		Page
Forward Looking Statements		3
PART I - FINANCIAL INFORMATION
Item 1	Financial Statements	4
	Notes to Unaudited Consolidated Financial Statements	9
	Financial Summary	29
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3	Quantitative and Qualitative Disclosures about Market Risk	5150
Item 4	Controls and Procedures	51
PART II - OTHER INFORMATION
Item 1	Legal Proceedings	51
Item 1A	Risk Factors	51
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	5251
Item 3	Defaults upon Senior Securities	52
Item 4	Mine Safety Disclosures	52
Item 5	Other Information	5352
Item 6	Exhibits	5352
Signatures		5453
Exhibit Index		5554
Exhibit 31.1 - Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)		5655
Exhibit 31.2 - Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)		5756
Exhibit 32.1 - Certification of Chief Executive Officer Required by 18 U.S.C. Section 1350		5857
Exhibit 32.2 - Certification of Chief Financial Officer Required by 18 U.S.C. Section 1350		5958

- 2 -

~~-2-~~

~~FORWARD-LOOKING~~FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains forward-looking statements about Westamerica Bancorporation (the “Company”) for which it claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of the Company or its management or board of directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as "believes", "anticipates", "expects", "intends", "targeted", "projected", "continue", "remain", "will", "should", "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

These forward-looking statements are based on Management’s current knowledge and belief and include information concerning the Company’s possible or assumed future financial condition and results of operations. A number of factors, some of which are beyond the Company’s ability to predict or control, could cause future results to differ materially from those contemplated. These factors include but are not limited to (1) the length and severity of difficulties in the global, national and California economies and the effects of government efforts to address those difficulties; (2) liquidity levels in capital markets; (3) fluctuations in asset prices including, but not limited to stocks, bonds, real estate, and commodities; (4) the effect of acquisitions and integration of acquired businesses; (5) economic uncertainty created by terrorist threats and attacks on the United States, the actions taken in response, and the uncertain effect of these events on the national and regional economies; (6) changes in the interest rate environment; (7) changes in the regulatory environment; (8) competitive pressure in the banking industry; (9) operational risks including a failure or breach in data processing systems or those of third party vendors and other service providers, including as a result of cyber attacks or fraud; (10) volatility of interest rate sensitive loans, deposits and investments; (11) asset/liability management risks and liquidity risks; (12) the effect of natural disasters, including earthquakes, fire, flood, drought, and other disasters, on the uninsured value of loan collateral, the financial condition of debtors and issuers of investment securities, the economic conditions affecting the Company’s market place, and commodities and asset ~~values,~~values; and (13) changes in the securities markets. The reader is directed to the Company's annual report on Form 10-K for the year ended December 31, ~~2014,~~2015, for further discussion of factors which could affect the Company's business and cause actual results to differ materially from those expressed in any forward-looking statement made in this report. The Company undertakes no obligation to update any forward-looking statements in this report.

- 3 -

~~-3-~~

PART I - FINANCIAL INFORMATION

Item 1 Financial Statements

WESTAMERICA BANCORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited)

	At March 31, 2016			At December 31, 2015
	(In thousands)
Assets:
Cash and due from banks	$	471,164		$	433,044
Investment securities available for sale		1,585,970			1,570,216
Investment securities held to maturity, with fair values of: $1,381,808 at March 31, 2016 and $1,325,699 at December 31, 2015		1,358,139			1,316,075
Loans		1,473,196			1,533,396
Allowance for loan losses		(29,487	)		(29,771	)
Loans, net of allowance for loan losses		1,443,709			1,503,625
Other real estate owned		8,438			9,264
Premises and equipment, net		38,045			38,693
Identifiable intangibles, net		9,526			10,431
Goodwill		121,673			121,673
Other assets		163,204			165,854
Total Assets	$	5,199,868		$	5,168,875

Liabilities:
Noninterest bearing deposits	$	1,989,010		$	2,026,049
Interest bearing deposits		2,527,740			2,514,610
Total deposits		4,516,750			4,540,659
Short-term borrowed funds		52,451			53,028
Other liabilities		91,694			42,983
Total Liabilities		4,660,895			4,636,670

Shareholders' Equity:
Common stock (no par value), authorized - 150,000 shares Issued and outstanding: 25,438 at March 31, 2016 and 25,528 at December 31, 2015		379,893			378,858
Deferred compensation		1,533			2,578
Accumulated other comprehensive income		6,619			675
Retained earnings		150,928			150,094
Total Shareholders' Equity		538,973			532,205
Total Liabilities and Shareholders' Equity	$	5,199,868		$	5,168,875

~~(unaudited)~~

At March 31, At December 31,
2015 2014
(In thousands)
Assets:
Cash and due from banks $ 247,450 $ 380,836
Investment securities available for sale 1,777,320 1,600,781
Investment securities held to maturity, with fair values of: $1,030,865 at March 31, 2015 and $1,048,562 at December 31, 2014
1,015,231 1,038,658
Loans 1,683,884 1,700,290
Allowance for loan losses (31,187 ) (31,485 )
Loans, net of allowance for loan losses 1,652,697 1,668,805
Other real estate owned 9,233 6,374
Premises and equipment, net 38,313 37,852
Identifiable intangibles, net 13,286 14,287
Goodwill 121,673 121,673
Other assets 160,574 166,458
Total Assets $ 5,035,777 $ 5,035,724

Liabilities:
Deposits:
Noninterest bearing deposits $ 1,902,904 $ 1,910,781
Interest bearing deposits 2,477,172 2,438,410
Total deposits 4,380,076 4,349,191
Short-term borrowed funds 82,960 89,784
Federal Home Loan Bank advances - 20,015
Other liabilities 45,361 50,131
Total Liabilities 4,508,397 4,509,121

Shareholders' Equity:
Common stock (no par value), authorized - 150,000 shares
Issued and outstanding - 25,563 at March 31, 2015 and 25,745 at December 31, 2014
374,958 378,132
Deferred compensation 2,711 2,711
Accumulated other comprehensive income 9,600 5,292
Retained earnings 140,111 140,468
Total Shareholders' Equity 527,380 526,603
Total Liabilities and Shareholders' Equity $ 5,035,777 $ 5,035,724

See accompanying notes to unaudited consolidated financial statements.

- 4 -

~~-4-~~

WESTAMERICA BANCORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	For the Three Months Ended March 31,
	2016		2015
	(In thousands, except per share data)
Interest and Fee Income:
Loans	$	18,353	$	20,230
Investment securities available for sale		7,967		7,469
Investment securities held to maturity		7,327		6,218
Total Interest and Fee Income		33,647		33,917
Interest Expense:
Deposits		543		642
Short-term borrowed funds		9		16
Federal Home Loan Bank advances		-		1
Total Interest Expense		552		659
Net Interest and Fee Income		33,095		33,258
Provision for Loan Losses		-		-
Net Interest and Fee Income After Provision For Loan Losses		33,095		33,258
Noninterest Income:
Service charges on deposit accounts		5,248		5,707
Merchant processing services		1,529		1,703
Debit card fees		1,516		1,456
Trust fees		661		706
ATM processing fees		658		585
Other service fees		629		665
Financial services commissions		156		153
Other noninterest income		1,332		1,325
Total Noninterest Income		11,729		12,300
Noninterest Expense:
Salaries and related benefits		13,117		13,338
Occupancy		3,398		3,727
Outsourced data processing services		2,130		2,108
Furniture and equipment		1,213		1,119
Amortization of identifiable intangibles		905		1,001
Professional fees		732		548
Courier service		545		543
Other real estate owned		111		315
Other noninterest expense		3,707		4,028
Total Noninterest Expense		25,858		26,727
Income Before Income Taxes		18,966		18,831
Provision for income taxes		4,740		4,274
Net Income	$	14,226	$	14,557

Average Common Shares Outstanding		25,445		25,651
Average Diluted Common Shares Outstanding		25,458		25,655
Per Common Share Data:
Basic earnings	$	0.56	$	0.57
Diluted earnings		0.56		0.57
Dividends paid		0.39		0.38

~~(unaudited)~~

For the
Three Months Ended
March 31,

2015 2014
(In thousands,
except per share data)
Interest and Fee Income:
Loans $ 20,230 $ 22,901
Investment securities available for sale 7,469 5,630
Investment securities held to maturity 6,218 7,033
Total Interest and Fee Income 33,917 35,564
Interest Expense:
Deposits 642 754
Short-term borrowed funds 16 20
Federal Home Loan Bank advances 1 99
Term repurchase agreement - 25
Total Interest Expense 659 898
Net Interest Income 33,258 34,666
Provision for Loan Losses - 1,000
Net Interest Income After Provision For Loan Losses 33,258 33,666
Noninterest Income:
Service charges on deposit accounts 5,707 6,010
Merchant processing services 1,703 1,924
Debit card fees 1,456 1,405
Trust fees 706 654
Other service fees 665 661
ATM processing fees 585 620
Financial services commissions 153 171
Other 1,325 1,545
Total Noninterest Income 12,300 12,990
Noninterest Expense:
Salaries and related benefits 13,338 14,126
Occupancy 3,727 3,727
Outsourced data processing services 2,108 2,105
Furniture and equipment 1,119 1,005
Amortization of identifiable intangibles 1,001 1,105
Professional fees 548 430
Courier service 543 610
Other real estate owned 315 (350 )
Other 4,028 4,115
Total Noninterest Expense 26,727 26,873
Income Before Income Taxes 18,831 19,783
Provision for income taxes 4,274 4,476
Net Income $ 14,557 $ 15,307

Average Common Shares Outstanding 25,651 26,433
Diluted Average Common Shares Outstanding 25,655 26,537
Per Common Share Data:
Basic earnings $ 0.57 $ 0.58
Diluted earnings 0.57 0.58
Dividends paid 0.38 0.38

See accompanying notes to unaudited consolidated financial statements.

