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 March 31, 2012.

Or

[ ]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 000-50266

TRINITY CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

New Mexico	85-0242376
(State or other jurisdiction of incorporation of organization)	(I.R.S. Employer Identification No.)
1200 Trinity Drive, Los Alamos, New Mexico 87544
(Address of principal executive offices)
(505) 662-5171
(Registrant’s telephone number, including Area Code)

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 corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  [ ]	Accelerated Filer  [ X ]
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  [ X ]  No

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: 6,449,726 shares of common stock, no par value, outstanding as of May 10, 2012.

TRINITY CAPITAL CORPORATION

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Mine Safety Disclosures
Item 5.	Other Information
Item 6.	Exhibits
	SIGNATURES
	CERTIFICATIONS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

TRINITY CAPITAL CORPORATION

CONSOLIDATED BALANCE SHEETS

March 31, 2012 and December 31, 2011

(Amounts in thousands, except per share data)

	March 31, 2012		December 31, 2011
	(Unaudited)
ASSETS
Cash and due from banks	$	17,833	$	22,690
Interest-bearing deposits with banks		75,649		48,610
Securities purchased under resell agreements		13,326		11,583
Cash and cash equivalents		106,808		82,883
Investment securities available for sale		126,337		134,711
Investment securities held to maturity, at amortized cost (fair value of $11,714 at March 31, 2012 and $11,879 at December 31, 2011)		10,695		10,779
Investment in unconsolidated trusts		1,116		1,116
Non-marketable equity securities		7,415		7,997
Loans held for sale		17,929		22,549
Loans (net of allowance for loan losses of $27,262 at March 31, 2012 and $27,909 at December 31, 2011)		1,202,362		1,187,948
Premises and equipment, net		26,702		27,082
Leased property under capital leases, net		2,211		2,211
Accrued interest receivable		5,402		5,889
Mortgage servicing rights, net		7,078		6,250
Other real estate owned		15,575		14,139
Prepaid expenses		3,187		3,426
Net deferred tax assets		7,625		8,102
Other assets		6,142		8,387
Total assets	$	1,546,584	$	1,523,469

(Continued on following page)

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TRINITY CAPITAL CORPORATION

CONSOLIDATED BALANCE SHEETS

March 31, 2012 and December 31, 2011

(Amounts in thousands, except share and per share data)

(Continued from prior page)

	March 31, 2012			December 31, 2011
	(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits:
Noninterest-bearing	$	158,698		$	152,669
Interest-bearing		1,190,914			1,174,458
Total deposits		1,349,612			1,327,127
Long-term borrowings		22,300			22,300
Long-term capital lease obligations		2,211			2,211
Junior subordinated debt owed to unconsolidated trusts		37,116			37,116
Accrued interest payable		1,683			2,141
Other liabilities		5,519			6,360
Total liabilities		1,418,441			1,397,255
Commitments and contingencies (Note 12)
Stock owned by Employee Stock Ownership Plan (“ESOP”) participants; 646,675 shares and 646,675 shares at March 31, 2012 and December 31, 2011, respectively, at fair value	$	8,084		$	8,245
Stockholders' equity
Preferred stock, no par, authorized 1,000,000 shares
Series A, 5% cumulative perpetual, 35,539 shares issued and outstanding at March 31, 2012 and December 31, 2011, $1,000 liquidation value per share, at amortized cost	$	34,070		$	34,018
Series B, 9% cumulative perpetual, 1,777 shares issued and outstanding at March 31, 2012 and December 31, 2011, $1,000 liquidation value per share, at amortized cost		2,004			2,012
Common stock, no par, authorized 20,000,000 shares; issued 6,856,800 shares, shares outstanding 6,449,726 at March 31, 2012 and December 31, 2011		6,836			6,836
Additional paid-in capital		1,982			1,976
Retained earnings		86,388			84,240
Accumulated other comprehensive (loss)		(247	)		(139	)
Total stockholders' equity before treasury stock		131,033			128,943
Treasury stock, at cost, 407,074 shares at March 31, 2012 and December 31, 2011		(10,974	)		(10,974	)
Total stockholders' equity		120,059			117,969
Total liabilities and stockholders' equity	$	1,546,584		$	1,523,469

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

TRINITY CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended March 31, 2012 and 2011

(Amounts in thousands except per share data)

(Unaudited)

	Three Months Ended March 31,
	2012			2011
Interest income:
Loans, including fees	$	16,176		$	15,737
Investment securities:
Taxable		515			718
Nontaxable		164			281
Securities sold under repurchase agreements		33			-
Other interest-bearing deposits		40			54
Investment in unconsolidated trusts		17			22
Other interest income		35			35
Total interest income		16,980			16,847
Interest expense:
Deposits		1,871			2,353
Short-term borrowings		-			40
Long-term borrowings		189			214
Long-term capital lease obligations		67			67
Junior subordinated debt owed to unconsolidated trusts		571			723
Total interest expense		2,698			3,397
Net interest income		14,282			13,450
Provision for loan losses		2,119			1,450
Net interest income after provision for loan losses		12,163			12,000
Other income:
Mortgage loan servicing fees		646			667
Trust fees		497			460
Loan and other fees		832			813
Service charges on deposits		381			383
Net gain on sale of loans		1,686			1,280
Net gain on sale of securities		-			171
Title insurance premiums		256			164
(Loss) on venture capital investments		(229	)		(225	)
Other operating income		147			105
Total other income		4,216			3,818

(Continued on following page)

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TRINITY CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended March 31, 2012 and 2011

 (Amounts in thousands except per share data)

(Unaudited)

(Continued from prior page)

	Three Months Ended March 31,
	2012			2011
Other expenses:
Salaries and employee benefits	$	6,207		$	5,501
Occupancy		964			934
Data processing		930			788
Marketing		398			455
Amortization and valuation of mortgage servicing rights		(167	)		303
Amortization and valuation of other intangible assets		-			163
Supplies		199			361
Loss on sale and valuation allowances on other real estate owned		960			658
Postage		225			177
Bankcard and ATM network fees		354			343
Legal, professional and accounting fees		863			725
FDIC insurance premiums		500			761
Collection expenses		738			434
Repossession and fraud losses		32			52
Other		99			1,039
Total other expense		12,302			12,694
Income before provision for income taxes		4,077			3,124
Provision for income taxes		1,562			1,038
Net income	$	2,515		$	2,086
Dividends and discount accretion on preferred shares		529			542
Net income available to common shareholders	$	1,986		$	1,544
Basic earnings  per common share	$	0.31		$	0.24
Diluted earnings  per common share	$	0.31		$	0.24

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

TRINITY CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2012 and 2011

 (Amounts in thousands)

(Unaudited)

	Three Months Ended March 31,
	2012			2011
Net income	$	2,515		$	2,086
Securities available for sale:
Net unrealized  (losses) gains arising during the period		(179	)		122
Related income tax (expense) benefit		71			(40	)
Net securities gains reclassified into earnings		-			(171	)
Related income tax benefit		-			57
Net effect on other comprehensive income for the period		(108	)		(32	)
Total comprehensive income	$	2,407		$	2,054

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TRINITY CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2012 and 2011

(Amounts in thousands)

(Unaudited)

	Three Months Ended March 31,
	2012			2011
Cash Flows From Operating Activities
Net income	$	2,515		$	2,086
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		765			759
Net amortization of:
Mortgage servicing rights		392			383
Other intangible assets		-			163
Prepaid expenses		1,263			1,429
Premium and discounts on investment securities, net		392			526
Junior subordinated debt owed to unconsolidated trusts issuance costs		3			3
Provision for loan losses		2,119			1,450
Change in mortgage servicing rights valuation allowance		(559	)		(80	)
Net loss on sale of investment securities		-			(171	)
Federal Home Loan Bank (“FHLB”) stock dividends received		(2	)		(3	)
Loss on venture capital investments		229			225
Net gain on sale of loans		(1,686	)		(1,280	)
Loss on disposal of other real estate owned		109			136
Write-down of value of other real estate owned		870			526
Decrease in deferred income tax assets		548			(150	)
Decrease in other assets		1,527			2,075
(Decrease) in other liabilities		(334	)		(1,534	)
Stock options and stock appreciation rights expenses		6			19
Gross sales of loans held for sale		68,902			51,190
Origination of loans held for sale		(63,257	)		(30,502	)
Net cash provided by operating activities		13,802			27,250

(Continued on following page)

6

TRINITY CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2012 and 2011

 (Amounts in thousands)

(Unaudited)

(Continued from prior page)

	Three Months Ended March 31,
	2012			2011
Cash Flows From Investing Activities
Proceeds from maturities and paydowns of investment securities, available for sale	$	16,806		$	28,718
Proceeds from maturities and paydowns of investment securities, held to maturity		84			81
Proceeds from redemptions of non-marketable equity securities		436			-
Proceeds from sale of investment securities, available for sale		-			4,432
Purchase of investment securities, available for sale		(9,003	)		(5,693	)
Purchase of investment securities, other		(161	)		(171	)
Proceeds from sale of other real estate owned		99			1,176
Loans funded, net of repayments		(18,215	)		1,050
Purchases of loans		(832	)		-
Purchases of premises and equipment		(127	)		(229	)
Net cash (used in) investing activities		(10,913	)		29,364
Cash Flows From Financing Activities
Net increase in demand deposits, NOW accounts and savings accounts		25,897			(4,908	)
Net (decrease) in time deposits		(3,412	)		(36,985	)
Repayment of borrowings		-			(1,152	)
Common shares dividend payments		(965	)		-
Preferred shares dividend payments		(484	)		-
Net cash provided by  financing activities		21,036			(43,045	)
Net increase in cash and cash equivalents		23,925			13,569
Cash and cash equivalents:
Beginning of period		82,883			106,191
End of period	$	106,808		$	119,760
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest	$	3,156		$	5,574
Income taxes paid	$	-		$	238
Non-cash investing and financing activities:
Transfers from loans to other real estate owned	$	4,152		$	1,196
Sales of other real estate owned financed by loans	$	1,638		$	-
Dividends declared, not yet paid	$	245		$	1,720
Change in unrealized gain on investment securities, net of taxes	$	(108	)	$	(32	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

TRINITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited consolidated financial statements include the consolidated balances and results of operations of Trinity Capital Corporation (“Trinity”) and its wholly owned subsidiaries: Los Alamos National Bank (the “Bank”), Title Guaranty & Insurance Company (“Title Guaranty”), TCC Advisors Corporation (“TCC Advisors”) and TCC Funds, collectively referred to as the “Company.”  Trinity Capital Trust I (“Trust I”), Trinity Capital Trust III (“Trust III”), Trinity Capital Trust IV (“Trust IV”) and Trinity Capital Trust V (“Trust V”), collectively referred to as the “Trusts,” are trust subsidiaries of Trinity but are not consolidated in these financial statements (see consolidation accounting policy below).  The Bank holds a 24% interest in Cottonwood Technology Group, LLC (“Cottonwood”).  Cottonwood is owned by the Bank, the Los Alamos Commerce & Development Corporation and an individual not otherwise associated with Trinity or the Bank.  Cottonwood completed the initial close on a pre-seed and seed-stage investment fund in October 2009 and is focused on assisting new technologies, primarily those developed at New Mexico’s research and educational institutions, reaching the market by providing management advice and capital consulting.  The Bank’s full capital investment of $150 thousand was made in July 2009 and is reflected in these consolidated financial statements.  In October 2008, the Bank purchased the assets of Allocca & Brunett, Inc., an investment advisory company in Santa Fe, New Mexico.  In 2009, the Bank created Finance New Mexico Investment Fund IV, LLC (“FNM Investment Fund IV”) and is the only member. FNM Investment Fund IV was created to acquire a 99.99% interest in FNM Investor Series IV, LLC (“FNM Investor Series IV”), 0.01% interest in which is held by Finance New Mexico, a governmental instrumentality.  These entities were both created to enable the funding of loans to, and investments in, a New Market Tax Credit project.  The initial value of these tax credits was $1.9 million.  As of March 31, 2012 and December 31, 2011, the unamortized amount of the new market tax credit was $1.1 million and $1.2 million, respectively, and is included in “Non-marketable equity securities” on the consolidated balance sheet.  The initial amount of the loan was $5.2 million.  As of March 31, 2012 and December 31, 2011, the current outstanding loan amount was $5.2 million and is included in “loans, net” on the consolidated balance sheet.  In April 2010, the Bank activated TCC Advisors as a business unit operating one of the Bank’s foreclosed properties, Santa Fe Equestrian Center, in Santa Fe, New Mexico.  The size of the initial investment was $322 thousand.  As of March 31, 2012, the total investment was $273 thousand.  In September of 2010, the Bank joined Southwest Medical Technologies, LLC (“SWMT”) as a 20% member.  Participation in this entity is part of the Bank's venture capital investments.  This entity is owned by the Bank (20%), Southwest Medical Ventures, Inc. (60%), and New Mexico Co-Investment Fund II, L.P. (20%).  SWMT is focused on assisting new medical and life science technologies identify investment and financing opportunities.  The Bank’s total capital investment is expected to be $250 thousand.  As of March 31, 2012, the investment in SWMT was $151 thousand and is included in “Non-marketable equity securities” on the consolidated balance sheet. 

The business activities of the Company consist solely of the operations of the parent and subsidiaries.  All significant inter-company balances and transactions have been eliminated in consolidation.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the interim periods have been made.  The results of operations for the three months ended March 31, 2012, are not necessarily indicative of the results to be expected for the entire fiscal year.

The unaudited consolidated interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and industry practice.  Certain information in footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America and industry practice has been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission.  These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s December 31, 2011 audited financial statements in its Form 10-K, filed with the SEC on March 15, 2012.

8

The consolidated financial statements include the accounts of the Company.  The accounting and reporting policies of the Company conform to generally accepted accounting principles (“GAAP”) in the United States of America and general practices within the financial services industry.  In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the year.  Actual results could differ from those estimates.  Areas involving the use of management’s estimates and assumptions, and which are more susceptible to change in the near term, include the allowance for loan losses, valuation of other real estate owned, valuation of deferred tax assets and initial recording and subsequent valuation for impairment of mortgage servicing rights.

