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FAIR VALUE (Tables)

3 Months Ended

Mar. 31, 2013

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, 2013
(000's omitted)	Level 1		Level 2		Level 3		Total Fair Value
Available-for-sale investment securities:
U.S. Treasury and agency securities	$	677,768	$	91,978	$	0	$	769,746
Obligations of state and political subdivisions		0		646,693		0		646,693
Government agency mortgage-backed securities		0		253,345		0		253,345
Pooled trust preferred securities		0		0		47,486		47,486
Government agency collateralized mortgage obligations		0		30,636		0		30,636
Corporate debt securities		0		25,288		0		25,288
Marketable equity securities		440		0		0		440
Total available-for-sale investment securities/Total	$	678,208	$	1,047,940	$	47,486	$	1,773,634

	December 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	$	891,803	$	187,454	$	0	$	1,079,257
Obligations of state and political subdivisions		0		662,892		0		662,892
Government agency mortgage-backed securities		0		269,951		0		269,951
Pooled trust preferred securities		0		0		49,600		49,600
Government agency collateralized mortgage obligations		0		33,935		0		33,935
Corporate debt securities		0		25,357		0		25,357
Marketable equity securities		402		0		0		402
Total available-for-sale investment securities/Total	$	892,205	$	1,179,589	$	49,600	$	2,121,394

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

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

	Three Months Ended March 31,
	2013			2012
(000's omitted)	Pooled Trust Preferred Securities			Pooled Trust Preferred Securities
Beginning balance	$	49,600		$	43,846
Total gains (losses) included in earnings (1)		103			47
Total gains included in other comprehensive income(2)		1,892			4,567
Principal reductions		(4,109	)		(1,075	)
Ending balance	$	47,486		$	47,385

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

Assets and Liabilities Measured on a Non-Recurring Basis

Assets and liabilities measured on a non-recurring basis:

	March 31, 2013								December 31, 2012
(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	$	1,186	$	1,186	$	0	$	0	$	1,186	$	1,186
Other real estate owned		0		0		6,838		6,838		0		0		4,788		4,788
Mortgage servicing rights		0		0		899		899		0		0		1,028		1,028
Total	$	0	$	0	$	8,923	$	8,923	$	0	$	0	$	7,002	$	7,002

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, 2013 are as follows:

(000's omitted)	Fair Value at March 31, 2013		Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input Range (Weighted Average)

Pooled trust preferred securities	$	47,486	Consensus pricing	Weighting of offered quote		75.5% - 84.4% (80.2%)

Impaired loans		1,186	Fair Value of Collateral	Estimated cost of disposal/market adjustment		20.0% -50.0% (23.0%)

Other real estate owned		6,838	Fair Value of Collateral	Estimated cost of disposal/market adjustment		11.0% - 65.0% (25.0%)

Mortgage servicing rights		899	Discounted cash flow	Weighted average constant prepayment rate		20.1% - 41.3% (37.6%)
				Discount rate		2.62% - 3.46% (3.25%)
				Adequate compensation	$7/loan

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 December 31, 2012 are as follows:

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

Pooled trust preferred securities	$49,600	Consensus pricing	Weighting of offered quotes	65.3% - 85.1% (78.4%)

Impaired loans	1,186	Fair value of collateral	Estimated cost of disposal/market adjustment	25.0% - 50.0% (27.5%)

Other real estate owned	4,788	Fair value of collateral	Estimated cost of disposal/market adjustment	11.0% - 60.2% (19.9%)

Mortgage servicing rights	1,028	Discounted cash flow	Weighted average constant prepayment rate	1.1% - 39.6% (34.4%)
			Discount rate	2.5% - 3.3% (3.1%)
			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, 2013 and December 31, 2012 are as follows:

	March 31, 2013				December 31, 2012
	Carrying		Fair		Carrying		Fair
(000's omitted)	Value		Value		Value		Value
Financial assets:
Net loans	$	3,861,601	$	3,862,036	$	3,865,576	$	3,881,354
Financial liabilities:
Deposits		5,774,824		5,783,231		5,628,039		5,635,320
Borrowings		361,422		404,561		728,061		820,377
Subordinated debt held by unconsolidated subsidiary trusts		102,079		103,238		102,073		97,899

- 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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