- 5 -

~~-5-~~

WESTAMERICA BANCORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	For the Three Months Ended March 31,
	2016			2015
	(In thousands)
Net income	$	14,226		$	14,557
Other comprehensive income:
Increase in net unrealized gains on securities available for sale		10,241			7,418
Deferred tax expense		(4,306	)		(3,119	)
Increase in net unrealized gains on securities available for sale, net of tax		5,935			4,299
Post-retirement benefit transition obligation amortization		15			15
Deferred tax expense		(6	)		(6	)
Post-retirement benefit transition obligation amortization, net of tax		9			9
Total other comprehensive income		5,944			4,308
Total comprehensive income	$	20,170		$	18,865

~~(unaudited)~~

For the Three Months Ended
March 31,

2015 2014
(In thousands)
Net income $ 14,557 $ 15,307
Other comprehensive income:
Increase in net unrealized gains on securities available for sale 7,418 7,823
Deferred tax expense (3,119 ) (3,289 )
Increase in net unrealized gains on securities available for sale, net of tax 4,299 4,534
Post-retirement benefit transition obligation amortization 15 15
Deferred tax expense (6 ) (6 )
Post-retirement benefit transition obligation amortization, net of tax 9 9
Total other comprehensive income 4,308 4,543
Total comprehensive income $ 18,865 $ 19,850

See accompanying notes to unaudited consolidated financial statements.

- 6 -

~~-6-~~

WESTAMERICA BANCORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(unaudited)

	Common Shares Outstanding			Common Stock			Deferred Compensation			Accumulated Other Comprehensive Income		Retained Earnings			Total
	(In thousands)

Balance, December 31, 2014		25,745		$	378,132		$	2,711		$	5,292	$	140,468		$	526,603
Net income for the period													14,557			14,557
Other comprehensive income											4,308					4,308
Exercise of stock options		-			-											-
Tax benefit decrease upon expiration/exercise of stock options					(865	)										(865	)
Stock based compensation					354											354
Stock awarded to employees		1			45											45
Retirement of common stock including repurchases		(183	)		(2,708	)							(5,159	)		(7,867	)
Dividends													(9,755	)		(9,755	)
Balance, March 31, 2015		25,563		$	374,958		$	2,711		$	9,600	$	140,111		$	527,380

Balance, December 31, 2015		25,528		$	378,858		$	2,578		$	675	$	150,094		$	532,205
Net income for the period													14,226			14,226
Other comprehensive income											5,944					5,944
Exercise of stock options		40			1,717											1,717
Tax benefit decrease upon expiration/exercise of stock options					(181	)										(181	)
Restricted stock activity					1,045			(1,045	)							-
Stock based compensation					390											390
Stock awarded to employees		-			15											15
Retirement of common stock including repurchases		(130	)		(1,951	)							(3,473	)		(5,424	)
Dividends													(9,919	)		(9,919	)
Balance, March 31, 2016		25,438		$	379,893		$	1,533		$	6,619	$	150,928		$	538,973

~~(unaudited)~~

Common
Shares
Outstanding

Common
Stock

Accumulated
Deferred
Compensation

Accumulated
Other
Comprehensive
Income

Retained
Earnings
Total
(In thousands)

Balance, December 31, 2013 26,510 $ 378,946 $ 2,711 $ 4,313 $ 156,964 $ 542,934
Net income for the period 15,307 15,307
Other comprehensive income 4,543 4,543
Exercise of stock options 225 10,853 10,853
Tax benefit decrease upon expiration/ exercise of stock options
(369 ) (369 )
Stock based compensation 359 359
Stock awarded to employees 1 52 52
Retirement of common stock including repurchases
(437 ) (6,351 ) (16,359 ) (22,710 )
Dividends (10,086 ) (10,086 )
Balance, March 31, 2014 26,299 $ 383,490 $ 2,711 $ 8,856 $ 145,826 $ 540,883

Balance, December 31, 2014 25,745 $ 378,132 $ 2,711 $ 5,292 $ 140,468 $ 526,603
Net income for the period 14,557 14,557
Other comprehensive income 4,308 4,308
Exercise of stock options - - -
Tax benefit decrease upon expiration of stock options
(865 ) (865 )
Stock based compensation 354 354
Stock awarded to employees 1 45 45
Retirement of common stock including repurchases
(183 ) (2,708 ) (5,159 ) (7,867 )
Dividends (9,755 ) (9,755 )
Balance, March 31, 2015 25,563 $ 374,958 $ 2,711 $ 9,600 $ 140,111 $ 527,380

See accompanying notes to unaudited consolidated financial statements.

- 7 -

~~-7-~~

WESTAMERICA BANCORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the Three Months Ended March 31,
	2016			2015
	(In thousands)
Operating Activities:
Net income	$	14,226		$	14,557
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,065			3,930
Net amortization of deferred loan fees		(54	)		(78	)
Decrease in interest income receivable		1,379			812
Decrease (increase) in deferred tax asset		115			(421	)
Increase in other assets		(5,602	)		(822	)
Stock option compensation expense		390			354
Tax benefit decrease upon expiration/exercise of stock options		181			865
Increase in income taxes payable		3,424			4,695
Increase in interest expense payable		25			21
Increase (decrease) in other liabilities		(4	)		(6,158	)
Writedown/loss on sale of premises and equipment		5			4
Net gain on sale of foreclosed assets		(58	)		-
Writedown of foreclosed assets		126			243
Net Cash Provided by Operating Activities		18,218			18,002

Investing Activities:
Net repayments of loans		61,070			13,805
Change in payable to FDIC⁽¹⁾		5,189			(692	)
Purchases of investment securities available for sale		(152,128	)		(354,527	)
Proceeds from sale/maturity/calls of securities available for sale		166,023			185,073
Purchases of investment securities held to maturity		(56,182	)		(10,359	)
Proceeds from maturity/calls of securities held to maturity		33,531			30,468
Purchases of premises and equipment		(283	)		(1,326	)
Proceeds from sale of FRB⁽²⁾/FHLB⁽³⁾ stock		-			490
Proceeds from sale of foreclosed assets		975			100
Net Cash Provided by (Used in) Investing Activities		58,195			(136,968	)

Financing Activities:
Net change in deposits		(23,909	)		30,891
Net change in short-term borrowings and FHLB⁽³⁾ advances		(577	)		(26,824	)
Exercise of stock options/issuance of shares		1,717			-
Tax benefit decrease upon expiration/exercise of stock options		(181	)		(865	)
Retirement of common stock including repurchases		(5,424	)		(7,867	)
Common stock dividends paid		(9,919	)		(9,755	)
Net Cash Used in Financing Activities		(38,293	)		(14,420	)
Net Change In Cash and Due from Banks		38,120			(133,386	)
Cash and Due from Banks at Beginning of Period		433,044			380,836
Cash and Due from Banks at End of Period	$	471,164		$	247,450

Supplemental Cash Flow Disclosures:
Supplemental disclosure of noncash activities:
Loan collateral transferred to other real estate owned	$	217		$	3,202
Securities purchases pending settlement		44,580			1,478
Supplemental disclosure of cash flow activities:
Interest paid for the period		526			775
Income tax payments for the period		1,200			-

~~(unaudited)~~

For the Three Months
Ended March 31,

2015 2014
(In thousands)
Operating Activities:
Net income $ 14,557 $ 15,307
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 3,930 4,103
Loan loss provision - 1,000
Net amortization of deferred loan fees (78 ) (30 )
Decrease in interest income receivable 812 643
Increase in deferred tax asset (421 ) (756 )
Increase in other assets (822 ) (185 )
Stock option compensation expense 354 359
Tax benefit decrease upon expiration/exercise of stock options 865 369
Increase in income taxes payable 4,695 5,232
Increase in interest expense payable 21 5
(Decrease) increase in other liabilities (6,850 ) 8,507
Gain on sale of other assets - (400 )
Writedown/loss on sale of premises and equipment 4 16
Net gain on sale of foreclosed assets - (493 )
Writedown of foreclosed assets 243 69
Net Cash Provided by Operating Activities 17,310 33,746

Investing Activities:
Net repayments of loans 13,805 9,598
Proceeds from FDIC1 loss-sharing agreement
- 44
Purchases of investment securities available for sale (354,527 ) (237,948 )
Proceeds from sale/maturity/calls of securities available for sale 185,073 99,350
Purchases of investment securities held to maturity (10,359 ) (17,993 )
Proceeds from maturity/calls of securities held to maturity 30,468 34,403
Purchases of premises and equipment (1,326 ) (166 )
Proceeds from sale of FRB2/FHLB3 stock
490 3,248
Proceeds from sale of foreclosed assets 100 2,159
Net Cash Used in Investing Activities (136,276 ) (107,305 )

Financing Activities:
Net change in deposits 30,891 51,063
Net change in short-term borrowings and FHLB3 advances
(26,824 ) 1,620
Exercise of stock options/issuance of shares - 10,853
Tax benefit decrease upon expiration/exercise of stock options (865 ) (369 )
Retirement of common stock including repurchases (7,867 ) (22,710 )
Common stock dividends paid (9,755 ) (10,086 )
Net Cash (Used in) Provided by Financing Activities (14,420 ) 30,371
Net Change In Cash and Due from Banks (133,386 ) (43,188 )
Cash and Due from Banks at Beginning of Period 380,836 472,028
Cash and Due from Banks at End of Period $ 247,450 $ 428,840

Supplemental Cash Flow Disclosures:
Supplemental disclosure of noncash activities:
Loan collateral transferred to other real estate owned $ 3,202 $ 968
Securities purchases pending settlement 1,478 (11,231 )
Supplemental disclosure of cash flow activities:
Interest paid for the period 775 987
Income tax payments for the period - -

See accompanying notes to unaudited consolidated financial statements.

1⁽¹⁾ Federal Deposit Insurance Corporation ("FDIC")

2⁽²⁾ Federal Reserve Bank ("FRB")

3⁽³⁾ Federal Home Loan Bank ("FHLB")

- 8 -

~~-8-~~

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission and follow general practices within the banking industry. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and which, in the opinion of Management, are necessary for a fair presentation of the results for the interim periods presented. The interim results for the three months ended March 31, ~~2015 and 2014~~2016 are not necessarily indicative of the results expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes as well as other information included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2014.~~2015.