Certain items have been reclassified from prior period presentations in conformity with the current classification.  These reclassifications did not result in any changes to previously reported net income or stockholders’ equity.

Note 2. Earnings Per Share Data

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

	Three Months Ended March 31,
	2012			2011
	(In thousands, except share and per share data)
Net income	$	2,515		$	2,086
Dividends and discount accretion on preferred shares		529			542
Net income available to common shareholders	$	1,986		$	1,544
Weighted average common shares issued		6,856,800			6,856,800
LESS: Weighted average treasury stock shares		(407,074	)		(416,016	)
Weighted average common shares outstanding, net		6,449,726			6,440,784
Basic earnings per common share	$	0.31		$	0.24
Weighted average common shares outstanding including dilutive shares		6,449,726			6,440,784
Diluted earnings per common share	$	0.31		$	0.24

Certain stock options, stock appreciation rights and restricted stock units were not included in the above calculation, as these stock options would have an anti-dilutive effect as the exercise price is greater than current market price.  The total number of shares excluded was 232,549 and 304,000 as of March 31, 2012 and March 31, 2011, respectively.

Note 3. Recent Accounting Pronouncements and Regulatory Developments

ASC Topic 860 “Transfers and Servicing.”  New authoritative accounting guidance under ASC Topic 860, “Transfers and Servicing” amended prior guidance on the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity.  The new authoritative guidance removes from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee and the collateral maintenance implementation guidance related to that criterion.  The new guidance does not change any other existing criteria applicable to the assessment of effective control.  The company adopted this new authoritative guidance on January 1, 2012 and it did not have an impact on the company’s statements of income and financial condition.

9

ASC Topic 820 “Fair Value Measurement.”  New authoritative accounting guidance under ASC Topic 820, “Fair Value Measurement” amended prior guidance to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards.  The new authoritative guidance clarifies the highest and best use and valuation premise, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity, measuring the fair value of financial instruments that are managed within a portfolio, and the application of premiums and discounts in a fair value measurement.  The new authoritative guidance also requires additional disclosures about fair value measurements.  The company adopted this new authoritative guidance on January 1, 2012 and it did not have an impact on the company’s statements of income and financial condition.

ASC Topic 220 “Comprehensive Income.”  New authoritative accounting guidance under ASC Topic 220, “Comprehensive Income” amended prior guidance to increase the prominence of items reported in other comprehensive income.  The new guidance requires that all changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The new guidance does not change the items that must be reported in other comprehensive income.  The company adopted this new authoritative guidance on January 1, 2012 and it did not have an impact on the company’s statements income and financial condition.  See the Consolidated Statements of Comprehensive Income included in the Consolidated Financial Statements.

ASC Topic 350 “Intangibles — Goodwill and Other.”  New authoritative accounting guidance under ASC Topic 350, “Intangibles — Goodwill and Other” amended prior guidance to allow an entity to use a qualitative approach to test goodwill for impairment.  The new guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not (having a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount as basis for determining whether it is necessary to perform the two-step goodwill impairment test.  The company adopted this new authoritative guidance on January 1, 2012 and it did not have an impact on the company’s statements income of and financial condition.

Note 4. Investment Securities

Amortized cost and fair values of investment securities are summarized as follows:

AVAILABLE FOR SALE	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
March 31, 2012
U.S. Government sponsored agencies	$	62,355	$	199	$	(28	)	$	62,526
States and political subdivisions		5,609		61		-			5,670
Residential mortgage-backed securities		58,783		314		(956	)		58,141
Totals	$	126,747	$	574	$	(984	)	$	126,337
December 31, 2011
U.S. Government sponsored agencies	$	60,350	$	253	$	(28	)	$	60,575
States and political subdivisions		5,960		70		-			6,030
Residential mortgage-backed securities		68,632		326		(852	)		68,106
Totals	$	134,942	$	649	$	(880	)	$	134,711

10

HELD TO MATURITY	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
March 31, 2012
States and political subdivisions	$	10,695	$	1,179	$	(160	)	$	11,714
Totals	$	10,695	$	1,179	$	(160	)	$	11,714
December 31, 2011
States and political subdivisions	$	10,779	$	1,263	$	(163	)	$	11,879
Totals	$	10,779	$	1,263	$	(163	)	$	11,879

OTHER INVESTMENTS	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In thousands)
March 31, 2012
Non-marketable equity securities (including Federal Reserve Bank (“FRB”) and FHLB stock)	$	7,415	$	-	$	-	$	7,415
Investment in unconsolidated trusts		1,116		-		-		1,116
Totals	$	8,531	$	-	$	-	$	8,531
December 31, 2011
Non-marketable equity securities (including FRB and FHLB stock)	$	7,997	$	-	$	-	$	7,997
Investment in unconsolidated trusts		1,116		-		-		1,116
Totals	$	9,113	$	-	$	-	$	9,113

Realized net gains on sale of securities available for sale are summarized as follows:

	Three Months Ended March 31,
	2012		2011
	(In thousands)
Gross realized gains	$	-	$	174
Gross realized losses		-		(3	)
Net realized gains	$	-	$	171

A summary of unrealized loss information for investment securities, categorized by security type, at March 31, 2012 and December 31, 2011, is as follows:

11

	Less than 12 Months					12 Months or Longer					Total
AVAILABLE FOR SALE	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
March 31, 2012
U.S. Government sponsored agencies	$	21,683	$	(28	)	$	-	$	-		$	21,683	$	(28	)
Residential mortgage-backed securities		25,152		(807	)		5,647		(149	)		30,799		(956	)
Totals	$	46,835	$	(835	)	$	5,647	$	(149	)	$	52,482	$	(984	)
December 31, 2011
States and political subdivisions	$	24,316	$	(28	)	$	-	$	-		$	24,316	$	(28	)
Residential mortgage-backed securities		25,800		(672	)		9,539		(180	)		35,339		(852	)
Totals	$	50,116	$	(700	)	$	9,539	$	(180	)	$	59,655	$	(880	)

	Less than 12 Months				12 Months or Longer					Total
HELD TO MATURITY	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
March 31, 2012
States and political subdivisions	$	-	$	-	$	984	$	(160	)	$	984	$	(160	)
Totals	$	-	$	-	$	984	$	(160	)	$	984	$	(160	)
December 31, 2011
States and political subdivisions	$	-	$	-	$	1,020	$	(163	)	$	1,020	$	(163	)
Totals	$	-	$	-	$	1,020	$	(163	)	$	1,020	$	(163	)

At March 31, 2012, $54.6 million in amortized cost of debt securities (representing a total of 46 different securities) had unrealized losses with aggregate depreciation of 2.1% of the Company’s amortized cost basis.  Of these securities, $6.9 million (representing 11 securities) had a continuous unrealized loss position for twelve months or longer with an aggregate depreciation of 4.5%.  The unrealized losses relate principally to the general change in interest rates and illiquidity, and not credit quality, that has occurred since the securities purchase dates, and such unrecognized losses or gains will continue to vary with general interest rate level fluctuations in the future, assuming no changes in credit quality  As management does not intend to sell the securities and it is unlikely that the Company will be required to sell the securities before their anticipated recovery, no declines are deemed to be other-than-temporary.

The amortized cost and fair value of investment securities, as of March 31, 2012, by contractual maturity are shown below.  Maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.

12

	Available for Sale				Held to Maturity				Other Investments
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
One year or less	$	16,908	$	17,001	$	-	$	-	$	-	$	-
One to five years		55,633		55,761		-		-		150		150
Five to ten years		12,289		12,296		1,146		984		-		-
Over ten years		41,917		41,279		9,549		10,730		1,116		1,116
Equity investments with no stated maturity		-		-		-		-		7,265		7,265
	$	126,747	$	126,337	$	10,695	$	11,714	$	8,531	$	8,531

Securities with carrying amounts of $36.4 million and $27.7 million at March 31, 2012 and December 31, 2011, respectively, were pledged as collateral on public deposits and for other purposes as required or permitted by law.

Note 5. Loans

Loans consisted of:

	March 31, 2012			December 31, 2011
	(In thousands)
Commercial	$	169,262		$	163,115
Commercial real estate		455,316			448,991
Residential real estate		383,301			385,404
Construction real estate		161,129			161,803
Installment and other		63,436			59,257
Total loans		1,232,444			1,218,570
Unearned income		(2,820	)		(2,713	)
Gross loans		1,229,624			1,215,857
Allowance for loan losses		(27,262	)		(27,909	)
Net loans	$	1,202,362		$	1,187,948

Loan Origination/Risk Management. The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk.  Management and the board of directors reviews and approves these policies and procedures on a regular basis.  A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and non-performing and potential problem loans.

Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business.  Underwriting standards are designed to promote relationship banking rather than transactional banking.  Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, the Company’s management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed.  Commercial loans are primarily made 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 and industrial 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.

13

Commercial real estate loans are subject to underwriting standards and processes similar to commercial non-real estate loans, in addition to those of other real estate loans.  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 largely 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.  The properties securing the Company’s commercial real estate portfolio are geographically concentrated in the markets in which the Company operates.  Management monitors and evaluates commercial real estate loans based on collateral, location and risk grade criteria.  The Company also utilizes third-party sources to provide insight and guidance about economic conditions and trends affecting market areas it serves.  In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans.  At March 31, 2012 and December 31, 2011, approximately 28.9% and 25.8%, respectively, of the outstanding principal balance of the Company’s commercial real estate loans were secured by owner-occupied properties.

With respect to loans to developers and builders that are secured by non-owner occupied properties that the Company may originate from time to time, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success.  Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners.  Construction loans are generally based upon estimates of costs and value associated with the complete project.  Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project.  Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained.  These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

The Company originates consumer loans utilizing a credit scoring analysis to supplement the underwriting process.  To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by line and staff personnel.  This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk.  Additionally, trend and outlook reports are reviewed by management on a regular basis.  Underwriting standards for residential real estate and home equity loans are heavily influenced by statutory requirements, which include, but are not limited to, maximum loan-to-value levels, debt-to-income levels, collection remedies, the number of such loans a borrower can have at one time and documentation requirements.

The Company maintains an independent loan review department that reviews and validates the credit risk program on a periodic basis.  Results of these reviews are presented to management.  The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.  In addition, the Company utilizes a third-party to periodically review loans to supplement the Company’s internal review process.

There were no material changes made to the Bank’s credit policy during the first quarter of 2012.

Non-performing Loans. Non-performing loans include (i) loans accounted for on a non-accrual basis and (ii) accruing loans contractually past due 90 days or more as to interest and principal.  Management reviews the loan portfolio for problem loans on an ongoing basis.  During the ordinary course of business, management may become aware of borrowers who may not be able to meet the contractual requirements of loan agreements.  Such loans are placed under close supervision with consideration given to placing the loan on a non-accrual status, increasing the allowance for loan losses, and (if appropriate) partial or full charge-off.  After a loan is placed on non-accrual status, any interest previously accrued, but not yet collected, is reversed against current income.  When payments are received on non-accrual loans, such payments will be applied to principal and any interest portion included in the payments are not included in income, but rather are applied to the principal balance of the loan.  Loans will not be placed back on accrual status unless all back interest and principal payments are made.  Our policy is to place loans 90 days past due on non-accrual status.  An exception is made when management believes a loan is well secured and in the process of collection.

14

The following table presents the contractual aging of the recorded investment in current and past due loans by class of loans as of March 31, 2012 and December 31, 2011, including non-performing loans:

	Current		30-59 Days Past Due		60-89 Days Past Due		Loans past due 90 days or more		Total Past Due		Total
March 31, 2012:	(In thousands)
Commercial	$	167,173	$	214	$	23	$	1,852	$	2,089	$	169,262
Commercial real estate		432,730		655		-		21,931		22,586		455,316
Residential real estate		375,456		1,925		-		5,920		7,845		383,301
Construction real estate		141,830		1,241		1,236		16,822		19,299		161,129
Installment and other		60,230		217		45		2,944		3,206		63,436
Total loans	$	1,177,419	$	4,252	$	1,304	$	49,469	$	55,025	$	1,232,444
Non-performing loan classification	$	2,737	$	1,533	$	1,014	$	49,469	$	52,016	$	54,753
December 31, 2011:
Commercial	$	160,755	$	74	$	239	$	2,047	$	2,360	$	163,115
Commercial real estate		422,469		462		4,252		21,808		26,522		448,991
Residential real estate		375,052		1,884		877		7,591		10,352		385,404
Construction real estate		143,243		181		265		18,114		18,560		161,803
Installment and other		56,222		72		116		2,847		3,035		59,257
Total loans	$	1,157,741	$	2,673	$	5,749	$	52,407	$	60,829	$	1,218,570
Nonperforming loan classification	$	1,891	$	131	$	5,040	$	52,407	$	57,578	$	59,469

The following table presents the recorded investment in non-accrual loans and loans past due ninety days or more and still accruing by class of loans as of March 31, 2012 and December 31, 2011:

	March 31, 2012				December 31, 2011
	Nonaccrual		Loans past due 90 days or more and still accruing interest		Nonaccrual		Loans past due 90 days or more and still accruing interest
	(In thousands)
Commercial	$	1,964	$	-	$	2,116	$	-
Commercial real estate		23,401		-		26,369		-
Residential real estate		7,801		-		9,608		-
Construction real estate		18,500		-		18,226		-
Installment and other		3,087		-		3,150		-
Total	$	54,753	$	-	$	59,469	$	-

15

The Company utilizes an internal asset classification system as a means of reporting problem and potential problem loans.  Under the Company’s risk rating system, the Company classifies problem and potential problem loans as “Special Mention,” “Substandard,” and “Doubtful.”  Substandard loans include those characterized by the distinct possibility that the Company will sustain some loss if credit deficiencies are not corrected.  Loans classified as Doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.  Loans that do not currently expose the Company to sufficient risk to warrant classification in one of the aforementioned categories, but possess weaknesses that deserve management’s close attention are deemed to be Special Mention.  Risk ratings are updated any time the situation warrants.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be classified as “Pass” loans. The following tables present the risk category of loans by class of loans based on the most recent analysis performed and the contractual aging as of March 31, 2012 and December 31, 2011:

	Pass		Special Mention		Substandard		Doubtful		Total
March 31, 2012:	(In thousands)
Commercial	$	162,778	$	258	$	6,226	$	-	$	169,262
Commercial real estate		417,652		2,120		35,544		-		455,316
Residential real estate		371,212		-		12,089		-		383,301
Construction real estate		128,035		8,051		25,043		-		161,129
Installment and other		61,333		-		2,103		-		63,436
Total	$	1,141,010	$	10,429	$	81,005	$	-	$	1,232,444
December 31, 2011:
Commercial	$	156,926	$	372	$	5,817	$	-	$	163,115
Commercial real estate		409,099		1,007		38,885		-		448,991
Residential real estate		371,605		-		13,799		-		385,404
Construction real estate		126,848		12,760		22,195		-		161,803
Installment and other		57,119		-		2,138		-		59,257
Total	$	1,121,597	$	14,139	$	82,834	$	-	$	1,218,570

The following table shows all loans, including non-performing loans, by classification and aging, as of March 31, 2012 and December 31, 2011:

	Pass		Special Mention		Substandard		Doubtful		Total
March 31, 2012:	(In thousands)
Current	$	1,138,303	$	10,206	$	28,910	$	-	$	1,177,419
Past due 30-59 days		2,671		-		1,581		-		4,252
Past due 60-89 days		36		223		1,045		-		1,304
Past due 90 days or more		-		-		49,469		-		49,469
Total	$	1,141,010	$	10,429	$	81,005	$	-	$	1,232,444
December 31, 2011:
Current	$	1,220,868	$	14,139	$	22,734	$	-	$	1,157,741
Past due 30-59 days		611		-		2,062		-		2,673
Past due 60-89 days		118		-		5,631		-		5,749
Past due 90 days or more		-		-		52,407		-		52,407
Total	$	1,121,597	$	14,139	$	82,834	$	-	$	1,218,570

16

The following table presents loans individually evaluated for impairment by class of loans as of March 31, 2012 and December 31, 2011, showing the unpaid principal balance, the recorded investment of the loan (reflecting any loans with partial charge-offs), and the amount of allowance for loan losses specifically allocated for these impaired loans (if any):

	March 31, 2012						December 31, 2011
	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated		Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
	(In thousands)
With no related allowance recorded:
Commercial	$	8,428	$	4,549	$	-	$	5,373	$	3,802	$	-
Commercial real estate		22,714		22,496		-		36,930		36,879		-
Residential real estate		7,748		7,172		-		4,521		4,240		-
Construction real estate		20,825		18,500		-		20,024		19,386		-
Installment and other		1,296		1,227		-		112		112		-
With an allowance recorded:
Commercial		1,856		1,856		62		687		687		56
Commercial real estate		175		1,225		188		794		794		49
Residential real estate		8,812		8,812		1,208		6,316		6,316		953
Construction real estate		-		-		-		262		262		6
Installment and other		636		636		104		712		713		115
Total	$	72,490	$	66,473	$	1,562	$	75,731	$	73,191	$	1,179

The following table presents average loans individually evaluated for impairment by class of loans for the periods shown ending March 31, 2012 and March 31, 2011.

	Three Months Ended
	March 31, 2012				March 31, 2011
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(In thousands)
With no related allowance recorded:
Commercial	$	5,204	$	39	$	2,734	$	5
Commercial real estate		33,401		2		21,745		14
Residential real estate		4,927		81		13,258		14
Construction real estate		19,075		-		19,589		3
Installment and other		394		7		3,001		6
With an allowance recorded:
Commercial	$	987	$	-	$	797	$	7
Commercial real estate		909		-		380		5
Residential real estate		7,069		1		3,549		34
Construction real estate		98		-		-		-
Installment and other		715		1		812		7
Total	$	72,779	$	131	$	65,865	$	95

Allowance for Loan Losses. The Company has established an internal policy to estimate the allowance for loan losses.  This policy is periodically reviewed by management and the board of directors.

17

The allowance for loan losses is that amount which, in management’s judgment, is considered appropriate to provide for probable losses in the loan portfolio. In analyzing the adequacy of the allowance for loan losses, management uses a comprehensive loan grading system to determine risk potential in the portfolio, and considers the results of periodic internal and external loan reviews.  Historical loss experience factors and specific reserves for impaired loans, combined with other considerations, such as delinquency, non-accrual, trends on criticized and classified loans, economic conditions, concentrations of credit risk, and experience and abilities of lending personnel, are also considered in analyzing the adequacy of the allowance.  Management uses a systematic methodology, which is applied at least quarterly, to determine the amount of allowance for loan losses and the resultant provisions for loan losses it considers adequate to provide for probable loan losses.  In the event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of materially different financial condition or results of operations is a reasonable likelihood.

Three methods are used to evaluate the adequacy of the allowance for loan losses: (1) specific identification, based on management’s assessment of loans in our portfolio and the probability that a charge-off will occur in the upcoming quarter; (2) losses probable in the loan portfolio besides those specifically identified, based upon a migration analysis of the percentage of loans currently performing that have probable losses; and (3) qualitative adjustments based on management’s assessment of certain risks such as delinquency trends, watch-list and classified trends, changes in concentrations, economic trends, industry trends, non-accrual trends, exceptions and loan-to-value guidelines, management and staff changes and policy or procedure changes.

While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions.  In addition, as an integral part of their examination process regulatory agencies periodically review our allowance for loan losses and may require us to make additions to the allowance based on their evaluation of information available at the time of their examinations.

Activity in the allowance for loan losses for the periods shown ending March 31, 2012 and March 31, 2011, was as follows:

	Commercial			Commercial real estate			Residential real estate			Construction real estate			Installment and other			Unallocated			Total
	(In thousands)
Three Months Ended March 31, 2012:
Beginning balance	$	3,949		$	8,486		$	5,249		$	5,984		$	4,067		$	174		$	27,909
Provision (benefit) for loan losses		789			246			1,665			40			(447	)		(174	)		2,119
Charge-offs		(370	)		(52	)		(1,349	)		(988	)		(171	)		-			(2,930	)
Recoveries		46			-			10			91			17			-			164
Net charge-offs		(324	)		(52	)		(1,339	)		(897	)		(154	)		-			(2,766	)
Ending balance	$	4,414		$	8,680		$	5,575		$	5,127		$	3,466		$	-		$	27,262
Three Months Ended March 31, 2011:
Beginning balance	$	5,857		$	7,011		$	4,093		$	7,322		$	4,122		$	317		$	28,722
Provision (benefit) for loan losses		28			599			1,580			(520	)		215			(452	)		1,450
Charge-offs		(285	)		(240	)		(1,106	)		(89	)		(302	)		-			(2,022	)
Recoveries		9			9			179			14			23			-			234
Net charge-offs		(276	)		(231	)		(927	)		(75	)		(279	)		-			(1,788	)
Ending balance	$	5,609		$	7,379		$	4,746		$	6,727		$	4,058		$	(135	)	$	28,384

18

Allocation of the allowance for loan losses, disaggregated on the basis of the Company’s impairment methodology, is as follows:

	Commercial		Commercial real estate		Residential real estate		Construction real estate		Installment and other		Unallocated		Total
	(In thousands)
March 31, 2012
Period-end amount allocated to:
Loans individually evaluated for impairment	$	62	$	188	$	1,208	$	-	$	104	$	-	$	1,562
Loans collectively evaluated for impairment		4,352		8,492		4,367		5,127		3,362		-		25,700
Ending balance	$	4,414	$	8,680	$	5,575	$	5,127	$	3,466	$	-	$	27,262
Loans:
Individually evaluated for impairment	$	6,405	$	23,721	$	15,984	$	18,500	$	1,863	$	-	$	66,473
Collectively evaluated for impairment		162,857		431,595		367,317		142,629		61,573		-		1,165,971
Total ending loans balance	$	169,262	$	455,316	$	383,301	$	161,129	$	63,436	$	-	$	1,232,444

	Commercial		Commercial real estate		Residential real estate		Construction real estate		Installment and other		Unallocated		Total
	(In thousands)
December 31, 2011
Period-end amount allocated to:
Loans individually evaluated for impairment	$	56	$	49	$	953	$	6	$	115	$	-	$	1,179
Loans collectively evaluated for impairment		5,553		7,330		3,793		6,721		3,943		(135)		26,730
Ending balance	$	5,609	$	7,379	$	4,746	$	6,727	$	4,058	$	(135)	$	28,384
Loans:
Individually evaluated for impairment	$	4,489	$	37,673	$	10,556	$	19,648	$	825	$	-	$	73,191
Collectively evaluated for impairment		158,626		411,318		374,848		142,155		58,432		-		1,145,379
Total ending loans balance	$	163,115	$	448,991	$	385,404	$	161,803	$	59,257	$	-	$	1,218,570

19

Troubled debt restructures (“TDRs”) are defined as those loans where (1) the borrower is experiencing financial difficulties and (2) the restructuring includes a concession by the Bank to the borrower.

The following loans were restructured during the periods indicated:

	Three Months Ended March 31, 2012
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Specific reserves allocated
	(In thousands)
Troubled Debt Restructurings
Commercial		1	$	158	$	158	$	7
Commercial real estate		-		-		-		-
Residential real estate		4		598		598		161
Construction real estate		1		76		76		31
Installment and other		2		126		125		52
Total		8	$	958	$	957	$	251

The following loans that were restructured during the previous twelve months subsequently defaulted during the periods indicated:

	Three Months Ended March 31, 2012
	Number of Contracts		Recorded Investment		Specific reserves allocated
	(In thousands)
Troubled Debt Restructurings That Subsequently Defaulted
Commercial		-	$		$	-
Commercial real estate		-				-
Residential real estate		-				-
Construction real estate		-				-
Installment and other		1		35		-
Total		1	$	35		-

As of March 31, 2012 and December 31, 2011, the Bank had no commitments to lend additional funds to debtors who also had restructured loans.

Note 6. Mortgage Servicing Rights (MSRs)

As of March 31, 2012, mortgage loans serviced for others totaled $971.6 million.  The net carrying amount of the MSRs on these loans total $7.1 million as of March 31, 2012.  The expected and actual rates of mortgage loan prepayments are the most significant factors driving the value of MSRs. Increases in mortgage loan prepayments reduce estimated future net servicing cash flows because the life of the underlying loan is reduced.  In determining the fair value of the MSRs, mortgage interest rates, which are used to determine prepayment rates and discount rates, are held constant over the estimated life of the portfolio.  Fair values of the MSRs are calculated on a monthly basis.  The values are based upon current market conditions and assumptions, which incorporate the expected life of the loans, estimated costs to service the loans, servicing fees to be received and other factors. MSRs are carried at the lower of the initial capitalized amount, net of accumulated amortization, or fair value.

20

An analysis of changes in mortgage servicing rights assets follows.

	Three Months Ended March 31,
	2012			2011
	(In thousands)
Balance at beginning of period	$	9,188		$	9,030
Servicing rights originated and capitalized		661			498
Amortization		(392	)		(383	)
	$	9,457		$	9,145

Below is an analysis of changes in the mortgage servicing right assets valuation allowance.

	Three Months Ended March 31,
	2012			2011
	(In thousands)
Balance at beginning of period	$	(2,938	)	$	(1,070	)
Aggregate reductions credited to operations		574			80
Aggregate additions charged to operations		(15	)		-
	$	(2,379	)	$	(990	)

The fair values of the MSRs were $7.2 million and $6.6 million on March 31, 2012 and December 31, 2011, respectively.

The primary risk characteristics of the underlying loans used to stratify the servicing assets for the purposes of measuring impairment are interest rate and original term.

Our valuation allowance is used to recognize impairments of our MSRs.  A MSR is considered impaired when the market value of the MSR is below the amortized book value of the MSR.  The MSRs are accounted by risk tranche, with the interest rate and term of the underlying loan being the primary strata used in distinguishing the tranches.  Each tranche is evaluated separately for impairment.

We have our MSRs analyzed for impairment on a monthly basis.  The underlying loans on all serviced loans are analyzed and, based upon the value of MSRs that are traded on the open market, a current market value for each risk tranche in our portfolio is assigned.  We then compare that market value to the current amortized book value for each tranche.  The change in market value (up to the amortized value of the MSR) is recorded as an adjustment to the MSR valuation allowance, with the offset being recorded as an addition or a reduction to income.

The impairment is analyzed for other than temporary impairment on a quarterly basis.  The MSRs would be considered other than temporarily impaired if there is likelihood that the impairment would not be recovered before the expected maturity of the asset.  If the underlying mortgage loans have been amortized at a rate greater than the amortization of the MSR, the MSR may be other than temporarily impaired.  As of March 31, 2012, none of the MSRs were considered other than temporarily impaired.

The following assumptions were used to calculate the market value of the MSRs as of March 31, 2012 and December 31, 2011.

	March 31, 2012			December 31, 2011
Public Securities Association (PSA) speed		266.67	%		320.00	%
Discount rate		10.75			10.75
Earnings rate		1.27			1.22

21

Note 7. Other Real Estate Owned

Other real estate owned consists of property acquired due to foreclosure on real estate loans. Total other real estate owned consisted of:

	At March 31, 2012		At December 31, 2011
	(In thousands)
Construction real estate	$	7,537	$	6,918
Residential real estate		3,921		2,908
Commercial real estate		4,117		4,313
Total	$	15,575	$	14,139

The above balances are net of valuation allowance of $2.5 million and $2 million at March 31, 2012 and December 31, 2011, respectively. During the first quarters of 2012 and 2011, provisions for the valuation allowance was $879 thousand and $1.3 million, respectively

Note 8. Short-Term Borrowings

The Company had no short-term borrowings outstanding as of March 31, 2012 or December 31, 2011.

