	3,703,026	$	12,541	$	6,965	$	831	$	49,104	$	69,441	$	3,772,467



	December 31, 2013
	Current		30-59 Days Past Due		60-89 Days Past Due		Loans > 90 Days And Accruing		Non-Accrual		Total Past Due & Non-Accrual		Total
Commercial and industrial loans	$	749,020	$	2,628	$	774			$	9,283	$	12,685	$	761,705
Agriculture production financing and other loans to farmers	114,305		13						30		43		114,348
Real estate Loans:
Construction	171,046		1,058						4,978		6,036		177,082
Commercial and farmland	1,573,403		3,807		5,801		$	703	28,095		38,406		1,611,809
Residential	595,192		7,156		1,475		494		12,068		21,193		616,385
Home equity	251,188		1,652		563		153		1,667		4,035		255,223
Individuals' loans for household and other personal expenditures	69,061		550		55				117		722		69,783
Lease financing receivables, net of unearned income	1,545												1,545
Other loans	24,365								164		164		24,529
Loans	$	3,549,125	$	16,864	$	8,668	$	1,350	$	56,402	$	83,284	$	3,632,409

See the information regarding the analysis of loan loss experience in the "LOAN QUALITY/PROVISION FOR LOAN LOSSES" section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included as ITEM 2 of this Form 10-Q.

On occasion, borrower experience declines in income and cash flow. As a result, these borrowers seek to reduce contractual cash outlays including debt payments. Concurrently, in an effort to preserve and protect its earning assets, specifically troubled loans, the Corporation is working to maintain its relationship with certain customers who are experiencing financial difficulty by contractually modifying the borrower's debt agreement with the Corporation. In certain loan restructuring situations, the Corporation may grant a concession to a debtor experiencing financial difficulty, resulting in a trouble debt restructuring. A concession is deemed to be granted when, as a result of the restructuring, the Corporation does not expect to collect all amounts due, including interest accrued at the original contract rate. If the payment of principal at original maturity is primarily dependent on the value of collateral, the current value of the collateral is considered in determining whether the principal will be paid.

The following tables summarize troubled debt restructurings in the Corporation's loan portfolio that occurred during the periods indicated:



	Three Months Ended September 30, 2014					Nine Months Ended September 30, 2014
	Pre-Modification Recorded Balance		Post-Modification Recorded Balance		Number of Loans	Pre-Modification Recorded Balance		Post-Modification Recorded Balance		Number of Loans
Real estate Loans:
Commercial and farmland						$	259	$	259	1
Residential	$	256	$	245	5	448		428		7
Home Equity	229		247		7	314		343		10
Individuals' loans for household and other personal expenditures						26		26		2
Total	$	485	$	492	12	$	1,047	$	1,056	20



	Three Months Ended September 30, 2013					Nine Months Ended September 30, 2013
	Pre-Modification Recorded Balance		Post-Modification Recorded Balance		Number of Loans	Pre-Modification Recorded Balance		Post-Modification Recorded Balance		Number of Loans
Commercial and industrial loans	$	162	$	183	1	$	294	$	315	5
Real estate Loans:
Commercial and farmland	1,464		1,469		6	6,449		5,450		10
Residential	190		191		2	658		649		8
Individuals' loans for household and other personal expenditures						44		45		2
Total	$	1,816	$	1,843	9	$	7,445	$	6,459	25

The following tables show the recorded investment of troubled debt restructurings, by modification type, that occurred during the periods indicated:



	Three Months Ended September 30, 2014
	Term Modification	Rate Modification	Combination		Total Modification
Real estate Loans:
Residential			$	241	$	241
Home Equity			245		245
Total			$	486	$	486



	Nine Months Ended September 30, 2014
	Term Modification		Rate Modification		Combination		Total Modification
Real estate Loans:
Commercial and farmland	$	283					$	283
Residential			$	60	$	361	421
Home Equity			95		245		340
Individuals' loans for household and other personal expenditures					24		24
Total	$	283	$	155	$	630	$	1,068



	Three Months Ended September 30, 2013
	Term Modification		Rate Modification		Combination	Total Modification
Commercial and industrial loans	$	175				$	175
Real estate Loans:
Commercial and farmland	1,399					1,399
Residential	158		$	34		192
Total	$	1,732	$	34		$	1,766



	Nine Months Ended September 30, 2013
	Term Modification		Rate Modification		Combination		Total Modification
Commercial and industrial loans	$	228			$	63	$	291
Real estate Loans:
Commercial and farmland	1,399				1,950		3,349
Residential	158		$	94	353		605
Individuals' loans for household and other personal expenditures					26		26
Total	$	1,785	$	94	$	2,392	$	4,271

Loans secured by residential real estate made up 73 percent of the post-modification balance of troubled debt restructured loans made in the nine months ended September 30, 2014.

The following tables summarize the troubled debt restructures that occurred during the twelve months ended September 30, 2014 and September 30, 2013, that subsequently defaulted during the period indicated and remained in default at period end. For purposes of this schedule, a loan is considered in default if it is 30 or more days past due.



	Three Months Ended September 30, 2014			Nine Months Ended September 30, 2014
	Number of Loans	Recorded Balance		Number of Loans	Recorded Balance
Real estate Loans:
Residential	1	$	71	1	$	71
Total	1	$	71	1	$	71



	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013
	Number of Loans	Recorded Balance		Number of Loans	Recorded Balance
Commercial and industrial loans	1	$	18	1	$	18
Real estate Loans:
Commercial and farmland				1	223
Residential	2	166		2	166
Total	3	$	184	4	$	407

For potential consumer loan restructures, impairment evaluation occurs prior to modification. Any subsequent impairment is typically addressed through the charge off process, or may be addressed through a specific reserve. Consumer troubled debt restructurings are generally included in the general historical allowance for loan loss at the post modification balance. Consumer non-accrual and delinquent troubled debt restructurings are also considered in the calculation of the non-accrual and delinquency trend environmental allowance allocation. Commercial troubled debt restructured loans risk graded special mention, substandard, doubtful and loss are individually evaluated for impairment under ASC 310. Any resulting specific reserves are included in the allowance for loan losses. Commercial 30 - 89 day delinquent troubled debt restructurings are included in the calculation of the delinquency trend environmental allowance allocation. All commercial non-impaired loans, including non-accrual and 90+ day delinquents, are included in the ASC 450 loss migration analysis.