FAIR VALUE (Tables)

3 Months Ended

Mar. 31, 2012

Summary of Fair Value Measured on a Recurring Basis

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

	March 31, 2012
(000's omitted)	Level 1		Level 2		Level 3		Total Fair Value
Available-for-sale investment securities:
U.S. Treasury and agency securities	$	770,022	$	206,881	$	0	$	976,903
Obligations of state and political subdivisions		0		640,498		0		640,498
Government agency mortgage-backed securities		0		314,077		0		314,077
Pooled trust preferred securities		0		0		47,385		47,385
Corporate debt securities		0		22,789		0		22,789
Government agency collateralized mortgage obligations		0		43,310		0		43,310
Marketable equity securities		418		0		0		418
Total available-for-sale investment securities/Total	$	770,440	$	1,227,555	$	47,385	$	2,045,380

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

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

	Three Months Ended March 31,
	2012			2011
(000's omitted)	Pooled Trust Preferred Securities			Pooled Trust Preferred Securities			Commitments to Originate Real Estate Loans for Sale			Total
Beginning balance	$	43,846		$	41,993		$	58		$	42,051
Total gains (losses) included in earnings (1)(2)		47			23			(58	)		(35	)
Total gains included in other comprehensive income(3)		4,567			6,523			0			6,523
Principal reductions		(1,075	)		(367	)		0			(367	)
Commitments to originate real estate loans held for sale, net		0			0			58			58
Ending balance	$	47,385		$	48,172		$	58		$	48,230

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

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

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

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

Assets and Liabilities Measured on a Non-Recurring Basis

Assets and liabilities measured on a non-recurring basis:

	March 31, 2012								December 31, 2011
(000's omitted)	Level 1		Level 2		Level 3		Total Fair Value		Level 1		Level 2		Level 3		Total Fair Value
Impaired loans	$	0	$	0	$	4,582	$	4,582	$	0	$	0	$	4,118	$	4,118
Other real estate owned		0		0		2,690		2,690		0		0		2,682		2,682
Mortgage servicing rights		0		0		890		890		0		0		1,747		1,747
Total	$	0	$	0	$	8,162	$	8,162	$	0	$	0	$	8,547	$	8,547

Significant Unobservable Inputs, Fair Value Valuation Techniques

The significant unobservable inputs used in the determination of fair value of assets classified as Level 3 on a recurring or non-recurring basis as of March 31, 2012 are as follows:

(000's omitted)	Fair Value at March 31, 2012		Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input Range (Weighted Average)

Pooled trust preferred securities	$	47,385	Consensus pricing	Weighting of prices		56.5 - 75.3	(69.1%)

Impaired loans		4,582	Appraisals	Estimated cost of disposal		11% -	25%

Other real estate owned		2,690	Appraisals	Estimated cost of disposal		9% -	46%

Mortgage servicing rights		890	Discounted cash flow	Weighted average constant prepayment rate		16.2% - 29.3%	(24.7%)
				Spread over market curve		2.98% - 4.10%	(3.68%)
				Adequate compensation	$7/loan

Carrying Amounts and Estimated Fair Values of Other Financial Instruments

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

	March 31, 2012				December 31, 2011
	Carrying		Fair		Carrying		Fair
(000's omitted)	Value		Value		Value		Value
Financial assets:
Net loans	$	3,460,739	$	3,468,883	$	3,471,025	$	3,491,729
Financial liabilities:
Deposits		4,952,007		4,964,875		4,795,245		4,810,856
Borrowings		910,427		1,004,813		728,281		828,018
Subordinated debt held by unconsolidated subsidiary trusts		102,054		75,196		102,048		73,211

- Definition

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

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- Definition

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

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- Definition

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

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