Note 9. Long-Term Borrowings

The Company had FHLB advances with original maturity dates greater than one year of $22.3 million as of March 31, 2012 and December 31, 2011.  As of March 31, 2012, long-term borrowings consisted of the following fixed-rate advances:

Maturity Date	Rate		Principal due	Amount
(Dollars in thousands)
03/23/2015		3.05 %	At maturity	$	20,000
04/27/2021		6.34 %	At maturity		2,300
				$	22,300

Note 10. Long-Term Capital Lease Obligations

The Company is leasing land in Santa Fe on which it has built a bank office.  The construction of the office was completed in 2009.  The term remaining on the lease when acquired by the Company expires in 2014, and the lease contains an option to purchase the land at a set price at the termination of the initial term.  This lease is classified as a capital lease.  The Company also holds a note and mortgage on this land, and the interest payments received on the note are approximately equal to the payments made on the lease. The principal due at the note’s maturity (which is simultaneous with the lease maturity) will largely offset the option purchase price.  Lease expense for each of the three-month periods ended March 31, 2012 and 2011 were $46 thousand.

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Note 11. Junior Subordinated Debt Owed to Unconsolidated Trusts

The following table presents details on the junior subordinated debt owed to unconsolidated trusts as of March 31, 2012.

	Trust I			Trust III		Trust IV			Trust V
	(Dollars in thousands)
Date of Issue	March 23, 2000			May 11, 2004		June 29, 2005			September 21, 2006
Amount of trust preferred securities issued	$	10,000		$	6,000	$	10,000		$	10,000
Rate on trust preferred securities		10.875	%	3.19% (variable)			6.88	%			1.89% (variable)
Maturity	March 8, 2030			September 8, 2034		November 23, 2035			December 15, 2036
Date of first redemption	March 8, 2010			September 8, 2009		August 23, 2010			September 15, 2011
Common equity securities issued	$	310		$	186	$	310		$	310
Junior subordinated deferrable interest debentures owed	$	10,310		$	6,186	$	10,310		$	10,310
Rate on junior subordinated deferrable interest debentures		10.875	%	3.19% (variable)			6.88	%		21	1.89% (variable)

On the dates of issue indicated above, the Trusts, being Delaware statutory business trusts, issued trust preferred securities (the “trust preferred securities”) in the amount and at the rate indicated above.  These securities represent preferred beneficial interests in the assets of the Trusts.  The trust preferred securities will mature on the dates indicated, and are redeemable in whole or in part at the option of Trinity at any time after the date of first redemption indicated above, with the approval of the Federal Reserve Board and in whole at any time upon the occurrence of certain events affecting their tax or regulatory capital treatment.  The Trusts also issued common equity securities to Trinity in the amounts indicated above.  The Trusts used the proceeds of the offering of the trust preferred securities to purchase junior subordinated deferrable interest debentures (the “debentures”) issued by Trinity, which have terms substantially similar to the trust preferred securities.  Trinity has the right to defer payments of interest on the debentures at any time or from time to time for a period of up to ten consecutive semi-annual periods (or twenty consecutive quarterly periods in the case of Trusts with quarterly interest payments) with respect to each interest payment deferred.  Under the terms of the debentures, under certain circumstances of default or if Trinity has elected to defer interest on the debentures, Trinity may not, with certain exceptions, declare or pay any dividends or distributions on its capital stock or purchase or acquire any of its capital stock.  Trinity used the majority of the proceeds from the sale of the debentures to add to Tier 1 and Tier 2 capital in order to support its growth and to purchase treasury stock.

Trinity owns all of the outstanding common securities of the Trusts.  The Trusts are considered variable interest entities (VIEs).  Because Trinity is not the primary beneficiary of the Trusts, the financial statements of the Trusts are not included in the consolidated financial statements of the Company.

In March 2005, the Board of Governors of the Federal Reserve System issued a final rule allowing bank holding companies to continue to include qualifying trust preferred securities in their Tier 1 Capital for regulatory capital purposes, subject to a 25% limitation to all core (Tier I) capital elements, net of goodwill less any associated deferred tax liability.  The final rule provides a five-year transition period, ending March 31, 2009, for application of the aforementioned quantitative limitation.  In April 2009, this five-year transition period was extended.  As of March 31, 2012, 100% of the trust preferred securities noted in the table above qualified as Tier 1 capital under the final rule adopted in March 2005.

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 Payments of distributions on the trust preferred securities and payments on redemption of the trust preferred securities are guaranteed by Trinity on a limited basis.  Trinity also entered into an agreement as to expenses and liabilities with the Trusts pursuant to which it agreed, on a subordinated basis, to pay any costs, expenses or liabilities of the Trusts other than those arising under the trust preferred securities.  The obligations of Trinity under the junior subordinated debentures, the related indenture, the trust agreement establishing the Trusts, the guarantee and the agreement as to expenses and liabilities, in the aggregate, constitute a full and unconditional guarantee by Trinity of the Trusts’ obligations under the trust preferred securities.

Issuance costs of $615 thousand related to Trust I and Trust III were deferred and are being amortized over the period until mandatory redemption of the securities in March 2030 and September 2034, respectively.  During each of the three-month periods ended March 31, 2012 and 2011, $3 thousand of these issuance costs were amortized.  Unamortized issuance costs were $253 thousand and $256 thousand at March 31, 2012 and December 31, 2011, respectively.  There were no issuance costs associated with the other trust preferred security issues.

As of March 31, 2012, Trinity was not deferring any interest payments related to the Trusts.  As of March 31, 2012 and December 31, 2011, a total of $173 thousand and $451 thousand of interest had been accrued and unpaid to securities holders, respectively.

Under the terms of the securities purchase agreement between the Company and the U.S. Treasury pursuant to which the Company issued its Series A and Series B Preferred Stock as part of the TARP Capital Purchase Program, prior to the earlier of (i) March 27, 2012 and (ii) the date on which all of the shares of the Series A and Series B Preferred Stock have been redeemed by us or transferred by Treasury to third parties, we could not redeem our trust preferred securities (or the related junior subordinated notes), without the consent of Treasury.

Note 12. Commitments, Contingencies and Off-Balance Sheet Activities

Credit-related financial instruments. The Company is a party to credit-related commitments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers.  These credit-related commitments include commitments to extend credit, standby letters of credit and commercial letters of credit.  Such credit-related commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

The Company’s exposure to credit loss is represented by the contractual amount of these credit-related commitments.  The Company follows the same credit policies in making credit-related commitments as it does for on-balance-sheet instruments.

At March 31, 2012 and December 31, 2011, the following credit-related commitments were outstanding:

	Contract Amount
	March 31, 2012		December 31, 2011
	(In thousands)
Unfunded commitments under lines of credit	$	155,324	$	165,633
Commercial and standby letters of credit		14,813		14,342

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require a payment of a fee.  The commitments for equity lines of credit may expire without being drawn upon.  Therefore, the total commitment amounts do not necessarily represent future cash requirements.  The amount of collateral obtained, if deemed necessary by the Bank, is based on management’s credit evaluation of the customer.  Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers.  Overdraft protection agreements are uncollateralized, but most other unfunded commitments have collateral.  These unfunded lines of credit usually do not contain a specified maturity date and may not necessarily be drawn upon to the total extent to which the Bank is committed.

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 Commercial and standby letters of credit are conditional credit-related commitments issued by the Bank to guarantee the performance of a customer to a third party.  Those letters of credit are primarily issued to support public and private borrowing arrangements.  Essentially all letters of credit issued have expiration dates within one year.  The credit risk involved in issuing letters of credit is the same as that involved in extending loans to customers.  The Bank generally holds collateral supporting those credit-related commitments, if deemed necessary.  In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Bank would be required to fund the credit-related commitment.  The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary above.  If the credit-related commitment is funded, the Bank would be entitled to seek recovery from the customer.  At March 31, 2012 and December 31, 2011, no amounts have been recorded as liabilities for the Company’s potential obligations under these credit-related commitments.  The fair value of these credit-related commitments is approximately equal to the fees collected when granting these letters of credit.  These fees collected were $18 thousand as of March 31, 2012 and $25 thousand December 31, 2011, and are included in “other liabilities” on the Company’s balance sheet.

Concentrations of credit risk.The majority of the loans, commitments to extend credit, and standby letters of credit have been granted to customers in Los Alamos, Santa Fe and surrounding communities.  Although the Bank believes it has a diversified loan portfolio, a substantial portion of its loans are made to businesses and individuals associated with, or employed by, Los Alamos National Laboratory (the “Laboratory”).  The ability of such borrowers to honor their contracts is predominately dependent upon the continued operation and funding of the Laboratory.  Investments in securities issued by state and political subdivisions involve governmental entities within the state of New Mexico.  The distribution of commitments to extend credit approximates the distribution of loans outstanding. Standby letters of credit are granted primarily to commercial borrowers.

Note 13. Preferred Equity Issues

On March 27, 2009, the Company issued two series of preferred shares to the U.S. Treasury under the Capital Purchase Program (“CPP”). Below is a table disclosing the information on these two series.

	Number of shares issued	Dividend rate	Liquidation value per share		Original cost, in thousands
Series A cumulative perpetual preferred shares	35,539	5 % for the first 5 years, thereafter 9%	$	1,000	$	33,437
Series B cumulative perpetual preferred shares	1,777	9%		1,000		2,102

Dividends are paid quarterly to the U.S. Treasury, and the amount of any unpaid dividends outstanding at the end of the quarter is an outstanding liability in “other liabilities” on the balance sheet.  As of March 31, 2012, Trinity was current with its dividend payments.  The amount of dividends accrued and unpaid were $242 thousand as of March 31, 2012 and December 31, 2011.

The difference between the liquidation value of the preferred shares and the original cost is accreted (for Series B) or amortized (for Series A) over 10 years.  The net difference of this amortization and accretion is posted directly to capital.  During both of the three-month periods ended March 31, 2012 and 2011, a net amount of $44 thousand was accreted to capital.

Both the dividends and net accretion on the preferred shares reduce the amount of net income available to common shareholders.  During the three months ended March 31, 2012 and 2011, the total of these two amounts was $529 thousand and $542 thousand, respectively.

Note 14. Litigation

The Company and its subsidiaries were not involved in any pending legal proceedings, other than routine legal proceedings occurring in the normal course of business, which, in the opinion of management, in the aggregate, would be considered material to the Company's consolidated financial condition. 

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Note 15. Derivative Financial Instruments

In the normal course of business, the Bank uses a variety of financial instruments to service the financial needs of customers and to reduce its exposure to fluctuations in interest rates.  Derivative instruments that the Bank uses as part of its interest rate risk management strategy include mandatory forward delivery commitments and rate lock commitments.

As a result of using over-the-counter derivative instruments, the Bank has potential exposure to credit loss in the event of nonperformance by the counterparties.  The Bank manages this credit risk by selecting only well established, financially strong counterparties, spreading the credit risk amongst many such counterparties and by placing contractual limits on the amount of unsecured credit risk from any single counterparty.  The Bank’s exposure to credit risk in the event of default by a counterparty is the current cost of replacing the contracts net of any available margins retained by the Bank.  However, if the borrower defaults on the commitment, the Bank requires the borrower to cover these costs.

The Company’s derivative instruments outstanding at March 31, 2012 include commitments to fund loans held for sale.  The interest rate lock commitment was valued at fair market value at inception.  The rate locks will continue to be adjusted for changes in value resulting from changes in market interest rates.

The Company originates single-family residential loans for sale pursuant to programs with the Federal National Mortgage Association (“FNMA”).  At the time the interest rate is locked in by the borrower, the Bank concurrently enters into a forward loan sale agreement with respect to the sale of such loan at a set price in an effort to manage the interest rate risk inherent in the locked loan commitment.  Any change in the fair value of the loan commitment after the borrower locks in the interest rate is substantially offset by the corresponding change in the fair value of the forward loan sale agreement related to such loan.  The period from the time the borrower locks in the interest rate to the time the Bank funds the loan and sells it to FNMA is generally 60 days.  The fair value of each instrument will rise or fall in response to changes in market interest rates subsequent to the dates the interest rate locks and forward loan sale agreements are entered into.  In the event that interest rates rise after the Bank enters into an interest rate lock, the fair value of the loan commitment will decline.  However, the fair value of the forward loan sale agreement related to such loan commitment should increase by substantially the same amount, effectively eliminating the Company’s interest rate and price risk.

At March 31, 2012, the Company had notional amounts of $23.1 million in contracts with customers and $41.8 million in contracts with FNMA for interest rate lock commitments outstanding related to loans being originated for sale.  The related fair value of these commitments was an asset of $624 thousand as of March 31, 2012.  At December 31, 2011, the Company had notional amounts of $11.8 million in contracts with customers and $35.5 million in contracts with FNMA for interest rate lock commitments outstanding related to loans being originated for sale.  The related fair values of these commitments were an asset of $270 thousand and a liability of $222 thousand as of December 31, 2011.  For the three months ending March 31, 2012 and 2011, income and expenses relating to the valuation of these derivative instruments totaled $575 thousand in income and $461 thousand in expense, respectively.  These amounts are included under “Other” in “Other expenses” on the consolidated statements of income.

Note 16. Fair Value Measurements

ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

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ASC Topic 820 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert expected future amounts, such as cash flows or earnings, to a single present value amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

· Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

· Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

· Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon third party appraisal or internally developed models that primarily use observable market-based parameters as inputs. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Company's creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. Our valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s monthly and/or quarterly valuation process.

Financial Instruments Recorded at Fair Value on a Recurring Basis

Securities Available for Sale. The fair values of securities available for sale are determined by quoted prices in active markets, when available.  If quoted market prices are not available, the fair value is determined by a matrix pricing, which is a mathematical technique, widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities and are classified as Level 2.  The fair values consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other factors.

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Derivatives. Derivative assets and liabilities represent interest rate contracts between the Company and loan customers, and between the Company and outside parties to whom we have made a commitment to sell residential mortgage loans at a set interest rate.  These are valued based upon the differential between the interest rates upon the inception of the contract and the current market interest rates for similar products and similar remaining commitment terms, and are classified as Level 2.  Changes in market value are recorded in current earnings. 

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands).