Note 2: Accounting Policies

The most significant accounting policies followed by the Company are presented in Note 1 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014.~~2015. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, Management has identified the allowance for loan losses accounting to be the accounting area requiring the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available. A discussion of the factors affecting accounting for the allowance for loan losses and purchased loans is included in the “Loan Portfolio Credit Risk” discussion below. Certain amounts in prior periods have been reclassified to conform to the current presentation.

Application of these principles requires the Company to make certain estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain accounting policies inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment writedown or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available.

~~Recently Adopted Accounting Standards~~

~~FASB ASU 2014-01~~, ~~Investments- Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects~~, was issued January 2014 to permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). For those investments in qualified affordable housing projects not accounted for using the proportional amortization method, the investment should be accounted for as an equity method investment or a cost method investment in accordance with GAAP. The policy election must be applied consistently to all qualified affordable housing project investments.

The update also requires a reporting entity to disclose information regarding its investments in qualified affordable housing projects, and the effect of the measurement of its investments in qualified affordable housing projects and the related tax credits on its financial position and results of operations.

~~The adoption of the update was limited to additional disclosures only and did not have a material effect on the Company’s financial statements at January 1, 2015, the date adopted.~~

~~-9-~~

~~FASB ASU 2014-04,~~Re~~ceivables~~ ~~- Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralizes Consumer Mortgage Loans upon Foreclosure,~~ was issued on January 17, 2014, providing clarification that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction.

~~The adoption of the update was limited to additional disclosures only and did not have a material effect on the Company’s financial statements at January 1, 2015, the date adopted.~~

Recently Issued Accounting Standards

FASB ~~ASU 2014-11~~Accounting Standards Update (ASU) 2016-01, ~~Transfers~~Financial Instruments – Overall (Subtopic 825-10): Recognition and ~~Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings,~~Measurement of Financial Assets and ~~Disclosures,~~Financial Liabilities, was issued ~~on June 12, 2014~~.January 2016. The ~~Update improves~~ASU addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Most notably, the ~~financial reporting~~ASU changes the income statement impact of ~~repurchase agreements and other similar transactions through a change in accounting for repurchase-to-maturity transactions and repurchase financings,~~equity investments held by the Company and the ~~introduction~~requirement for the Company to use the exit price notion when measuring the fair value of ~~two new~~financial instruments for disclosure requirements. New disclosures are required for (1) transfers accounted for as sales in transactions that are economically similar to repurchase agreements, in which the transferor retains substantially all of the exposure to the economic return on the transferred financial asset throughout the term of the transaction and (2) repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings about the nature of collateral pledged and the time to maturity of those transactions.

purposes.

The Company will be required to ~~adhere~~adopt the ASU provisions on January 1, 2018. Management is evaluating the impact that the ASU will have on the Company’s financial statements.

FASB Accounting Standards Update (ASU) 2016-02,Leases (Topic 842), was issued February 25, 2016. The provisions of the new standard require lessees to ~~new disclosure requirements when~~recognize most leases on-balance sheet, increasing reported assets and liabilities. Lessor accounting remains substantially similar to current U.S. GAAP.

The Company will be required to adopt the ~~Update~~ASU provisions January 1, 2019, utilizing the modified retrospective transition approach. Management is ~~adopted April 1, 2015 for~~evaluating the ~~interim period ending June 30, 2015.~~impact that the ASU will have on the Company’s financial statements.

- 9 -

FASB ASU 2016-09,Improvements to Employee Share-Based Payment Accounting, was issued March 30, 2016. The provisions of the new standard changes several aspects of the accounting for share-based payment award transactions, including: (1) Accounting and Cash Flow Classification for Excess Tax Benefits, (2) Forfeitures, and (3) Tax Withholding Requirements and Cash Flow Classification.

The Company will be required to adopt the ASU provisions January 1, 2017. Management is evaluating the impact that the ASU will have on the Company’s financial statements.

Note 3: Investment Securities

An analysis of the amortized cost, gross unrealized gains and losses accumulated in other comprehensive income, and fair value of the available for sale investment securities portfolio follows:

	Investment Securities Available for Sale At March 31, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Securities of U.S. Government sponsored entities	$	360,219	$	668	$	(158	)	$	360,729
Agency residential mortgage-backed securities (MBS)		198,740		1,460		(2,931	)		197,269
Non-agency residential MBS		345		8		-			353
Non-agency commercial MBS		2,298		9		(5	)		2,302
Obligations of states and political subdivisions		139,551		9,048		(41	)		148,558
Asset-backed securities		1,680		-		(22	)		1,658
FHLMC⁽¹⁾ and FNMA⁽²⁾ stock		775		3,016		-			3,791
Corporate securities		868,796		3,670		(3,719	)		868,747
Other securities		2,036		667		(140	)		2,563
Total	$	1,574,440	$	18,546	$	(7,016	)	$	1,585,970

Investment Securities Available for Sale
At March 31, 2015

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

(In thousands)
U.S. Treasury securities $ 3,500 $ 4 $ - $ 3,504
Securities of U.S. Government sponsored entities 631,974 1,637 (3 ) 633,608
Residential mortgage-backed securities 22,625 1,682 (9 ) 24,298
Commercial mortgage-backed securities 2,826 5 (11 ) 2,820
Obligations of states and political subdivisions 165,063 10,756 (125 ) 175,694
Residential collateralized mortgage obligations 220,397 644 (5,142 ) 215,899
Asset-backed securities 3,015 - (23 ) 2,992
FHLMC1 and FNMA2 stock
775 5,685 - 6,460
Corporate securities 708,371 2,911 (2,025 ) 709,257
Other securities 2,039 867 (118 ) 2,788
Total $ 1,760,585 $ 24,191 $ (7,456 ) $ 1,777,320

⁽¹⁾ Federal Home Loan Mortgage Corporation

⁽²⁾ Federal National Mortgage Association

~~-10-~~

An analysis of the amortized cost, gross unrecognized gains and losses, and fair value of the held to maturity investment securities portfolio follows:

	Investment Securities Held to Maturity At March 31, 2016
	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
	(In thousands)
Securities of U.S. government sponsored entities	$	713	$	12	$	-		$	725
Agency residential MBS		632,696		6,398		(404	)		638,690
Non-agency residential MBS		9,415		87		(2	)		9,500
Agency commercial MBS		16,136		36		(295	)		15,877
Obligations of states and political subdivisions		699,179		18,108		(271	)		717,016
Total	$	1,358,139	$	24,641	$	(972	)	$	1,381,808

Investment Securities Held to Maturity
At March 31, 2015

Amortized
Cost

Gross
Unrecognized
Gains

Gross
Unrecognized
Losses

Fair
Value

(In thousands)
Securities of U.S. government sponsored entities $ 995 $ 12 $ - $ 1,007
Residential mortgage-backed securities 57,259 1,319 (64 ) 58,514
Obligations of states and political subdivisions 712,374 13,478 (1,062 ) 724,790
Residential collateralized mortgage obligations 244,603 2,811 (860 ) 246,554
Total $ 1,015,231 $ 17,620 $ (1,986 ) $ 1,030,865

- 10 -

An analysis of the amortized cost, gross unrealized gains and losses accumulated in other comprehensive income, and fair value of the available for sale investment securities portfolio follows:

	Investment Securities Available for Sale At December 31, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Securities of U.S. Government sponsored entities	$	302,292	$	255	$	(665	)	$	301,882
Agency residential mortgage-backed securities (MBS)		208,046		1,407		(6,909	)		202,544
Non-agency residential MBS		354		16		-			370
Non-agency commercial MBS		2,383		5		(9	)		2,379
Obligations of states and political subdivisions		148,705		8,861		(57	)		157,509
Asset-backed securities		2,025		-		(22	)		2,003
FHLMC⁽¹⁾ and FNMA⁽²⁾ stock		775		3,554		-			4,329
Corporate securities		902,308		882		(6,821	)		896,369
Other securities		2,039		952		(160	)		2,831
Total	$	1,568,927	$	15,932	$	(14,643	)	$	1,570,216

Investment Securities Available for Sale
At December 31, 2014

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

(In thousands)
U.S. Treasury securities $ 3,500 $ 5 $ - $ 3,505
Securities of U.S. Government sponsored entities 635,278 937 (1,027 ) 635,188
Residential mortgage-backed securities 24,647 1,776 (16 ) 26,407
Commercial mortgage-backed securities 2,923 6 (10 ) 2,919
Obligations of states and political subdivisions 171,907 10,015 (123 ) 181,799
Residential collateralized mortgage obligations 230,347 634 (8,524 ) 222,457
Asset-backed securities 8,349 - (36 ) 8,313
FHLMC1 and FNMA2 stock
775 4,393 - 5,168
Corporate securities 511,699 2,169 (1,629 ) 512,239
Other securities 2,039 871 (124 ) 2,786
Total $ 1,591,464 $ 20,806 $ (11,489 ) $ 1,600,781

⁽¹⁾ Federal Home Loan Mortgage Corporation

⁽²⁾ Federal National Mortgage Association

An analysis of the amortized cost, gross unrecognized gains and losses, and fair value of the held to maturity investment securities portfolio follows:

	Investment Securities Held to Maturity At December 31, 2015
	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
	(In thousands)
Securities of U.S. government sponsored entities	$	764	$	-	$	-		$	764
Agency residential MBS		595,503		1,810		(4,966	)		592,347
Non-agency residential MBS		9,667		185		-			9,852
Agency commercial MBS		16,258		20		(274	)		16,004
Obligations of states and political subdivisions		693,883		13,638		(789	)		706,732
Total	$	1,316,075	$	15,653	$	(6,029	)	$	1,325,699

Investment Securities Held to Maturity
At December 31, 2014

Amortized
Cost

Gross
Unrecognized
Gains

Gross
Unrecognized
Losses

Fair
Value

(In thousands)
Securities of U.S. government sponsored entities $ 1,066 $ 11 $ - $ 1,077
Residential mortgage-backed securities 59,078 1,183 (137 ) 60,124
Obligations of states and political subdivisions 720,189 11,350 (2,358 ) 729,181
Residential collateralized mortgage obligations 258,325 2,236 (2,381 ) 258,180
Total $ 1,038,658 $ 14,780 $ (4,876 ) $ 1,048,562