March 31, 2012	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In thousands)
Financial Assets:
Investment securities available for sale:
U.S. Government sponsored agencies	$	62,526	$	-	$	62,526	$	-
States and political subdivisions		5,670		-		5,670		-
Residential mortgage-backed securities		58,141		-		58,141		-
Interest rate lock commitments, mandatory forward delivery commitments and pair offs		624		-		624		-
Total		126,961		-		126,961		-
Financial Liabilities:
Interest rate lock commitments, mandatory forward delivery commitments and pair offs	$	-	$	-	$	-	$	-
Off-balance-sheet instruments:
Loan commitments and standby letters of credit	$	18	$	-	$	18	$	-
December 31, 2011
Financial Assets:
Investment securities available for sale:
U.S. Government sponsored agencies	$	60,575	$	-	$	60,575	$	-
States and political subdivisions		6,030		-		6,030		-
Residential mortgage-backed securities		68,106		-		68,106		-
Interest rate lock commitments, mandatory forward delivery commitments and pair offs		270		-		270		-
Total		134,981		-		134,981		-
Financial Liabilities:
Interest rate lock commitments, mandatory forward delivery commitments and pair offs	$	222	$	-	$	222	$	-
Off-balance-sheet instruments:
Loan commitments and standby letters of credit	$	25	$	-	$	25	$	-

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There were no financial instruments measured at fair value on a recurring basis for which the Company used significant unobservable inputs (Level 3) during the periods presented in these consolidated financial statements.

There were no transfers of financial assets or off-balance sheet instruments made between Level 1 and Level 2 during the comparative periods of 2012 and 2011.

Financial Instruments Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain financial assets and financial liabilities at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These include assets that are measured at the lower of cost or fair value that were recognized at fair value below cost at the end of the period.

Impaired Loans.Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired.  Once a loan is identified as impaired, management measures the amount of that impairment in accordance with ASC Topic 310.  The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows.  Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.  At March 31, 2012, substantially all of the total impaired loans were evaluated based on the fair value of the collateral.  During the three months ended March 31, 2012 and March 31, 2011, the Company recorded provision for loan losses in the amounts of $993 thousand and $676 thousand, respectively for impaired loans carried at fair value at each quarter end date.  In accordance with ASC Topic 820, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy.  Collateral values are estimated using Level 3 inputs based on customized discounting criteria.  For a majority of impaired loans, the Company obtains a current independent appraisal of loan collateral.  Other valuation techniques are used as well, including internal valuations, comparable property analysis and contractual sales information.  For substantially all impaired loans with an appraisal more than one year old, the Company further discounts market prices by 10% to 30%,  This discount is based on our evaluation of related market conditions and is in addition to a reduction in value for potential sales costs and discounting that has been incorporated in the independent appraisal.  See Item 1, Financial Statements—Note 5, Loans – Allowance for Loan and Lease Losses in this Form 10-Q for more details.

Mortgage Servicing Rights. Mortgage servicing rights (“MSRs”) are valued based upon the value of MSRs that are traded on the open market and then adjusted to consider each risk tranche in our portfolio.  We then compare that market value to the current amortized book value for each tranche.  The change in market value (up to the amortized value of the MSR) is recorded as an adjustment to the MSR valuation allowance, with the offset being recorded as an addition or a reduction to current earnings.  Only the tranches deemed impaired are included in the table below.

Non-Financial Assets and Non-Financial Liabilities Recorded at Fair Value

Application of ASC Topic 820 to non-financial assets and non-financial liabilities became effective January 1, 2009.  The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis.  Certain non-financial assets and non-financial liabilities measured at fair value on a non-recurring basis include foreclosed assets.

Other Real Estate and Other Repossessed Assets (Foreclosed Assets). Foreclosed assets, upon initial recognition, are measured and reported at fair value through a charge-off to the allowance for possible loan losses based upon the fair value of the foreclosed asset.  The fair value of foreclosed assets, upon initial recognition, are estimated using Level 3 inputs based on customized discounting criteria.  For the majority of foreclosed assets, the Company obtains a current independent appraisal of these assets.  All other real estate values are based upon such appraisals, and new appraisals are obtained at least annually and if necessary the valuation allowance is adjusted to reflect the new appraisal value (less estimated costs to sell).  Other non-real estate repossessed assets are valued either by an independent appraiser or other valuation techniques such as comparable property analysis and contractual sales information.

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During the first three months of 2012 and the year ended December 31, 2011, certain foreclosed assets, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for loan losses based upon the fair value of the foreclosed asset, less estimated costs of disposal.  The fair value of foreclosed assets, upon initial recognition, is estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria.  Foreclosed assets measured at fair value (less estimated disposal costs) upon initial recognition totaled $4.2 million and $10.7 million (utilizing Level 3 valuation inputs) during the three months ended March 31, 2012 and the year ended December 31, 2011, respectively.  Of these, $3.7 million and $1.7 million, respectively, were written down upon initial recognition or subsequent revaluation.  In connection with the measurement and initial recognition of the foregoing foreclosed assets, the Company recognized charge-offs of the allowance for loan losses totaling $987 thousand and $1.9 million, during the three months ended March 31, 2012 and the year ended December 31, 2011, respectively.  Other than foreclosed assets measured at fair value (less estimated disposal costs) upon initial recognition, a total of $4.4 million and $13.2 million in foreclosed assets were remeasured at fair value during the three months ended March 31, 2012 and  March 31, 2011, respectively, resulting in a charge of $870 thousand and $526 thousand to current earnings, respectively.

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Assets measured at fair value on a nonrecurring basis as of March 31, 2012 and December 31, 2011 are included in the table below (in thousands).

March 31, 2012	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs  (Level 3)
	(In thousands)
Financial Assets:
Impaired loans
Commercial	$	3,320	$	-	$	-	$	3,320
Commercial real estate		834		-		-		834
Residential real estate		2,960		-		-		2,960
Construction real estate		4,191		-		-		4,191
Installment and other		79		-		-		79
Total Impaired Loans		11,383		-		-		11,383
Mortgage servicing rights		7,046		-		-		7,046
Non-Financial Assets:
Other Real Estate Owned
Residential real estate		3,522		-		-		3,522
Commercial real estate		6,533		-		-		6,533
Construction real estate		1,960		-		-		1,960
Total Other Real Estate Owned		12,014		-		-		12,014
December 31, 2011
Financial Assets:
Impaired loans
Commercial	$	3,323	$	-	$	-	$	3,323
Commercial real estate		454		-		-		454
Residential real estate		4,693		-		-		4,693
Construction real estate		2,341		-		-		2,341
Installment and other		-		-		-		-
Total Impaired Loans		10,810		-		-		10,810
Mortgage servicing rights		6,215		-		-		6,215
Non-Financial Assets:
Other Real Estate Owned
Residential real estate		2,908		-		-		2,908
Commercial real estate		1,833		-		-		1,833
Construction real estate		5,869		-		-		5,869
Total Other Real Estate Owned		10,810		-		-		10,810

ASC Topic 825 requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.  The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above.  The estimated fair value approximates carrying value for cash and cash equivalents and accrued interest.  The methodologies for other financial assets and financial liabilities are discussed below.

The following methods and assumptions were used by the Company in estimating the fair values of its other financial instruments:

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Cash and due from banks and interest-bearing deposits with banks: The carrying amounts reported in the balance sheet approximate fair value.

Non-marketable securities, including FHLB and FRB Stock: The carrying amounts reported in the balance sheet approximate fair value. FHLB and FRB stock do not have readily determinable fair values as there are restrictions of transferability, therefore, making it impracticable to determine fair values.

Federal funds sold and securities purchased under resell agreements: The carrying amounts reported in the balance sheet approximate fair value.

Loans: Most commercial loans and some real estate mortgage loans are made on a variable rate basis.  For those variable-rate loans that reprice frequently with no significant change in credit risk, fair values are based on carrying values.  The fair values for fixed rate and all other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality.

Non-interest-bearing deposits: The fair values disclosed are equal to their balance sheet carrying amounts, which represent the amount payable on demand.

Interest-bearing deposits: The fair values disclosed for deposits with no defined maturities are equal to their carrying amounts, which represent the amounts payable on demand.  The carrying amounts for variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date.  Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on similar certificates to a schedule of aggregated expected monthly maturities on time deposits.

Short-term borrowings: The carrying amounts of federal funds purchased, borrowings under repurchase agreements and other short-term borrowings with maturities of 90 days or less approximate their fair values.  The fair value of short-term borrowings greater than 90 days is based on the discounted value of contractual cash flows.

Long-term borrowings: The fair values of the Company's long-term borrowings (other than deposits) are estimated using discounted cash flow analyses, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.

Junior subordinated notes issued to capital trusts: The fair values of the Company’s junior subordinated notes issued to capital trusts are estimated based on the quoted market prices, when available, of the related trust preferred security instruments, or are estimated based on the quoted market prices of comparable trust preferred securities.

Off-balance-sheet instruments: Fair values for the Company's off-balance-sheet lending commitments in the form of letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements.

Accrued interest: The carrying amounts reported in the balance sheet approximate fair value.

32

The estimated fair values of financial instruments are as follows:

March 31, 2012	Carrying Amount		Estimated Fair value		Quoted Prices in Active Markets for Identical Assets  (Level 1)		Significant Other Observable Inputs  (Level 2)		Significant Unobservable Inputs  (Level 3)
	(In thousands)
Financial assets:
Cash and due from banks	$	17,833	$	17,833	$	17,833	$	-	$	-
Interest-bearing deposits with banks		75,649		75,649		75,649		-		-
Securities purchased under resell agreements		13,326		13,326		13,326		-		-
Investments:
Available for sale		126,337		126,337		-		126,337		-
Held to maturity		10,695		11,714				11,714		-
Equity investments that do not have readily determinable fair values		8,531		N/A		-		-		-
Loans held for sale		17,929		18,163		-		18,163		-
Loans, net		1,202,362		1,229,717		-		-		1,229,717
Accrued interest receivable		5,402		5,402		-		540		4,862
Mortgage servicing rights		7,078		7,150		-		-		7,150
Interest rate lock commitments, mandatory forward delivery commitments and pair offs		624		624		-		624
Off-balance-sheet instruments:
Loan commitments and standby letters of credit	$	18	$	18	$	-	$	18
Financial liabilities:
Non-interest bearing deposits	$	158,698	$	158,698	$	158,698	$	-	$	-
Interest bearing deposits		1,190,914		1,196,393		-		1,196,393		-
Short-term borrowings		-		-		-		-		-
Long-term borrowings		22,300		24,172		-		24,172		-
Junior subordinated debt owed to unconsolidated trusts		37,116		19,850		-				19,850
Accrued interest payable		1,683		1,683		-		1,510		173

33

December 31, 2011	Carrying Amount		Estimated Fair value
	(In thousands)
Financial assets:
Cash and due from banks	$	22,690	$	22,690
Interest-bearing deposits with banks		48,610		48,610
Federal funds sold and securities purchased under resell agreements		11,583		11,583
Investments:
Available for sale		134,711		134,711
Held to maturity		10,779		11,879
Equity investments that do not have readily determinable fair values		9,113		9,113
Loans held for sale		22,549		23,120
Loans, net		1,187,948		1,219,368
Accrued interest receivable		5,889		5,889
Mortgage servicing rights		6,250		6,572
Interest rate lock commitments, mandatory forward delivery commitments and pair offs		222		222
Off-balance-sheet instruments:
Loan commitments and standby letters of credit	$	25	$	25
Financial liabilities:
Non-interest bearing deposits	$	152,669	$	152,669
Interest bearing deposits		1,174,458		1,180,412
Short-term borrowings		-		-
Long-term borrowings		22,300		24,218
Junior subordinated debt owed to unconsolidated trusts		37,116		20,040
Accrued interest payable		2,141		2,141

34

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion is intended to focus on certain financial information regarding the Company and is written to provide the reader with a more thorough understanding of its financial statements.  The following discussion and analysis of the Company’s financial position and results of operations should be read in conjunction with the information set forth in Item 3, Quantitative and Qualitative Disclosures about Market Risk and the annual audited consolidated financial statements filed on Form 10-K for the year ended December 31, 2011.

This report contains certain financial information determined by methods other than in accordance with GAAP.  These measures include net operating income before provision for loan losses, income taxes and dividends and discount accretion on preferred shares; net interest margin on a fully tax-equivalent basis and net interest income on a fully tax-equivalent basis.  Management uses these non-GAAP measures in its analysis of the Company’s performance.  Net operating income before provision for loan losses, income taxes and dividends and discount accretion on preferred shares represents net income on the normal daily operations of the Company.  The tax-equivalent adjustment to net interest margin and net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and adjusting for federal and state exemption of interest income and certain other permanent income tax differences.  Management believes that it is a standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis, and accordingly believes the presentation of the financial measures may be useful for peer comparison purposes.  This disclosure should not be viewed as a substitute for the results determined to be in accordance with GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.  Reconciliations of net interest income on a fully tax-equivalent basis to net interest income and net interest margin on a fully tax-equivalent basis to net interest margin are contained in tables under “Net Interest Income.”

The following reconciles net income available to common shareholders to net operating income before provision, income taxes and dividends and discount accretion on preferred shares:

	Three Months Ended March 31,
	2012		2011
	(In thousands)
Net income available to common shareholders	$	1,986	$	1,544
Add: Provision for loan losses		2,119		1,450
Add: Provision for income taxes		1,562		1,038
Add: Dividends and discount accretion on preferred shares		529		542
Net operating income before provision, income taxes and dividends and discount accretion on preferred shares	$	6,196	$	4,574

Special Note Concerning Forward-Looking Statements

This document (including information incorporated by reference) contains, and future oral and written statements of the Company and its management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company.  Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions.  Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

35

 The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. The factors, which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries are detailed in the “Risk Factors” section included under Item 1A of Part I of the Company’s Form 10-K for the year ended December 31, 2011.  In addition to the risk factors described in that section, there are other factors that may impact any public company, including ours, which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries.  These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Critical Accounting Policies

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions.  We believe that the most critical accounting policies upon which our financial condition and results of operation depend, and which involve the most complex subjective decisions or assessments, are included in the discussion entitled “Critical Accounting Policies” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and all amendments thereto, as filed with the Securities and Exchange Commission.  There are no material changes to the critical accounting policies disclosed in the Annual Report on Form 10-K.

Overview

The Company’s net income increased $429 thousand (20.6%) from $2.1 million in the first quarter of 2011 to $2.5 million in the first quarter of 2012.  Net income available to common shareholders also increased $442 thousand (28.6%) from $1.5 million in the first quarter of 2011 to $2.0 million in the first quarter of 2012.  The increase in net income was mainly due to an increase in net interest income of $832 thousand (6.2%), which was partially offset by an increase in provision for loan loss of $669 thousand (46.1%).

The national and state economies continue to be depressed relative to historical comparisons.  The Company continues to experience challenges in its loan portfolio, with higher levels of non-performing loans and foreclosed properties.  In response to these challenges, and to proactively position the Company to meet these challenges, we have continued to reduce our concentrations in non-owner occupied commercial real estate and construction real estate portfolios, increased capital by managing growth and restricting dividends.

Regulatory Proceedings Against the Bank.  As previously disclosed, the Bank and the OCC entered into a written agreement (the “Agreement”) on January 26, 2010.  On April 4, 2012, the Bank was released from the formal agreement, having fully addressed its provisions, as disclosed in the Company’s Current Report on Form 8-K filed on April 11, 2012 with the SEC.

36

Results of Operations

General. The Company experienced net operating income before provision for income taxes, provision for loan losses and dividends and discount accretion on preferred shares of $6.2 million during the first quarter of 2012, an increase of $1.6 million (35.5%) from $4.6 million during the same period in 2011.  Net income available to common shareholders for the first quarter of 2012 increased to $2.0 million or $0.31 per share, compared to $1.5 million or $0.24 per share for the same period in 2011, an increase of $442 thousand (28.6%) in net income available to common shareholders and an increase in earnings per share of $0.07 (29.28%).  The increase in net income available to common shareholders was primarily due to an increase in net interest income of $832 thousand (6.2%), an increase in non-interest income of $398 thousand (10.4%) and a decrease in non-interest expense of $392 thousand (3.1%).  Net interest income increased primarily due to a decrease in interest expense, due to lower interest rates, which generally remain at historically low levels.  Non-interest income increased primarily due to an increase in net gain on the sale of loans (due to a higher volume of loans sold at higher gains), which was partially offset by a decrease in the net gain on the sale of securities (due to no securities being sold in 2012).

The profitability of the Company’s operations depends primarily on its net interest income, which is the difference between total interest earned on interest-earning assets and total interest paid on interest-bearing liabilities.  The Company’s net income is also affected by its provision for loan losses as well as other income and other expenses.  The provision for loan losses reflects the amount management believes to be adequate to cover probable incurred credit losses in the loan portfolio. The provision for loan losses reflects the amount during the period that management believes is necessary to fund the allowance for loan losses to be at a level to adequately cover probable credit losses in the loan portfolio. Non-interest income or other income consists of mortgage loan servicing fees, trust fees, loan and other fees, service charges on deposits, gain on sale of loans, gain on sale of securities, title insurance premiums and other operating income.  Other expenses include salaries and employee benefits, occupancy expenses, data processing expenses, marketing, amortization and valuation of mortgage servicing rights, amortization and valuation of other intangible assets, supplies expense, loss on sale and valuation allowances on other real estate owned, postage, bankcard and ATM network fees, legal, professional and accounting fees, FDIC insurance premiums, collection expenses and other expenses.

The amount of net interest income is affected by changes in the volume and mix of interest-earning assets, the level of interest rates earned on those assets, the volume and mix of interest-bearing liabilities, and the level of interest rates paid on those interest-bearing liabilities.  The provision for loan losses is dependent on changes in the loan portfolio and management’s assessment of the collectability of the loan portfolio, as well as economic and market conditions.  Other income and other expenses are impacted by growth of operations and growth in the number of accounts through both acquisitions and core banking business growth.  Growth in operations affects other expenses as a result of additional employees, branch facilities and promotional marketing expenses.  Growth in the number of accounts affects other income including service fees as well as other expenses such as computer services, supplies, postage, telecommunications and other miscellaneous expenses.

37

Net Interest Income. The following table presents, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, and the resultant costs, expressed both in dollars and rates.

	Three Months Ended March 31,
	2012							2011
	Average Balance		Interest		Yield/ Rate			Average Balance		Interest		Yield/ Rate
	(Dollars in thousands)
Interest-earning Assets:
Loans(1)	$	1,235,217	$	16,176		5.27	%	$	1,191,536	$	15,737		5.36	%
Taxable investment securities		124,614		515		1.66			125,895		718		2.31
Investment securities exempt from federal income taxes (2)		16,573		270		6.55			32,768		459		5.68
Federal funds sold and securities purchased under resell agreements		12,366		33		1.07			226		-		-
Other interest-bearing deposits		69,267		40		0.23			89,958		54		0.24
Investment in unconsolidated trust subsidiaries		1,116		17		6.13			1,116		22		7.99
Equity investments that do not have readily determinable fair values		4,104		35		3.43			4,855		35		2.92
Total interest-earning assets		1,463,257		17,086		4.70			1,446,354		17,025		4.77
Non-interest-earning assets		67,740							82,569
Total assets	$	1,530,997						$	1,528,923
Interest-bearing Liabilities:
Deposits:
NOW deposits	$	139,332	$	74		0.21	%	$	126,929	$	49		0.16	%
Money market deposits		248,100		107		0.17			253,452		120		0.19
Savings deposits		314,293		130		0.17			311,193		126		0.16
Time deposits over $100,000		274,111		965		1.42			327,966		1,274		1.58
Time deposits under $100,000		201,976		595		1.18			208,448		784		1.53
Short-term borrowings, including ESOP borrowings under 1 year		-		-		-			7,246		40		2.24
Long-term borrowings, including ESOP borrowings over 1 year		22,300		189		3.41			25,078		214		3.46
Long-term capital lease obligations		2,211		67		12.19			2,211		67		12.29
Junior subordinated debt owed to unconsolidated trusts		37,116		571		6.19			37,116		723		7.90
Total interest-bearing liabilities		1,239,439		2,698		0.88			1,299,639		3,397		1.06
Demand deposits--non-interest-bearing		67,384							53,713
Other non-interest-bearing liabilities		96,717							50,806
Stockholders' equity, including stock owned by ESOP		127,457							124,765
Total liabilities and stockholders equity	$	1,530,997						$	1,528,923
Net interest income on a fully tax-equivalent basis/interest rate spread(3)			$	14,388		3.82	%			$	13,628		3.71	%
Net interest margin on a fully tax-equivalent basis(4)						3.95	%						3.82	%
Net interest margin(4)						3.93	%						3.77	%

(1) Average loans include non-accrual loans of $61.5 million and $55.1 million for the three months ended March 31, 2012 and 2011, respectively.  Interest income includes loan origination fees of $619 thousand and $407 thousand for the three months ended March 31, 2012 and 2011, respectively.

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(2) Non-taxable investment income is presented on a fully tax-equivalent basis, adjusting for federal and state exemption of interest income and certain other permanent tax differences.

(3) Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities and is presented on a fully tax-equivalent basis.

(4) Net interest margin represents net interest income as a percentage of average interest-earning assets.

For the first quarter of 2012, net interest income on a fully tax-equivalent basis increased $760 thousand (5.6%) compared to the first quarter of 2011, increasing from $13.6 million in 2011 to $14.4 million in 2012.  The increase in net interest income on a fully tax-equivalent basis resulted from a decrease in interest expense of $699 thousand (20.6%) and an increase in interest income on a fully tax-equivalent basis of $61 thousand (0.4%).  Interest expense decreased mainly due to a decrease in the cost of these liabilities of 18 basis points, which accounted for a drop of $418 thousand in interest expense.  Average interest-bearing liabilities also decreased between the two dates by $60.2 million (4.6%), which accounted for a drop of $281 thousand in interest expense.  Interest income on a fully tax-equivalent basis increased mainly due to an increase in average interest-earning assets of $16.9 million (1.2%), accounting for an increase in interest income on a fully tax-equivalent basis of $299 thousand.  This was partially offset by a decrease in the yield on interest-earning assets of 7 basis points, which accounted for a decrease in interest income on a fully tax-equivalent basis of $238 thousand.  The net interest margin expressed on a fully tax-equivalent basis increased 13 basis points to 3.95% for the quarter ended March 31, 2012 from 3.82% for the quarter ended March 31, 2011.

The following table reconciles net interest income on a fully tax-equivalent basis for the periods presented.

	Three Months Ended March 31,
	2012		2011
	(In thousands)
Net interest income	$	14,282	$	13,450
Tax-equivalent adjustment to net interest income		106		178
Net interest income, fully tax-equivalent basis	$	14,388	$	13,628

Volume, Mix and Rate Analysis of Net Interest Income. The following table presents the extent to which changes in volume, changes in interest rates, and changes in the interest rates times the changes in volume of interest-earning assets and interest-bearing liabilities have affected the Company’s interest income and interest expense between the three months ended March 31, 2012 and 2011. Information is provided on changes in each category due to (i) changes attributable to changes in volume (change in volume times the prior period interest rate), (ii) changes attributable to changes in interest rate (changes in rate times the prior period volume) and (iii) changes attributable to changes in rate/volume (changes in interest rate times changes in volume).  Changes attributable to the combined impact of volume and rate have been allocated proportionally to the changes due to volume and the changes due to rate.

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	Three Months Ended March 31,
	2012 Compared to 2011
	Change Due to Volume			Change Due to Rate			Total Change
	(In thousands)
Interest-earning Assets:
Loans	$	573		$	(134	)	$	439
Taxable investment securities		(7	)		(196	)		(203	)
Investment securities exempt from federal income taxes(1)		(255	)		66			(189	)
Federal funds sold and securities purchased under resell agreements		-			33			33
Other interest bearing deposits		(12	)		(2	)		(14	)
Investment in unconsolidated trust subsidiaries		-			(5	)		(5	)
Total increase (decrease) in interest income	$	299		$	(238	)	$	61
Interest-bearing Liabilities:
Now deposits	$	5		$	20		$	25
Money market deposits		(3	)		(10	)		(13	)
Savings deposits		1			3			4
Time deposits over $100,000		(197	)		(112	)		(309	)
Time deposits under $100,000		(23	)		(166	)		(189	)
Short-term borrowings, including ESOP borrowings under 1 year		(40	)		-			(40	)
Long-term borrowings, including ESOP borrowings over 1 year		(24	)		(1	)		(25	)
Junior subordinated debt owed to unconsolidated trusts		-			(152	)		(152	)
Total (decrease) in interest expense	$	(281	)	$	(418	)	$	(699	)
Increase in net interest income	$	580		$	180		$	760

____________________

(1) Non-taxable investment income is presented on a fully tax-equivalent basis, adjusting for federal and state exemption of interest income and certain other permanent income tax differences.

Other Income. Changes in other income between the three months ended March 31, 2012 and 2011 were as follows:

	Three Months Ended March 31,
	2012			2011			Net Difference
	(In thousands)
Other income:
Mortgage loan servicing fees	$	646		$	667		$	(21	)
Trust and investment services fees		497			460			37
Loan and other fees		832			813			19
Service charges on deposits		381			383			(2	)
Net gain on sale of loans		1,686			1,280			406
Net gain on sale of securities		-			171			(171	)
Title insurance premiums		256			164			92
(Loss) on venture capital investments		(229	)		(225	)		(4	)
Other operating income		147			105			42
	$	4,216		$	3,818		$	398

40

In the first quarter of 2012, other income increased from the first quarter of 2011 by $398 thousand (10.4%), from $3.8 million in 2011 to $4.2 million in 2012.  Net gain on the sale of loans increased $406 thousand (31.7%) primarily due to an increase in the volume of loans sold from the first quarter of 2011 to the first quarter of 2012, as well as an increased premium received per loan.  There was also an increase in title insurance premiums of $92 thousand (56.1%) from the first quarter of 2011 to the first quarter of 2012 due to an increase in the volume of policies underwritten.  Both the increase in the volume of loans sold and the increase in title insurance policies written were due to an increase in refinance activity, driven by historically low interest rates.  These items were partially offset by a decrease in the gain in the sale of securities of $171 thousand (there were no such gains in the first quarter of 2012 as no securities were sold during that period).

Other Expenses. Changes in other expenses between the three months ended March 31, 2012 and 2011 were as follows:

	Three Months Ended March 31,
	2012			2011		Net difference
	(In thousands)
Other expenses:
Salaries and employee benefits	$	6,207		$	5,501	$	706
Occupancy		964			934		30
Data processing		930			788		142
Marketing		398			455		(57	)
Amortization and valuation of mortgage servicing rights		(167	)		303		(470	)
Amortization and valuation of other intangible assets		-			163		(163	)
Supplies		199			361		(162	)
Loss on sale and valuation allowances on other real estate owned		960			658		302
Postage		225			177		48
Bankcard and ATM network fees		354			343		11
Legal, professional and accounting fees		863			725		138
FDIC insurance premiums		500			761		(261	)
Collection expenses		738			434		304
Repossession and fraud losses		32			52		(20	)
Other		99			1,039		(940	)
	$	12,302		$	12,694	$	(392	)

For the first quarter of 2012, other expenses decreased $392 thousand (3.1%), decreasing to $12.3 million from $12.7 million in the first quarter of 2011.  Other non-interest expenses decreased $940 thousand (90.5%) mainly due a change in the expenses associated with the valuation of interest rate contracts (See Item 1, Financial Statements—Note 15, Derivative Financial Instruments in this Form 10-Q for more details).  In addition, the amortization and valuation of mortgage servicing rights decreased from an expense of $303 thousand to a recovery of $167 thousand (a decrease of $470 thousand or 155.1%), primarily due to a decrease in the valuation allowance associated with these servicing rights, due to an increase in interest rates at the very end of the period.  FDIC insurance premiums decreased $261 thousand (34.3%) primarily due to a decrease in the assessment rate used by the FDIC to calculate the Bank’s premiums due to an increase in the Bank’s capital ratios.  Partially offsetting these items was an increase in salaries and employee benefits of $706 thousand (12.8%) mainly due to the hiring of additional staff between the two periods as well as merit increases in pay.  Collection expenses increased $304 thousand (70.0%) primarily due to an increase in costs associated with managing foreclosed properties and other expenses related to collecting on real estate collateralized loans.  Loss on sale and valuation allowances on other real estate owned increased $302 thousand (45.9%) primarily due to a higher volume of write-downs and sales of other real estate owned during 2012 compared to 2011.