~~-11-~~

The amortized cost and fair value of investment securities by contractual maturity are shown in the following tables at the dates indicated:

	At March 31, 2016
	Securities Available for Sale				Securities Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Maturity in years:
1 year or less	$	126,563	$	126,929	$	22,825	$	23,380
Over 1 to 5 years		983,838		984,709		269,713		273,902
Over 5 to 10 years		257,772		265,730		295,674		304,975
Over 10 years		2,073		2,324		111,680		115,484
Subtotal		1,370,246		1,379,692		699,892		717,741
MBS		201,383		199,924		658,247		664,067
Other securities		2,811		6,354		-		-
Total	$	1,574,440	$	1,585,970	$	1,358,139	$	1,381,808

At March 31, 2015

Securities Available
for Sale

Securities Held
to Maturity

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value

(In thousands)
Maturity in years:
1 year or less $ 80,420 $ 80,658 $ 15,322 $ 15,829
Over 1 to 5 years 973,932 976,816 247,297 249,867
Over 5 to 10 years 409,874 416,005 270,191 275,665
Over 10 years 47,697 51,576 180,559 184,436
Subtotal 1,511,923 1,525,055 713,369 725,797
Mortgage-backed securities and residential collateralized mortgage obligations
245,848 243,017 301,862 305,068
Other securities 2,814 9,248 - -
Total $ 1,760,585 $ 1,777,320 $ 1,015,231 $ 1,030,865

- 11 -

Securities available for sale at March 31, ~~2015~~2016 with maturity dates over one year but less than five years include ~~$351,761~~$221,924 thousand (fair value) of securities of U.S. Government sponsored entities with call options on dates within one year or ~~less, of which $71,129 thousand have interest coupons which will increase if the issuer does not exercise the call option.~~less.

	At December 31, 2015
	Securities Available for Sale				Securities Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Maturity in years:
1 year or less	$	136,717	$	136,976	$	20,709	$	21,354
Over 1 to 5 years		1,049,786		1,044,453		259,556		262,163
Over 5 to 10 years		166,352		173,585		289,568		296,352
Over 10 years		2,475		2,749		124,814		127,627
Subtotal		1,355,330		1,357,763		694,647		707,496
MBS		210,783		205,293		621,428		618,203
Other securities		2,814		7,160		-		-
Total	$	1,568,927	$	1,570,216	$	1,316,075	$	1,325,699

At December 31, 2014

Securities Available
for Sale

Securities Held
to Maturity

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value

(In thousands)
Maturity in years:
1 year or less $ 57,891 $ 57,991 $ 15,355 $ 15,855
Over 1 to 5 years 629,200 630,797 228,380 230,248
Over 5 to 10 years 584,872 589,250 285,219 288,631
Over 10 years 58,770 63,006 192,301 195,524
Subtotal 1,330,733 1,341,044 721,255 730,258
Mortgage-backed securities and residential collateralized mortgage obligations
257,917 251,783 317,403 318,304
Other securities 2,814 7,954 - -
Total $ 1,591,464 $ 1,600,781 $ 1,038,658 $ 1,048,562

Expected maturities of ~~mortgage-backed~~mortgage-related securities can differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties. In addition, such factors as prepayments and interest rates may affect the yield on the carrying value of ~~mortgage-backed~~mortgage-related securities. At March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, the Company had no high-risk collateralized mortgage obligations as defined by regulatory guidelines.

~~[The remainder of this page intentionally left blank]~~

~~-12-~~

An analysis of the gross unrealized losses of the available for sale investment securities portfolio follows:

	Investment Securities Available for Sale At March 31, 2016
	No. of		Less than 12 months					No. of		12 months or longer					No. of		Total
	Investment Positions		Fair Value		Unrealized Losses			Investment Positions		Fair Value		Unrealized Losses			Investment Positions		Fair Value		Unrealized Losses
	($ in thousands)
Securities of U.S. Government sponsored entities		2	$	39,801	$	(158	)		-	$	-	$	-			2	$	39,801	$	(158	)
Agency residential MBS		1		7,033		(84	)		30		158,762		(2,847	)		31		165,795		(2,931	)
Non-agency commercial MBS		-		-		-			1		837		(5	)		1		837		(5	)
Obligations of states and political subdivisions		4		2,291		(14	)		3		1,118		(27	)		7		3,409		(41	)
Asset-backed securities		-		-		-			1		1,658		(22	)		1		1,658		(22	)
Corporate securities		40		198,880		(1,559	)		43		162,806		(2,160	)		83		361,686		(3,719	)
Other securities		-		-		-			1		1,860		(140	)		1		1,860		(140	)
Total		47	$	248,005	$	(1,815	)		79	$	327,041	$	(5,201	)		126	$	575,046	$	(7,016	)

[The remainder of this page intentionally left blank]

Investment Securities Available for Sale
At March 31, 2015

No. of Less than 12 months No. of 12 months or longer No. of Total
Investment Unrealized Investment Unrealized Investment Unrealized
Positions Fair Value Losses Positions Fair Value Losses Positions Fair Value Losses
($ in thousands)
Securities of U.S. Government sponsored entities - $ - $ - 1 $ 9,997 $ (3 ) 1 $ 9,997 $ (3 )
Residential mortgage-backed securities - - - 1 803 (9 ) 1 803 (9 )
Commercial mortgage-backed securities 1 921 (6 ) 1 751 (5 ) 2 1,672 (11 )
Obligations of states and political subdivisions 5 2,380 (20 ) 11 3,842 (105 ) 16 6,222 (125 )
Residential collateralized mortgage obligations - - - 29 184,632 (5,142 ) 29 184,632 (5,142 )
Asset-backed securities - - - 1 2,992 (23 ) 1 2,992 (23 )
Corporate securities 59 232,085 (1,769 ) 6 33,078 (256 ) 65 265,163 (2,025 )
Other securities - - - 1 1,882 (118 ) 1 1,882 (118 )
Total 65 $ 235,386 $ (1,795 ) 51 $ 237,977 $ (5,661 ) 116 $ 473,363 $ (7,456 )

- 12 -

An analysis of gross unrecognized losses of the held to maturity investment securities portfolio follows:

	Investment Securities Held to Maturity At March 31, 2016
	No. of		Less than 12 months					No. of		12 months or longer					No. of		Total
	Investment Positions		Fair Value		Unrecognized Losses			Investment Positions		Fair Value		Unrecognized Losses			Investment Positions		Fair Value		Unrecognized Losses
	($ in thousands)
Agency residential MBS		6	$	13,853	$	(58	)		8	$	34,193	$	(346	)		14	$	48,046	$	(404	)
Non-agency residential MBS		1		1,366		(2	)		-		-		-			1		1,366		(2	)
Agency commercial MBS		-		-		-			2		13,823		(295	)		2		13,823		(295	)
Obligations of states and political subdivisions		30		26,386		(113	)		18		15,044		(158	)		48		41,430		(271	)
Total		37	$	41,605	$	(173	)		28	$	63,060	$	(799	)		65	$	104,665	$	(972	)

Investment Securities Held to Maturity
At March 31, 2015

No. of Less than 12 months No. of 12 months or longer No. of Total
Investment Unrecognized Investment Unrecognized Investment Unrecognized
Positions Fair Value Losses Positions Fair Value Losses Positions Fair Value Losses
($ in thousands)
Residential mortgage-backed securities 2 $ 14,483 $ (60 ) 1 $ 163 $ (4 ) 3 $ 14,646 $ (64 )
Obligations of states and political subdivisions 45 32,117 (177 ) 83 70,639 (885 ) 128 102,756 (1,062 )
Residential collateralized mortgage obligations 4 13,767 (134 ) 16 83,929 (726 ) 20 97,696 (860 )
Total 51 $ 60,367 $ (371 ) 100 $ 154,731 $ (1,615 ) 151 $ 215,098 $ (1,986 )

The unrealized losses on the Company’s investment securities were caused by market conditions for these types of investments, particularly changes in risk-free interest rates. The Company evaluates securities on a quarterly basis including changes in security ratings issued by ratings agencies, changes in the financial condition of the issuer, and, for ~~mortgage-related~~mortgage-backed and asset-backed securities, delinquency and loss information with respect to the underlying collateral, changes in the levels of subordination for the Company’s particular position within the repayment structure and remaining credit enhancement as compared to expected credit losses of the security. Substantially all of these securities continue to be investment grade rated by a major rating agency. In addition to monitoring credit rating agency evaluations, Management performs its own evaluations regarding the credit worthiness of the issuer or the securitized assets underlying asset backed securities.

The Company does not intend to sell any investments and has concluded that it is more likely than not that it will not be required to sell the investments prior to recovery of the amortized cost basis. Therefore, the Company does not consider these investments to be other-than-temporarily impaired as of March 31, ~~2015.~~

2016.

The fair values of the investment securities could decline in the future if the general economy deteriorates, inflation increases, credit ratings decline, the issuer’s financial condition deteriorates, or the liquidity for securities declines. As a result, other than temporary impairments may occur in the future.

~~-13-~~

As of March 31, ~~2015, $720,036~~2016, $712,412 thousand of investment securities were pledged to secure public deposits and short-term borrowed funds. As of December 31, ~~2014, $757,623~~2015, $738,865 thousand of investment securities were pledged to secure public deposits and short-term borrowed ~~funds and FHLB advances.~~

funds.