41

Income Taxes. In the first quarter of 2012, provision for income tax expense increased $524 thousand (50.5%) from the first quarter of 2011, from $1.0 million in 2011 to $1.6 million in 2012.  This was primarily due to greater pretax earnings in the first quarter of 2012 compared to the first quarter of 2011.  The effective tax rate increased from 33.2% to 38.3% between the two periods.  The main reason for this increase in effective tax rate was due to a decrease in tax-exempt income from 2011 to 2012.

Financial Condition

General. Total assets at March 31, 2012, were $1.5 billion, an increase of $23.1 million (1.5%) from December 31, 2011.  Cash and cash equivalents increased $23.9 million (28.9%) and net loans increased $14.4 million (1.2%).  Partially offsetting these increases were decreases in investment securities of $8.5 million (5.8%) and a decrease in loans held for sale of $4.6 million (20.5%).  Other real estate owned decreased $7.0 million (31.8%) as sales of foreclosed assets outpaced new foreclosures.  Much of this increase in total assets corresponded with an increase in deposits of $22.5 million (1.7%).  Total liabilities increased $21.2 million (1.5%) during the first three months of 2012, largely due to this increase in total deposits.  Stockholders' equity (including stock owned by the ESOP) increased by $1.9 million (1.5%) mainly due to an increase in retained earnings, less common and preferred dividends declared.

Investment Securities. The primary purposes of the investment portfolio are to provide a source of earnings for the purpose of managing liquidity, to provide collateral to pledge against public deposits and to manage interest rate risk.  In managing the portfolio, the Company seeks to obtain the objectives of safety of principal, liquidity, diversification and maximized return on funds.  For an additional discussion with respect to these matters, see “Liquidity and Sources of Capital” below and “Asset Liability Management” under Item 3 of this Form 10-Q.

The following tables set forth the amortized cost and fair value of the Company’s securities by accounting classification category and by type of security as indicated.

	At March 31, 2012				At December 31, 2011				At March 31, 2011
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Securities Available for Sale:
U.S. Government sponsored agencies	$	62,355	$	62,526	$	60,350	$	60,575	$	32,346	$	32,494
States and political subdivisions		5,609		5,670		5,960		6,030		22,454		23,035
Residential mortgage-backed securities		58,783		58,141		68,632		68,106		78,892		79,199
Total securities available for sale	$	126,747	$	126,337	$	134,942	$	134,711	$	133,692	$	134,728
Securities Held to Maturity:
States and political subdivisions	$	10,695	$	11,714	$	10,779	$	11,879	$	11,026	$	10,786
Total securities held to maturity	$	10,695	$	11,714	$	10,779	$	11,879	$	11,026	$	10,786
Other securities:
Non-marketable equity securities (including FRB and FHLB stock)	$	7,415	$	7,415	$	7,997	$	7,997	$	8,102	$	8,102
Investment in unconsolidated trusts		1,116		1,116		1,116		1,116		1,116		1,116
Total other securities	$	8,531	$	8,531	$	9,113	$	9,113	$	9,218	$	9,218

42

The Company had a total of $58.8 million in residential Mortgage Backed Securities (MBSs) as of March 31, 2012.  All of these MBSs were private label issues or issued by U.S. Government-sponsored agencies and were considered “Investment Grade” (rating of “BBB” or higher).  At the time of purchase, the ratings of these securities ranged from AAA to Aaa.  As of March 31, 2012, the ratings of these securities ranged from AAA to A1.  At the time of purchase and on a monthly basis, the Company reviews these securities for impairment on an other-than-temporary basis.  As of March 31, 2012, none of these securities were deemed to have other than temporary impairment. The Company continues to closely monitor the performance and ratings of these securities.

Loan Portfolio. The following tables set forth the composition of the loan portfolio:

	At March 31, 2012						At December 31, 2011						At March 31, 2011
	Amount			Percent			Amount			Percent			Amount			Percent
	(Dollars in thousands)
Commercial	$	169,262			13.73	%	$	163,115			13.39	%	$	145,559			12.25	%
Commercial real estate		455,316			36.95			448,991			36.84			423,820			35.67
Residential real estate		383,301			31.10			385,404			31.63			401,036			33.75
Construction real estate		161,129			13.07			161,803			13.28			168,835			14.21
Installment and other		63,436			5.15			59,257			4.86			48,922			4.12
Total loans		1,232,444			100.00			1,218,570			100.00			1,188,172			100.00
Unearned income		(2,820	)					(2,713	)					(2,268	)
Gross loans		1,229,624						1,215,857						1,185,904
Allowance for loan losses		(27,262	)					(27,909	)					(28,384	)
Net loans	$	1,202,362					$	1,187,948					$	1,157,520

Total loans increased $14.4 million (1.2%) from December 31, 2011 to March 31, 2012, remaining at $1.2 billion.  The increase was primarily in the commercial real estate and commercial loan portfolios, which was partially offset by a decrease in the residential real estate portfolio.  Specific risks inherent in the large concentrations of real estate loans are discussed in Item 1A of Part I of the Company’s Form 10-K for the year ending December 31, 2011 filed with the SEC on March 15, 2012.

Asset Quality. The following table sets forth the amounts of non-performing loans and non-performing assets at the dates indicated:

	At March 31,			At December 31,			At March 31,
	2012			2011			2011
	(Dollars in thousands)
Non-accruing loans	$	54,753		$	59,469		$	61,667
Loans 90 days or more past due, still accruing interest		-			-			-
Total non-performing loans		54,753			59,469			61,667
Other real estate owned		15,575			14,139			21,218
Other repossessed assets		499			511			1,485
Total non-performing assets	$	70,827		$	74,119		$	84,370
Restructured loans, still accruing interest		11,720			11,220			7,081
Total non-performing loans to total loans		4.44	%		4.88	%		5.19	%
Allowance for loan losses to non-performing loans		50.76	%		46.93	%		46.03	%
Total non-performing assets to total assets		4.58	%		4.87	%		5.54	%

43

At March 31, 2012, total non-performing assets decreased $3.3 million (4.4%) to $70.8 million from $74.1 million at December 31, 2011, primarily due to a decrease in non-accruing loans of $4.7 million (7.9%), which was partially offset by an increase in other real estate owned of $1.4 million (10.2%).  Non-accruing loans decreased mainly due to a single large commercial real estate loan being paid off.  The increase in other real estate owned was primarily due to the foreclosure of a large construction loan and multiple residential loans.  Loans with specifically identified losses as of March 31, 2012 totaled $12.5 million, with a specific portion of the allowance for loan losses allocated to cover these estimated losses of $1.7 million.  As of March 31, 2012, all collateral-dependent impaired loans have been charged down to the value of the collateral, as determined by the Bank.  For further information, please see discussion in “Critical Accounting Policies –Allowance for Loan Losses” and “Results of Operations Income Statement Analysis” above.

At March 31, 2012 and December 31, 2011, included in impaired loans is one loan with a recorded investment of $16.0 million which is net of a participating bank's interest of $4.5 million.  The loan was originated in 2006 to finance the construction of a 146 unit retirement facility in Santa Fe.  During 2011, the borrower filed a voluntary Chapter 11 bankruptcy.  The borrower is seeking a purchaser for the property.  The Company's most recently available appraisal indicated a collateral value of $24.6 million.  The Company will obtain an updated appraisal in the second quarter of 2012.  During the most recent economic cycle, commercial real estate values have continued to fluctuate and actual sales values have, from time to time, materially differed from recent appraisals.  While the Company currently believes the record investment in this loan is supported by market conditions and the most recently available appraisal, the value of the property remains at risk to fluctuations from the commercial real estate market and if the market valuations trend downward, losses on the loan may be material.

Restructured loans are defined as those loans whose terms have been modified, because of a deterioration in the financial condition of the borrower, to provide for a reduction of either interest or principal; regardless of whether (i) such loans are secured or unsecured, (ii) such credits are guaranteed by the government or others, and (iii) of the effective interest rate on such credits.  Such a loan is considered restructured until paid in full.  However, a loan that is restructured with an interest rate similar to current market interest rates and is in compliance with the modified terms need not be reported as restructured beginning the year after the year in which it was restructured.  Total loans which were considered restructured as of March 31, 2012 and December 31, 2011 were $14.3 million and $14.2 million, respectively.  Of these, as of March 31, 2012, $11.7 million are still performing in accordance with modified terms and are considered performing loans.

Allowance for Loan Losses. Management believes the allowance for loan losses accounting policy is critical to the portrayal and understanding of the Company’s financial condition and results of operations.  As such, selection and application of this “critical accounting policy” involves judgments, estimates, and uncertainties that are susceptible to change.  In the event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of materially different financial condition or results of operations is a reasonable likelihood.  For further information, please see discussion in “Critical Accounting Policies –Allowance for Loan Losses.”

44

 The following table presents an analysis of the allowance for loan losses for the periods presented.

	Three Months Ended March 31,
	2012			2011
	(Dollars in thousands)
Balance at beginning of period	$	27,909		$	28,722
Provision for loan losses		2,119			1,450
Total charge-offs		(2,930	)		(2,022	)
Total recoveries		164			234
Net charge-offs		(2,766	)		(1,788	)
Balance at end of period	$	27,262		$	28,384
Gross loans at end of period	$	1,229,624		$	1,185,904
Ratio of allowance to total loans		2.21	%		2.29	%
Ratio of net charge-offs to average loans(1)		0.90	%		0.61	%

____________________

(1) Net charge-offs are annualized for the purposes of this calculation.

Net charge-offs for the three months ended March 31, 2012 totaled $2.8 million, an increase of $978 thousand (54.7%), from $1.8 million for the three months ended March 31, 2011.  The majority of the net charge-offs were residential real estate ($1.4 million), construction real estate ($897 thousand) and commercial ($324 thousand).  The increase in net charge-offs for the first quarter of 2012 compared to the same period in 2011 was primarily due to an increase in charge-offs in the construction real estate portfolio of $822 thousand.  The provision for loan losses increased $669 thousand (46.1%) based upon management’s estimate of the adequacy of the reserve for loan losses.  For further information, please see discussion in “Critical Accounting Policies -Allowance for Loan Losses” above.

The following table sets forth the allocation of the allowance for loan losses in each loan category for the periods presented and the percentage of loans in each category to total loans. An allocation for a loan classification is only for internal analysis of the adequacy of the allowance and is not an indication of expected or anticipated losses.

	At March 31, 2012					At December 31, 2011					At March 31, 2011
	Amount		Percent			Amount		Percent			Amount			Percent
	(Dollars in thousands)
Commercial	$	4,414		13.73	%	$	3,949		13.39	%	$	5,609			12.25	%
Commercial and residential real estate		14,255		68.05			13,735		68.47			12,125			69.42
Construction real estate		5,127		13.07			5,984		13.28			6,727			14.21
Installment and other		3,466		5.15			4,067		4.86			4,058			4.12
Unallocated		-		N/A			174		N/A			(135	)		N/A
Total	$	27,262		100.00	%	$	27,909		100.00	%	$	28,384			100.00	%

45

The allowance for loan losses decreased $647 thousand (2.3%) from December 31, 2011 to March 31, 2012.  This was mainly due to a decrease in the portion allocated to construction real estate loans, a decrease in installment and other loans, a decrease in construction real estate loans, and a decrease in the portion allocated to commercial loans.  The allocation for construction real estate loans decreased $897 thousand (16.7%) mainly due to a decrease in the allocation for historical loss experience (based on regression analysis) of $1.5 million.   The allocation for installment and other loans decreased $420 thousand (11.2%), mainly due to a decrease in the allocation for historical loss experience (based on regression analysis) of $386 thousand, and a decrease in the allocation for qualitative factors of $34 thousand.  These decreases were partially offset by an increase in the allocation for commercial and residential real estate of $483 thousand (5.8%), mainly due to an increase in the allocation for historical loss experience of $195 thousand and an increase in the allocation for qualitative factors of $288 thousand.

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the original contractual terms of the loan agreement, including both principal and interest.  The impairment amount of the loan is equal to the recorded investment in the loan less the net fair value.  The Bank generally uses one of three methods to measure impairment: the fair value of the collateral less disposition costs, the present value of expected future cash flows method, or the observable market price of a loan method.  The impairment amount above collateral value is charged to the allowance for loan and lease losses in the quarter it is identified.  Total loans which were deemed to have been impaired, including both performing and non-performing loans, as of March 31, 2012 were $66.5 million.  Impaired loans that are deemed collateral dependent have been charged down to the value of the collateral (based upon the most recent valuations), less estimated disposition costs, so there are no specifically identified losses allocated in the allowance for loan losses.  Impaired loans valued at the present value of expected future cash flows had a total of $1.6 million allocated in the allowance for loan losses as of March 31, 2012.

The Bank anticipates the volume of outstanding commercial real estate and construction loans to remain relatively unchanged in accordance with the Bank’s established policy.  Overall, management’s outlook for the New Mexico economy for 2012 is expected to be a slow recovery.  Over-the-year employment growth was 0.1%, but is expected to be 1.1% in the second quarter and 1.5% in the third and fourth quarters of 2012, and accelerate modestly from 2013-2016.  Housing construction overall has remained depressed throughout 2011 and is expected to recover slightly by the end of 2012.

Additions to the allowance for loan losses, which are charged to earnings through the provision for loan losses, are determined based on a variety of factors, as indicated above.  Although the Company believes the allowance for loan losses is sufficient to cover probable losses inherent in the loan portfolio, there can be no assurance that the allowance will prove sufficient to cover actual loan losses.

Potential Problem Loans. The Company utilizes an internal asset classification system as a means of reporting problem and potential problem assets.  At Board of Directors meetings each quarter, a list of total adversely classified assets is presented showing OREO, other repossessed assets, and all loans listed as “Substandard,” “Doubtful” and “Loss.”  All non-accrual loans are classed either as “Substandard” or “Doubtful” and are thus included in total adversely classified assets.  A separate watch list of loans classified as “Special Mention” is also presented.  An asset is classified Substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Substandard assets have well-defined weaknesses that jeopardize liquidation of the debt and there is a distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.  Assets classified as Doubtful have all the weaknesses inherent in those classified Substandard, but weaknesses are so pronounced that collection or liquidation is highly questionable and improbable.  Assets classified as Loss are those considered uncollectible and viewed as non-bankable assets worthy of charge-off. Special Mention Assets are those that have potential weaknesses that deserve management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date.

46

The Company’s determinations as to the classification of its assets and the amount of its valuation allowances are subject to review by the Bank’s primary regulators, which can order the establishment of additional general or specific loss allowances.  The OCC, in conjunction with the other federal banking agencies, has adopted an interagency policy statement on the allowance for loan losses.  The policy statement provides guidance for financial institutions on both the responsibilities of management for the assessment and establishment of adequate allowances and guidance for banking agency examiners to use in determining the adequacy of general valuation guidelines.  Generally, the policy statement recommends that (i) institutions have effective systems and controls to identify, monitor and address asset quality problems; (ii) management analyze all significant factors that affect the collectability of the portfolio in a reasonable manner; and (iii) management establish acceptable allowance evaluation processes that meet the objectives set forth in the policy statement. Management believes it has established an adequate allowance for probable loan losses.  The Company analyzes its process regularly with modifications made as necessary and reports those results quarterly at Board of Directors meetings.  However, there can be no assurance that regulators, in reviewing the Company’s loan portfolio, will not request the Company to materially increase its allowance for loan losses.  Although management believes that adequate specific and general loan loss allowances have been established, actual losses are dependent upon future events and, as such, further additions to the level of specific and general loan loss allowances may become necessary.

The following table shows the amounts of adversely classified assets and special mention loans (not already counted in non-performing loans above) as of the periods indicated.

	At March 31, 2012		At December 31,2011		At March 31, 2011
	(In thousands)
Performing loans classified as:
Substandard	$	26,252	$	23,365	$	16,433
Doubtful		-		-		-
Total performing adversely classified loans	$	26,252	$	23,365	$	16,433
Special mention loans	$	10,429	$	14,139	$	1,641

Total performing adversely classified loans increased $2.8 million (12.4%) from December 31, 2011 to December 31, 2012.  This was primarily due to a decrease in classified commercial real estate loans of $17.8 million (142.3%) and, which was largely offset by increases in classified construction real estate loans of $19 million (479.9%).  Performing classified construction loans decreased largely due to the placing of two large loans on non-accrual status.  Performing classified commercial non-real estate loans increased primarily due to the downgrading of a single large commercial loan.  Performing classified commercial real estate loans increased primarily due to the downgrading of a single commercial real estate loan.  Performing classified residential real estate decreased primarily due to the downgrading of two separate residential credits.  Special mention loans decreased $3.7 million (35.5%) between December 31, 2011 and March 31, 2012, primarily due the downgrading of five larger commercial credits in the residential development for infrastructure concentration and downgrading of three larger commercial credits in the business property and office building concentrations.  As of March 31, 2012, the underlying collateral was deemed adequate such that no impairment was required to be recognized.

Management carefully monitors the adversely classified assets it has in its portfolio.  Although we do not have direct exposure from subprime mortgages, we have significant concentrations in real estate lending (through construction, residential and commercial loans).  Though the New Mexico real estate environment is currently more favorable than many areas of the nation, real estate values have fallen and there are concerns that such values will stagnate or continue to fall within our market areas.  As a result, we will continue to closely monitor market conditions, our loan portfolio and make any adjustments to our allowance for loan losses deemed necessary to adequately provide for our exposure in these areas.

47

Sources of Funds

Liquidity and Sources of Capital

The Company’s cash flows are comprised of three classifications: cash flows from operating activities, cash flows from investing activities and cash flows from financing activities.  Net cash provided by operating activities was $14.9 million and $27.8 million for the three months ended March 31, 2012 and March 31, 2011, respectively, a decrease in cash provided of $12.9 million between the two periods.  This decrease was primarily due to an increase in the cash used in the origination of loans held for sale of $32.8 million, which was partially offset by an increase in the cash provided by the sale of loans held for sale of $17.7 million.  Net cash (used in) provided by investing activities was $(12.0) million and $28.9 million for the three months ended March 31, 2012 and March 31, 2011, respectively.  The $40.9 million decrease in cash provided by investing activities was largely due to an increase in the cash used in the funding of loans (net of repayments) of $19.3 million, a decrease in cash provided by the maturity and paydowns of investment securities of $11.5 million and a decrease in cash provided by the sale of investment securities of $4.4 million.  Net cash provided by (used in) financing activities was $21.0 million and $43.0 million for the three months ended March 31, 2012 and March 31, 2011, respectively.  The $64.1 million increase in cash provided by financing activities, between March 31, 2011 and March 31, 2012, was mainly due to an increase in cash provided by deposits of $64.4 million.

The most significant change in deposits from December 31, 2011 to March 31, 2012 occurred in MMDA accounts (increasing $151.1 million), which was offset by decreases in NOW accounts ($90.8 million), demand deposits ($45.8 million), time deposits over $100,000 ($1.9 million) and other time deposits ($1.5 million).  Savings deposits also increased by $11.4 million.

In the event that additional short-term liquidity is needed, we have established relationships with several large regional banks to provide short-term borrowings in the form of federal funds purchases.  We have borrowed at various points of time $50.0 million for a short period (15 to 60 days) from these banks on a collective basis.  Management believes that we will be able to continue to borrow federal funds from our correspondent banks in the future.  Additionally, we are a member of the FHLB and, as of March 31, 2012, we had the ability to borrow from the FHLB up to a total of $311.2 million in additional funds.  We also may borrow through the Federal Reserve Bank’s discount window up to a total of $136.9 million on a short-term basis.  As a contingency plan for significant funding needs, the Asset/Liability Management committee may also consider the sale of investment securities, selling securities under agreement to repurchase, sale of certain loans and/or the temporary curtailment of lending activities.

At March 31, 2012, Trinity’s total risk-based capital ratio was 14.88%, the Tier 1 capital to risk-weighted assets ratio was 13.62%, and the Tier 1 capital to adjusted average assets ratio was 10.66%.  At December 31, 2011, Trinity’s total risk-based capital ratio was 14.72%, the Tier 1 capital to risk-weighted assets ratio was 13.46%, and the Tier 1 capital to average assets ratio was 10.68%.

At March 31, 2012, the Bank’s total risk-based capital ratio was 14.55%, the Tier 1 capital to risk-weighted assets ratio was 13.28%, and the Tier 1 capital to adjusted average assets ratio was 10.39%.  At December 31, 2011, the Bank’s total risk-based capital ratio was 14.32%, the Tier 1 capital to risk-weighted assets ratio was 13.05%, and the Tier 1 capital to adjusted average assets ratio was 10.36%.  The Bank exceeded the general minimum regulatory requirements to be considered “well-capitalized” under Federal Deposit Insurance Corporation regulations at March 31, 2012 and December 31, 2011.

At March 31, 2012 and December 31, 2011, Trinity’s book value per common share was $14.27 and $13.98, respectively.

48

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Asset Liability Management

Our net interest income is subject to “interest rate risk” to the extent that it can vary based on changes in the general level of interest rates.  It is our policy to maintain an acceptable level of interest rate risk over a range of possible changes in interest rates while remaining responsive to market demand for loan and deposit products.  The strategy we employ to manage our interest rate risk is to measure our risk using an asset/liability simulation model and adjust the maturity of securities in its investment portfolio to manage that risk.

Interest rate risk can also be measured by analyzing the extent to which the repricing of assets and liabilities are mismatched to create an interest sensitivity “gap.”  An asset or liability is considered to be interest rate sensitive within a specific time period if it will mature or reprice within that time period.  The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same time period.  A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities.  A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets.  During a period of rising interest rates, therefore, a negative gap would tend to adversely affect net interest income.  Conversely, during a period of falling interest rates, a negative gap position would tend to result in an increase in net interest income. 

 The following tables set forth the amounts of interest-earning assets and interest-bearing liabilities outstanding at March 31, 2012, which we anticipate, based upon certain assumptions, to reprice or mature in each of the future time periods shown.  Except as stated below, the amount of assets and liabilities shown which reprice or mature during a particular period were determined based on the earlier of the term to repricing or the term to repayment of the asset or liability.  These tables are intended to provide an approximation of the projected repricing of assets and liabilities at March 31, 2012 on the basis of contractual maturities and scheduled rate adjustments within a three-month period and subsequent selected time intervals.  The loan amounts in the table reflect principal balances expected to be reinvested and/or repriced as a result of contractual amortization and rate adjustments on adjustable-rate loans.  The contractual maturities and amortization of loans and investment securities reflect modest prepayment assumptions.  While NOW, money market and savings deposit accounts have adjustable rates, it is assumed that the interest rates on these accounts will not adjust immediately to changes in other interest rates.  Therefore, the table is calculated assuming that these accounts will reprice based upon an historical analysis of decay rates of these particular accounts, with repricing assigned to these accounts from 1 to 10 months.

49

	Time to Maturity or Repricing
As of March 31, 2012:	0-90 Days			91-365 Days			1-5 Years			Over 5 Years			Total
	(Dollars in thousands)
Interest-earning Assets:
Loans	$	587,129		$	404,252		$	184,616		$	53,627		$	1,229,624
Loans held for sale		17,929			-			-			-			17,929
Investment securities		5,442			27,611			64,667			43,276			140,996
Securities purchased under agreements to resell		13,326			-			-			-			13,326
Interest-bearing deposits with banks		73,665			-			1,984			-			75,649
Investment in unconsolidated trusts		496			-			-			620			1,116
Total interest-earning assets	$	697,987		$	431,863		$	251,267		$	97,523		$	1,478,640
Interest-bearing Liabilities:
NOW deposits	$	37,437		$	68,459		$	-		$	-		$	105,896
Money market deposits		107,953			183,105			-			-			291,058
Savings deposits		130,947			188,520			-			-			319,467
Time deposits over $100,000		53,849			123,602			86,001			9,787			273,239
Time deposits under $100,000		47,666			107,107			44,718			1,764			201,255
Long-term borrowings		-			-			20,000			2,300			22,300
Capital lease obligations		-			-			2,211			-			2,211
Junior subordinated debt owed to unconsolidated trusts		16,496			-			-			20,620			37,116
Total interest-bearing liabilities	$	394,348		$	670,793		$	152,930		$	34,471		$	1,252,542
Rate sensitive assets (RSA)	$	697,987		$	1,129,850		$	1,381,117		$	1,478,640			1,478,640
Rate sensitive liabilities (RSL)		394,348			1,065,141			1,218,071			1,252,542			1,252,542
Cumulative GAP (GAP=RSA-RSL)		303,639			64,709			163,046			226,098			226,098
RSA/Total assets		45.13	%		73.05	%		89.30	%		95.61	%		95.61	%
RSL/Total assets		25.50	%		68.87	%		78.76	%		80.99	%		80.99	%
GAP/Total assets		19.63	%		4.18	%		10.54	%		14.62	%		14.62	%
GAP/RSA		43.50	%		5.73	%		11.81	%		15.29	%		15.29	%

Certain shortcomings are inherent in the method of analysis presented in the foregoing table.  For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates.  Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets may lag behind changes in market rates.  Additionally, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table.  Therefore, we do not rely solely on a gap analysis to manage our interest rate risk, but rather we use what we believe to be the more reliable simulation model relating to changes in net interest income.

50

Based on simulation modeling at March 31, 2012 and December 31, 2011, our net interest income would change over a one-year time period due to changes in interest rates as follows:

Change in Net Interest Income over One Year Horizon

			At March 31, 2012						At December 31, 2011
Changes in Levels of Interest Rates			Dollar Change			Percent Change			Dollar Change			Percent Change
(Dollars in thousands)
	+2.00	%	$	(3,664	)		(6.78	)%	$	(4,272	)		(7.82	)%
	+1.00			(3,701	)		(6.85	)		(3,502	)		(6.41	)
	(1.00	)		27			0.05			16			0.03
	(2.00	)		16			0.03			5			0.01

Our simulations used assume the following:

1. Changes in interest rates are immediate.

2. It is our policy that interest rate exposure due to a 2% interest rate rise or fall be limited to 15% of our annual net interest income, as forecasted by the simulation model.  As demonstrated by the table above, our interest rate risk exposure was within this policy at March 31, 2012.

Changes in net interest income between the periods above reflect changes in the composition of interest-earning assets and interest-bearing liabilities, related interest rates, repricing frequencies, and the fixed or variable characteristics of the interest-earning assets and interest-bearing liabilities.  Projections of income given by the model are not actual predictions, but rather show our relative interest rate risk.  Actual interest income may vary from model projections.  Note that significant declines in interest rates from the current levels are unlikely or impossible as this would result in negative interest rates.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the board of directors and to ensure that information that is required to be disclosed in reports we file with the SEC is properly and timely recorded, processed, summarized and reported.  A review and evaluation was performed by our management, including the Company’s Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2012 pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934.  Based upon and as of the date of that review and evaluation, the CEO and CFO have concluded that our current disclosure controls and procedures were effective as of March 31, 2012.

Changes in Internal Control over Financial Reporting.

There have been no changes to the Company’s internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its subsidiaries were not involved in any pending legal proceedings, other than routine legal proceedings occurring in the normal course of business, which, in the opinion of management, in the aggregate, would be material to the Company's consolidated financial condition. 

Item 1A. Risk Factors

In addition to the other information in this Quarterly Report on Form 10-Q, shareholders or prospective investors should carefully consider the risk factors disclosed in Item 1A to Part I of Trinity’s Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on March 15, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the first quarter of 2012, we made no repurchases or unregistered sales of any class of our equity securities.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosure

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)

31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)

32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101* Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets at March 31, 2012 and December 31, 2011; (ii) Consolidated Statements of Income for the three months ended March 31, 2012 and March 31, 2011; (iii) Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and March 31, 2011; (iv) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2012 and March 31, 2011; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.

* As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liability under those sections.

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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.

	TRINITY CAPITAL CORPORATION
Date: May 10, 2012	By:	/s/ WILLIAM C. ENLOE
		William C. Enloe
		President and Chief Executive Officer
Date: May 10, 2012	By:	/s/ DANIEL R. BARTHOLOMEW
		Daniel R. Bartholomew
		Chief Financial Officer

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