An analysis of gross unrealized losses of investment securities available for sale follows:

	Investment Securities Available for Sale At December 31, 2015
	No. of		Less than 12 months					No. of		12 months or longer					No. of		Total
	Investment Positions		Fair Value		Unrealized Losses			Investment Positions		Fair Value		Unrealized Losses			Investment Positions		Fair Value		Unrealized Losses
	($ in thousands)
Securities of U.S. Government sponsored entities		8	$	121,392	$	(665	)		-	$	-	$	-			8	$	121,392	$	(665	)
Agency residential MBS		2		12,491		(366	)		31		161,296		(6,543	)		33		173,787		(6,909	)
Non-agency commercial MBS		1		1,071		-			1		855		(9	)		2		1,926		(9	)
Obligations of states and political subdivisions		3		2,728		(18	)		4		1,644		(39	)		7		4,372		(57	)
Asset-backed securities		-		-		-			1		2,003		(22	)		1		2,003		(22	)
Corporate securities		97		548,177		(5,442	)		25		86,762		(1,379	)		122		634,939		(6,821	)
Other securities		-		-		-			1		1,840		(160	)		1		1,840		(160	)
Total		111	$	685,859	$	(6,491	)		63	$	254,400	$	(8,152	)		174	$	940,259	$	(14,643	)

Investment Securities Available for Sale
At December 31, 2014

No. of Less than 12 months No. of 12 months or longer No. of Total
Investment Unrealized Investment Unrealized Investment Unrealized
Positions Fair Value Losses Positions Fair Value Losses Positions Fair Value Losses
($ in thousands)
Securities of U.S. Government sponsored entities 15 $ 253,632 $ (989 ) 1 $ 9,963 $ (38 ) 16 $ 263,595 $ (1,027 )
Residential mortgage-backed securities - - - 2 822 (16 ) 2 822 (16 )
Commercial mortgage-backed securities 1 942 (7 ) 1 803 (3 ) 2 1,745 (10 )
Obligations of states and political subdivisions 7 2,548 (18 ) 17 5,518 (105 ) 24 8,066 (123 )
Residential collateralized mortgage obligations - - - 32 205,074 (8,524 ) 32 205,074 (8,524 )
Asset-backed securities 1 5,008 (7 ) 1 3,305 (29 ) 2 8,313 (36 )
Corporate securities 53 165,026 (1,304 ) 5 34,222 (325 ) 58 199,248 (1,629 )
Other securities - - - 1 1,876 (124 ) 1 1,876 (124 )
Total 77 $ 427,156 $ (2,325 ) 60 $ 261,583 $ (9,164 ) 137 $ 688,739 $ (11,489 )

- 13 -

An analysis of gross unrecognized losses of investment securities held to maturity follows:

	Investment Securities Held to Maturity At December 31, 2015
	No. of		Less than 12 months					No. of		12 months or longer					No. of		Total
	Investment Positions		Fair Value		Unrecognized Losses			Investment Positions		Fair Value		Unrecognized Losses			Investment Positions		Fair Value		Unrecognized Losses
	($ in thousands)
Agency residential MBS		41	$	426,317	$	(3,490	)		13	$	62,041	$	(1,476	)		54	$	488,358	$	(4,966	)
Agency commercial MBS		-		-		-			2		13,951		(274	)		2		13,951		(274	)
Obligations of states and political subdivisions		55		44,585		(249	)		54		42,081		(540	)		109		86,666		(789	)
Total		96	$	470,902	$	(3,739	)		69	$	118,073	$	(2,290	)		165	$	588,975	$	(6,029	)

Investment Securities Held to Maturity
At December 31, 2014

No. of Less than 12 months No. of 12 months or longer No. of Total
Investment Unrecognized Investment Unrecognized Investment Unrecognized
Positions Fair Value Losses Positions Fair Value Losses Positions Fair Value Losses
($ in thousands)
Residential mortgage-backed securities 4 $ 19,467 $ (132 ) 1 $ 201 $ (5 ) 5 $ 19,668 $ (137 )
Obligations of states and political subdivisions 103 76,202 (439 ) 138 123,370 (1,919 ) 241 199,572 (2,358 )
Residential collateralized mortgage obligations 5 13,932 (166 ) 22 119,513 (2,215 ) 27 133,445 (2,381 )
Total 112 $ 109,601 $ (737 ) 161 $ 243,084 $ (4,139 ) 273 $ 352,685 $ (4,876 )

The following table provides information about the amount of interest income earned on investment securities which is fully taxable and which is exempt from regular federal income tax:

	For the Three Months Ended March 31,
	2016		2015
	(In thousands)

Taxable	$	9,674	$	7,554
Tax-exempt from regular federal income tax		5,620		6,133
Total interest income from investment securities	$	15,294	$	13,687

For the Three Months
Ended March 31,

2015 2014
(In thousands)

Taxable $ 7,554 $ 5,683
Tax-exempt 6,133 6,980
Total interest income from investment securities $ 13,687 $ 12,663

~~-14-~~

Note 4: Loans and Allowance for ~~Credit~~Loan Losses

A summary of the major categories of loans outstanding is shown in the following tables.

	At March 31, 2016
	Commercial			Commercial Real Estate			Construction		Residential Real Estate			Consumer Installment & Other			Total
	(In thousands)
Originated loans	$	341,898		$	515,183		$	2,147	$	109,201		$	341,654		$	1,310,083
Purchased covered loans:
Gross purchased covered loans		-			-			-		2,330			11,352			13,682
Purchased loan discount		-			-			-		-			(18	)		(18	)
Purchased non-covered loans:
Gross purchased non-covered loans		14,447			108,968			960		229			30,929			155,533
Purchased loan discount		(931	)		(3,975	)		-		(23	)		(1,155	)		(6,084	)
Total	$	355,414		$	620,176		$	3,107	$	111,737		$	382,762		$	1,473,196

[The remainder of this page intentionally left blank]

At March 31, 2015
Commercial
Commercial
Real Estate
Construction
Residential
Real Estate

Consumer
Installment
& Other
Total
(In thousands)
Originated loans $ 391,863 $ 548,936 $ 12,438 $ 140,334 $ 371,975 $ 1,465,546
Purchased covered loans:
Gross purchased covered loans - - - 2,574 13,955 16,529
Credit risk discount - - - (133 ) (67 ) (200 )
Purchased non-covered loans:
Gross purchased non-covered loans 17,367 152,167 1,021 1,206 38,953 210,714
Credit risk discount (1,255 ) (5,904 ) - (262 ) (1,284 ) (8,705 )
Total $ 407,975 $ 695,199 $ 13,459 $ 143,719 $ 423,532 $ 1,683,884

- 14 -

	At December 31, 2015
	Commercial			Commercial Real Estate			Construction		Residential Real Estate			Consumer Installment & Other			Total
	(In thousands)
Originated loans	$	368,117		$	517,070		$	2,978	$	117,631		$	346,043		$	1,351,839
Purchased covered loans:
Gross purchased covered loans		-			-			-		2,385			11,828			14,213
Purchased loan discount		-			-			-		(133	)		(19	)		(152	)
Purchased non-covered loans:
Gross purchased non-covered loans		15,620			124,650			973		231			32,454			173,928
Purchased loan discount		(989	)		(4,264	)		-		(23	)		(1,156	)		(6,432	)
Total	$	382,748		$	637,456		$	3,951	$	120,091		$	389,150		$	1,533,396

At December 31, 2014
Commercial
Commercial
Real Estate
Construction
Residential
Real Estate

Consumer
Installment
& Other
Total
(In thousands)
Originated loans $ 374,005 $ 567,594 $ 11,003 $ 146,925 $ 370,842 $ 1,470,369
Purchased covered loans:
Gross purchased covered loans - - - 2,626 14,920 17,546
Credit risk discount - - - (434 ) (34 ) (468 )
Purchased non-covered loans:
Gross purchased non-covered loans 19,166 157,502 2,919 972 41,656 222,215
Credit risk discount (1,356 ) (6,492 ) (50 ) (262 ) (1,212 ) (9,372 )
Total $ 391,815 $ 718,604 $ 13,872 $ 149,827 $ 426,172 $ 1,700,290

Changes in the carrying amount of impaired purchased loans were as follows:

	For the Three Months Ended March 31, 2016			For the Year Ended December 31, 2015
Impaired purchased loans	(In thousands)
Carrying amount at the beginning of the period	$	3,887		$	4,672
Reductions during the period		(2,628	)		(785	)
Carrying amount at the end of the period	$	1,259		$	3,887

For the
Three Months Ended
March 31, 2015

For the Year Ended
December 31, 2014

Impaired purchased loans (In thousands)
Carrying amount at the beginning of the period $ 4,672 $ 4,936
Reductions during the period (16 ) (264 )
Carrying amount at the end of the period $ 4,656 $ 4,672

~~[The remainder of this page intentionally left blank]~~

~~-15-~~

Changes in the accretable yield for purchased loans were as follows:

	For the Three Months Ended March 31, 2016			For the Year Ended December 31, 2015
Accretable yield:	(In thousands)
Balance at the beginning of the period	$	1,259		$	2,261
Reclassification from nonaccretable difference		1,077			3,051
Accretion		(1,319	)		(4,053	)
Balance at the end of the period	$	1,017		$	1,259

Accretion	$	(1,319	)	$	(4,053	)
Change in FDIC indemnification		694			698
(Increase) in interest income	$	(625	)	$	(3,355	)

For the
Three Months Ended
March 31, 2015

For the
Year Ended
December 31, 2014

Accretable yield: (In thousands)
Balance at the beginning of the period $ 2,261 $ 2,505
Reclassification from nonaccretable difference 739 5,016
Accretion (973 ) (5,260 )
Balance at the end of the period $ 2,027 $ 2,261

Accretion $ (973 ) $ (5,260 )
Change in FDIC indemnification 141 1,110
(Increase) in interest income $ (832 ) $ (4,150 )

The following summarizes activity in the allowance for ~~credit~~loan losses:

	Allowance for Loan Losses For the Three Months Ended March 31, 2016
	Commercial			Commercial Real Estate			Construction			Residential Real Estate			Consumer Installment and Other			Purchased Non-covered Loans			Purchased Covered Loans		Unallocated			Total
	(In thousands)
Allowance for loan losses:
Balance at beginning of period	$	9,559		$	4,224		$	177		$	1,801		$	7,080		$	967		$	-	$	5,963		$	29,771
Additions:
Provision		1,214			(2	)		(47	)		(94	)		152			(1,193	)		-		(30	)		-
Deductions:
Chargeoffs		(1,171	)		-			-			-			(1,006	)		-			-		-			(2,177	)
Recoveries		245			15			-			-			457			1,176			-		-			1,893
Net loan (losses) recoveries		(926	)		15			-			-			(549	)		1,176			-		-			(284	)
Total allowance for loan losses	$	9,847		$	4,237		$	130		$	1,707		$	6,683		$	950		$	-	$	5,933		$	29,487

Allowance for Loan Losses
For the Three Months Ended March 31, 2015

Commercial
Commercial
Real Estate
Construction
Residential
Real Estate

Consumer
Installment
and Other

Purchased
Non-covered
Loans

Purchased
Covered
Loans
Unallocated Total
(In thousands)
Allowance for loan losses:
Balance at beginning of period $ 5,460 $ 4,245 $ 644 $ 2,241 $ 7,717 $ 2,120 $ - $ 9,058 $ 31,485
Additions:
Provision (110 ) (137 ) 86 (101 ) (281 ) 247 - 296 -
Deductions:
Chargeoffs (60 ) - (995 ) (35 ) - - (1,090 )
Recoveries 180 15 - - 590 7 - - 792
Net loan recoveries (losses) 120 15 - - (405 ) (28 ) - - (298 )
Total allowance for loan losses $ 5,470 $ 4,123 $ 730 $ 2,140 $ 7,031 $ 2,339 $ 0 $ 9,354 $ 31,187

- 15 -

FDIC indemnification expired February 6, 2014 for County Bank non-single-family residential collateralized purchased loans; accordingly, such loans have been reclassified from purchased covered loans to purchased non-covered loans as well as the related allowance for credit losses.

	Allowance for Loan Losses For the Three Months Ended March 31, 2015
	Commercial			Commercial Real Estate			Construction		Residential Real Estate			Consumer Installment and Other			Purchased Non-covered Loans			Purchased Covered Loans		Unallocated		Total
	(In thousands)
Allowance for loan losses:
Balance at beginning of period	$	5,460		$	4,245		$	644	$	2,241		$	7,717		$	2,120		$	-	$	9,058	$	31,485
Additions:
Provision		(110	)		(137	)		86		(101	)		(281	)		247			-		296		-
Deductions:
Chargeoffs		(60	)		-			-		-			(995	)		(35	)		-		-		(1,090	)
Recoveries		180			15			-		-			590			7			-		-		792
Net loan recoveries (losses)		120			15			-		-			(405	)		(28	)		-		-		(298	)
Total allowance for loan losses	$	5,470		$	4,123		$	730	$	2,140		$	7,031		$	2,339		$	-	$	9,354	$	31,187

Allowance for Credit Losses
For the Three Months Ended March 31, 2014

Commercial
Commercial
Real Estate
Construction
Residential
Real Estate

Consumer
Installment
and Other

Purchased
Non-covered
Loans

Purchased
Covered
Loans
Unallocated Total
(In thousands)
Allowance for loan losses:
Balance at beginning of period $ 4,005 $ 12,070 $ 602 $ 405 $ 3,198 $ - $ 1,561 $ 9,852 $ 31,693
Additions:
Provision 130 (974 ) (160 ) 86 214 1,272 - 432 1,000
Deductions:
Chargeoffs (60 ) - - - (999 ) (260 ) - - (1,319 )
Recoveries 168 163 3 - 400 1 - - 735
Net loan recoveries (losses) 108 163 3 - (599 ) (259 ) - - (584 )
Indemnification expiration - - - - - 1,561 (1,561 ) -
Balance at end of period 4,243 11,259 445 491 2,813 2,574 - 10,284 32,109
Liability for off-balance sheet credit exposure 1,672 - 185 - 440 251 - 145 2,693
Total allowance for credit losses $ 5,915 $ 11,259 $ 630 $ 491 $ 3,253 $ 2,825 $ - $ 10,429 $ 34,802

~~[The remainder of this page intentionally left blank]~~

~~-16-~~

The allowance for ~~credit~~loan losses and recorded investment in loans were evaluated for impairment as follows:

	Allowance for Loan Losses and Recorded Investment in Loans Evaluated for Impairment At March 31, 2016
	Commercial		Commercial Real Estate		Construction		Residential Real Estate		Consumer Installment and Other		Purchased Non-covered Loans		Purchased Covered Loans		Unallocated		Total
	(In thousands)
Allowance for loan losses:
Individually evaluated for impairment	$	5,831	$	585	$	-	$	-	$	-	$	-	$	-	$	-	$	6,416
Collectively evaluated for impairment		4,016		3,652		130		1,707		6,683		950		-		5,933		23,071
Purchased loans with evidence of credit deterioration		-		-		-		-		-		-		-		-		-
Total	$	9,847	$	4,237	$	130	$	1,707	$	6,683	$	950	$	-	$	5,933	$	29,487
Carrying value of loans:
Individually evaluated for impairment	$	13,388	$	7,516	$	-	$	-	$	-	$	11,733	$	-	$	-	$	32,637
Collectively evaluated for impairment		328,510		507,667		2,147		109,201		341,654		136,658		13,463		-		1,439,300
Purchased loans with evidence of credit deterioration		-		-		-		-		-		1,058		201		-		1,259
Total	$	341,898	$	515,183	$	2,147	$	109,201	$	341,654	$	149,449	$	13,664	$	-	$	1,473,196

	Allowance for Loan Losses and Recorded Investment in Loans Evaluated for Impairment At December 31, 2015
	Commercial		Commercial Real Estate		Construction		Residential Real Estate		Consumer Installment and Other		Purchased Non-covered Loans		Purchased Covered Loans		Unallocated		Total
	(In thousands)
Allowance for loan losses:
Individually evaluated for impairment	$	4,942	$	585	$	-	$	-	$	-	$	-	$	-	$	-	$	5,527
Collectively evaluated for impairment		4,617		3,639		177		1,801		7,080		967		-		5,963		24,244
Purchased loans with evidence of credit deterioration		-		-		-		-		-		-		-		-		-
Total	$	9,559	$	4,224	$	177	$	1,801	$	7,080	$	967	$	-	$	5,963	$	29,771
Carrying value of loans:
Individually evaluated for impairment	$	12,587	$	5,541	$	-	$	-	$	-	$	11,777	$	-	$	-	$	29,905
Collectively evaluated for impairment		355,530		511,529		2,978		117,631		346,043		152,038		13,855		-		1,499,604
Purchased loans with evidence of credit deterioration		-		-		-		-		-		3,681		206		-		3,887
Total	$	368,117	$	517,070	$	2,978	$	117,631	$	346,043	$	167,496	$	14,061	$	-	$	1,533,396

Allowance for Loan Losses and Recorded Investment in Loans Evaluated for Impairment
At March 31, 2015

Commercial Commercial Real Estate Construction Residential Real Estate Consumer Installment and Other Purchased Non-covered Loans Purchased Covered Loans Unallocated Total
(In thousands)
Allowance for loan losses:
Individually evaluated for impairment $ 493 $ - $ - $ - $ - $ - $ - $ - $ 493
Collectively evaluated for impairment 4,977 4,123 730 2,140 7,031 2,339 - 9,354 30,694
Purchased loans with evidence of credit deterioration - - - - - - - - -
Total $ 5,470 $ 4,123 $ 730 $ 2,140 $ 7,031 $ 2,339 $ - $ 9,354 $ 31,187
Carrying value of loans:
Individually evaluated for impairment $ 12,459 $ 597 $ - $ 574 $ 599 $ 10,740 $ - $ - $ 24,969
Collectively evaluated for impairment 379,404 548,339 12,438 139,760 371,376 186,835 16,107 - 1,654,259
Purchased loans with evidence of credit deterioration - - - - - 4,434 222 - 4,656
Total $ 391,863 $ 548,936 $ 12,438 $ 140,334 $ 371,975 $ 202,009 $ 16,329 $ - $ 1,683,884

Allowance for Credit Losses and Recorded Investment in Loans Evaluated for Impairment
At December 31, 2014

Commercial Commercial Real Estate Construction Residential Real Estate Consumer Installment and Other Purchased Non-covered Loans Purchased Covered Loans Unallocated Total
(In thousands)
Allowance for credit losses:
Individually evaluated for impairment $ 496 $ - $ - $ - $ - $ - $ - $ - $ 496
Collectively evaluated for impairment 7,372 4,245 988 2,241 8,154 2,120 - 8,562 33,682
Purchased loans with evidence of credit deterioration - - - - - - - - -
Total $ 7,868 $ 4,245 $ 988 $ 2,241 $ 8,154 $ 2,120 $ - $ 8,562 $ 34,178
Carrying value of loans:
Individually evaluated for impairment $ 11,811 $ 2,970 $ - $ 574 $ 599 $ 12,364 $ - $ - $ 28,318
Collectively evaluated for impairment 362,194 564,624 11,003 146,351 370,243 196,034 16,851 - 1,667,300
Purchased loans with evidence of credit deterioration - - - - - 4,445 227 - 4,672
Total $ 374,005 $ 567,594 $ 11,003 $ 146,925 $ 370,842 $ 212,843 $ 17,078 $ - $ 1,700,290

The Bank’s customers are small businesses, professionals and consumers. Given the scale of these borrowers, corporate credit rating agencies do not evaluate the borrowers’ financial condition. The Bank maintains a Loan Review Department which reports directly to the Board of Directors. The Loan Review Department performs independent evaluations of loans and assigns credit risk grades to evaluated loans using grading standards employed by bank regulatory agencies. Loans judged to carry lower-risk attributes are assigned a “pass” grade, with a minimal likelihood of loss. Loans judged to carry higher-risk attributes are referred to as “classified loans,” and are further disaggregated, with increasing expectations for loss recognition, as “substandard,” “doubtful,” and “loss.” Loan Review Department evaluations occur every calendar quarter. If the Bank becomes aware of deterioration in a borrower’s performance or financial condition between Loan Review Department examinations, assigned risk grades are re-evaluated promptly. Credit risk grades assigned by the Loan Review Department are subject to review by the Bank’s regulatory authorities during regulatory examinations.

- 16 -

The following summarizes the credit risk profile by internally assigned grade:

	Credit Risk Profile by Internally Assigned Grade At March 31, 2016
	Commercial		Commercial Real Estate		Construction		Residential Real Estate		Consumer Installment and Other		Purchased Non-covered Loans			Purchased Covered Loans ⁽¹⁾			Total
	(In thousands)
Grade:
Pass	$	321,513	$	492,359	$	2,147	$	106,117	$	340,536	$	133,109		$	11,938		$	1,407,719
Substandard		18,544		22,824		-		3,084		843		22,329			1,744			69,368
Doubtful		1,841		-		-		-		21		18			-			1,880
Loss		-		-		-		-		254		77			-			331
Purchased loan discount		-		-		-		-		-		(6,084	)		(18	)		(6,102	)
Total	$	341,898	$	515,183	$	2,147	$	109,201	$	341,654	$	149,449		$	13,664		$	1,473,196

Credit Risk Profile by Internally Assigned Grade
At March 31, 2015

Commercial Commercial Real Estate Construction Residential Real Estate Consumer Installment and Other Purchased Non-covered Loans
Purchased Covered Loans (1)
Total
(In thousands)
Grade:
Pass $ 384,159 $ 509,428 $ 12,438 $ 137,992 $ 370,845 $ 172,947 $ 14,938 $ 1,602,747
Substandard 7,692 39,508 - 2,342 906 37,691 1,591 89,730
Doubtful 12 - - - 8 76 - 96
Loss - - - - 216 - - 216
Credit risk discount - - - - - (8,705 ) (200 ) (8,905 )
Total $ 391,863 $ 548,936 $ 12,438 $ 140,334 $ 371,975 $ 202,009 $ 16,329 $ 1,683,884

⁽¹⁾ Credit risk profile reflects internally assigned grade of purchased covered loans without regard to FDIC indemnification.

	Credit Risk Profile by Internally Assigned Grade At December 31, 2015
	Commercial		Commercial Real Estate		Construction		Residential Real Estate		Consumer Installment and Other		Purchased Non-covered Loans			Purchased Covered Loans ⁽¹⁾			Total
	(In thousands)
Grade:
Pass	$	353,474	$	496,744	$	2,978	$	114,525	$	344,876	$	149,100		$	12,563		$	1,474,260
Substandard		14,643		20,326		-		3,106		781		24,810			1,650			65,316
Doubtful		-		-		-		-		12		18			-			30
Loss		-		-		-		-		374		-			-			374
Purchased loan discount		-		-		-		-		-		(6,432	)		(152	)		(6,584	)
Total	$	368,117	$	517,070	$	2,978	$	117,631	$	346,043	$	167,496		$	14,061		$	1,533,396

~~-17-~~

Credit Risk Profile by Internally Assigned Grade
At December 31, 2014

Commercial Commercial Real Estate Construction Residential Real Estate Consumer Installment and Other Purchased Non-covered Loans
Purchased Covered Loans (1)
Total
(In thousands)
Grade:
Pass $ 366,487 $ 527,980 $ 11,003 $ 144,902 $ 369,618 $ 182,644 $ 15,509 $ 1,618,143
Substandard 7,506 39,614 - 2,023 734 39,473 2,037 91,387
Doubtful 12 - - - 12 77 - 101
Loss - - - - 478 21 - 499
Credit risk discount - - - - - (9,372 ) (468 ) (9,840 )
Total $ 374,005 $ 567,594 $ 11,003 $ 146,925 $ 370,842 $ 212,843 $ 17,078 $ 1,700,290

⁽¹⁾ Credit risk profile reflects internally assigned grade of purchased covered loans without regard to FDIC indemnification.

The following tables summarize loans by delinquency and nonaccrual status:

	Summary of Loans by Delinquency and Nonaccrual Status At March 31, 2016
	Current and Accruing		30-59 Days Past Due and Accruing		60-89 Days Past Due and Accruing		Past Due 90 Days or More and Accruing		Nonaccrual		Total Loans
	(In thousands)
Commercial	$	338,683	$	780	$	308	$	-	$	2,127	$	341,898
Commercial real estate		505,878		715		400		-		8,190		515,183
Construction		2,147		-		-		-		-		2,147
Residential real estate		105,355		2,350		767		-		729		109,201
Consumer installment and other		338,687		2,137		647		183		-		341,654
Total originated loans		1,290,750		5,982		2,122		183		11,046		1,310,083
Purchased non-covered loans		141,930		721		40		77		6,681		149,449
Purchased covered loans		13,635		-		29		-		-		13,664
Total	$	1,446,315	$	6,703	$	2,191	$	260	$	17,727	$	1,473,196

Summary of Loans by Delinquency and Nonaccrual Status
At March 31, 2015

Current and Accruing 30-59 Days Past Due and Accruing 60-89 Days Past Due and Accruing Past Due 90 days or More and Accruing Nonaccrual Total Loans
(In thousands)
Commercial $ 388,683 $ 2,355 $ 533 $ - $ 292 $ 391,863
Commercial real estate 534,341 7,960 5,109 - 1,526 548,936
Construction 12,438 - - - - 12,438
Residential real estate 136,975 1,976 479 - 904 140,334
Consumer installment and other 369,260 1,548 357 191 619 371,975
Total originated loans 1,441,697 13,839 6,478 191 3,341 1,465,546
Purchased non-covered loans 187,198 2,945 1,821 - 10,045 202,009
Purchased covered loans 16,208 121 - - - 16,329
Total $ 1,645,103 $ 16,905 $ 8,299 $ 191 $ 13,386 $ 1,683,884

Summary of Loans by Delinquency and Nonaccrual Status
At December 31, 2014

Current and Accruing 30-59 Days Past Due and Accruing 60-89 Days Past Due and Accruing Past Due 90 days or More and Accruing Nonaccrual Total Loans
(In thousands)
Commercial $ 372,235 $ 1,704 $ 36 $ - $ 30 $ 374,005
Commercial real estate 557,041 6,500 - - 4,053 567,594
Construction 11,003 - - - - 11,003
Residential real estate 144,021 1,513 817 - 574 146,925
Consumer installment and other 365,753 3,310 625 502 652 370,842
Total originated loans 1,450,053 13,027 1,478 502 5,309 1,470,369
Purchased non-covered loans 196,150 4,204 491 - 11,998 212,843
Purchased covered loans 16,389 389 3 - 297 17,078
Total $ 1,662,592 $ 17,620 $ 1,972 $ 502 $ 17,604 $ 1,700,290

[The remainder of this page intentionally left blank]

- 17 -

	Summary of Loans by Delinquency and Nonaccrual Status At December 31, 2015
	Current and Accruing		30-59 Days Past Due and Accruing		60-89 Days Past Due and Accruing		Past Due 90 Days or More and Accruing		Nonaccrual		Total Loans
	(In thousands)
Commercial	$	365,450	$	1,777	$	122	$	-	$	768	$	368,117
Commercial real estate		504,970		5,930		726		-		5,444		517,070
Construction		2,978		-		-		-		-		2,978
Residential real estate		115,575		1,202		414		-		440		117,631
Consumer installment and other		341,566		3,263		919		295		-		346,043
Total originated loans		1,330,539		12,172		2,181		295		6,652		1,351,839
Purchased non-covered loans		158,554		589		7		-		8,346		167,496
Purchased covered loans		13,929		132		-		-		-		14,061
Total	$	1,503,022	$	12,893	$	2,188	$	295	$	14,998	$	1,533,396

~~-18-~~

The following is a summary of the effect of nonaccrual loans on interest income:

	For the Three Months Ended March 31,
	2016			2015
	(In thousands)
Interest income that would have been recognized had the loans performed in accordance with their original terms	$	280		$	311
Less: Interest income recognized on nonaccrual loans		(263	)		(205	)
Total reduction of interest income	$	17		$	106

For the Three Months Ended
March 31,

2015 2014
(In thousands)
Interest income that would have been recognized had the loans performed in accordance with their original terms
$ 311 $ 260
Less: Interest income recognized on nonaccrual loans (205 ) (44 )
Total reduction of interest income $ 106 $ 216

There were no commitments to lend additional funds to borrowers whose loans were on nonaccrual status at March 31, ~~2015~~2016 and December 31, ~~2014.~~

~~The following summarizes impaired loans:~~

Impaired Loans
At March 31, 2015

Recorded
Investment

Unpaid
Principal
Balance

Related
Allowance

(In thousands)
Impaired loans with no related allowance recorded:
Commercial $ 2,651 $ 2,715 $ -
Commercial real estate 17,159 23,100 -
Construction - - -
Residential real estate 1,145 1,175 -
Consumer installment and other 990 1,097 -

Impaired loans with an allowance recorded:
Commercial 9,860 9,860 493
Commercial real estate - - -
Construction - - -
Residential real estate - - -
Consumer installment and other - - -

Total:
Commercial $ 12,511 $ 12,575 $ 493
Commercial real estate 17,159 23,100 -
Construction - - -
Residential real estate 1,145 1,175 -
Consumer installment and other 990 1,097

2015.

[The remainder of this page intentionally left blank]

- 18 -

The following summarizes impaired loans:

	Impaired Loans At March 31, 2016
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(In thousands)
Impaired loans with no related allowance recorded:
Commercial	$	2,099	$	2,185	$	-
Commercial real estate		16,069		20,742		-
Construction		271		271		-
Residential real estate		953		984		-
Consumer installment and other		344		451		-

Impaired loans with an allowance recorded:
Commercial		11,634		12,452		5,831
Commercial real estate		4,660		5,109		585
Construction		-		-		-
Residential real estate		-		-		-
Consumer installment and other		-		-		-

Total:
Commercial	$	13,733	$	14,637	$	5,831
Commercial real estate		20,729		25,851		585
Construction		271		271		-
Residential real estate		953		984		-
Consumer installment and other		344		451		-

	Impaired Loans At December 31, 2015
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(In thousands)
Impaired loans with no related allowance recorded:
Commercial	$	2,917	$	2,979	$	-
Commercial real estate		16,309		21,168		-
Construction		271		271		-
Residential real estate		666		697		-
Consumer installment and other		350		456		-

Impaired loans with an allowance recorded:
Commercial		10,170		10,170		4,942
Commercial real estate		4,660		5,109		585
Construction		-		-		-
Residential real estate		-		-		-
Consumer installment and other		-		-		-

Total:
Commercial	$	13,087	$	13,149	$	4,942
Commercial real estate		20,969		26,277		585
Construction		271		271		-
Residential real estate		666		697		-
Consumer installment and other		350		456		-

- 19 -

~~-19-~~

Impaired Loans
At December 31, 2014

Recorded
Investment

Unpaid
Principal
Balance

Related
Allowance

(In thousands)
Impaired loans with no related allowance recorded:
Commercial $ 2,031 $ 2,095 $ -
Commercial real estate 19,478 25,519 -
Construction 1,834 1,884 -
Residential real estate 574 574 -
Consumer installment and other 1,518 1,628 -

Impaired loans with an allowance recorded:
Commercial 9,910 9,910 496
Commercial real estate - - -
Construction - - -
Residential real estate - - -
Consumer installment and other - - -

Total:
Commercial $ 11,941 $ 12,005 $ 496
Commercial real estate 19,478 25,519 -
Construction 1,834 1,884 -
Residential real estate 574 574 -
Consumer installment and other 1,518 1,628

Impaired loans include troubled debt restructured loans. Impaired loans at March 31, ~~2015,~~2016, included ~~$6,537~~$19,645 thousand of restructured loans, ~~including $998~~$12,114 thousand ~~that~~of which were on nonaccrual status. Impaired loans at December 31, ~~2014,~~2015, included ~~$4,837~~$15,712 thousand of restructured loans, ~~none~~$7,464 thousand of which were on nonaccrual status.

	Impaired Loans For the Three Months Ended March 31,
	2016				2015
	Average Recorded Investment		Recognized Interest Income		Average Recorded Investment		Recognized Interest Income
	(In thousands)
Commercial	$	13,410	$	133	$	12,226	$	146
Commercial real estate		20,849		159		18,318		257
Construction		271		-		917		-
Residential real estate		810		4		860		6
Consumer installment and other		347		6		1,254		6
Total	$	35,687	$	302	$	33,575	$	415

Impaired Loans
For the Three Months Ended March 31,

2015 2014

Average
Recorded
Investment

Recognized
Interest
Income

Average
Recorded
Investment

Recognized
Interest
Income

(In thousands)
Commercial $ 12,226 $ 146 $ 4,842 $ 67
Commercial real estate 18,318 257 19,298 117
Construction 917 - 2,259 -
Residential real estate 860 6 162 -
Consumer installment and other 1,254 6 1,716 8
Total $ 33,575 $ 415 $ 28,277 $ 192

~~[The remainder of this page intentionally left blank]~~

~~-20-~~

The following table provides information on troubled debt restructurings:

	Troubled Debt Restructurings
	At March 31, 2016
	Number of Contracts		Pre-Modification Carrying Value		Period-End Carrying Value		Period-End Individual Impairment Allowance
	(In thousands)
Commercial		7	$	2,568	$	2,156	$	194
Commercial real estate		11		17,587		17,265		585
Residential real estate		1		242		224		-
Total		19	$	20,397	$	19,645	$	779

	Troubled Debt Restructurings
	At December 31, 2015
	Number of Contracts		Pre-Modification Carrying Value		Period-End Carrying Value		Period-End Individual Impairment Allowance
	(In thousands)
Commercial		6	$	3,138	$	2,802	$	194
Commercial real estate		10		12,927		12,684		-
Residential real estate		1		242		226		-
Total		17	$	16,307	$	15,712	$	194

Troubled Debt Restructurings
At March 31, 2015

Number of
Contracts

Pre-Modification
Carrying Value

Period-End
Carrying Value

Period-End
Individual
Impairment
Allowance

(In thousands)
Commercial 6 $ 2,813 $ 2,599 $ -
Commercial real estate 5 3,875 3,693 -
Residential real estate 1 18 5 -
Consumer installment and other 1 241 240 -
Total 13 $ 6,947 $ 6,537 $ -

Troubled Debt Restructurings
At March 31, 2014

Number of
Contracts

Pre-Modification
Carrying Value

Period-End
Carrying Value

Period-End
Individual
Impairment
Allowance

(In thousands)
Commercial 3 $ 3,201 $ 2,938 $ 262
Commercial real estate 2 2,291 2,316 -
Consumer installment and other 1 18 17 -
Total 6 $ 5,510 $ 5,271 $ 262

During the three months ended March 31, 2016, the Company modified three loans with a carrying value of $4,757 thousand that were considered troubled debt restructurings. The concessions granted in the first quarter 2016 consisted of two modifications of payment terms to extend the maturity date to allow for deferred principal repayment and under-market terms and one court order requiring under-market terms. During the three months ended March 31, 2015, the Company modified five loans with a carrying value of $1,736 thousand that were considered troubled debt restructurings. The concessions granted in the first quarter 2015 consisted of modification of payment terms to extend the maturity date to allow for deferred principal repayment and under-market terms. During the three months ended March 31, 2014, the Company modified one loan with a carrying value of $17 thousand that was considered a troubled debt restructuring. The concession granted in the first quarter 2014 consisted of modification of payment terms to extend the maturity date to allow for deferred principal repayment. During the three months ended March 31,2016 and 2015, ~~and 2014,~~ no troubled debt restructured loans defaulted. A troubled debt restructuring is considered to be in default when payments are ninety days or more past due.

~~At December 31, 2014, the Company pledged loans to secure borrowings with a carrying value of $20,015 thousand from the Federal Home Loan Bank (“FHLB”). The~~

There were no loans restricted due to collateral requirements ~~approximated $18,366 thousand~~ at March 31, 2016 and December 31, ~~2014. The FHLB advances matured and were repaid in full in January~~ 2015.

There were no loans held for sale at March 31, ~~2015~~2016 and December 31, ~~2014.~~2015.

- 20 -

At March 31, ~~2015~~2016 and ~~March~~December 31, ~~2014,~~2015, the Company held total other real estate owned (OREO) of ~~$9,233~~$8,438 thousand net of reserve of $2,102 thousand and ~~$12,186~~$9,264 thousand net of reserve of $1,986 thousand, respectively, of which ~~$486~~$-0- thousand ~~and $967 thousand, respectively, were~~was foreclosed residential real estate properties. The amount of consumer mortgage loans outstanding secured by residential real estate properties for which formal foreclosure proceedings were in process ~~totaled $599 thousand and $902~~was $-0- thousand at March 31, ~~2015~~2016 and ~~March~~December 31, ~~2014, respectively.~~2015.

Note 5: Concentration of Credit Risk

The Company’s business activity is with customers in Northern and Central California. The loan portfolio is well diversified within the Company’s geographic market, although the Company has significant credit arrangements that are secured by real estate collateral. In addition to real estate loans outstanding as disclosed in Note 4, the Company had loan commitments and standby letters of credit related to real estate loans of $68,724 thousand and $66,086 thousand at March 31, 2015 and December 31, 2014, respectively. The Company requires collateral on all real estate loans with loan-to-value ratios at origination generally no greater than 75% on commercial real estate loans and no greater than 80% on residential real estate loans.

Under the California Financial Code, ~~loans~~credit extended to any one person owing to a commercial bank at any one time shall not exceed the following limitations: (a) unsecured loans shall not exceed 15 percent of the sum of the shareholders' equity, allowance for loan losses, capital notes, and debentures of the bank, or (b) secured and unsecured loans in all shall not exceed 25 percent of the sum of the shareholders' equity, allowance for loan losses, capital notes, and debentures of the bank. At March 31, ~~2015,~~2016, Westamerica Bank did not have ~~loans~~credit extended to any one ~~customer~~entity exceeding these ~~limits;~~limits. At March 31, 2016, Westamerica Bank had ~~40 borrower~~38 lending relationships with aggregate loans exceeding $5 million. The Company has significant credit arrangements that are secured by real estate collateral. In addition to real estate loans outstanding as disclosed in Note 4, the Company had loan commitments related to real estate loans of $60,660 thousand and $61,190 thousand at March 31, 2016 and December 31, 2015, respectively. The Company requires collateral on all real estate loans with loan-to-value ratios at origination generally no greater than 75% on commercial real estate loans and no greater than 80% on residential real estate loans. At March 31, 2016, Westamerica Bank held corporate bonds in 48 issuing entities which exceeded $5 million of each issuer.

~~-21-~~

Note 6: Other Assets

Other assets consisted of the following:

	At March 31, 2016		At December 31, 2015
	(In thousands)
Cost method equity investments:
Federal Reserve Bank stock ⁽¹⁾	$	14,069	$	14,069
Other investments		201		201
Total cost method equity investments		14,270		14,270
Life insurance cash surrender value		49,607		48,972
Net deferred tax asset		47,069		51,748
Limited partnership investments		14,551		15,259
Interest receivable		18,795		20,174
Prepaid assets		4,732		4,771
Other assets		14,180		10,660
Total other assets	$	163,204	$	165,854

At March 31,
2015

At December 31,
2014

(In thousands)
Cost method equity investments:
Federal Reserve Bank stock (1)
$ 14,069 $ 14,069
Federal Home Loan Bank stock (2)
450 940
Other investments 201 241
Total cost method equity investments 14,720 15,250
Life insurance cash surrender value 47,098 46,479
Net deferred tax asset 47,138 50,903
Limited partnership investments 17,445 18,673
Interest receivable 18,582 19,394
Prepaid assets 5,719 5,609
Other assets 9,872 10,150
Total other assets $ 160,574 $ 166,458

~~(1)~~ A bank applying for membership in the Federal Reserve System is required to subscribe to stock in the Federal Reserve Bank of San Francisco (FRB) in a sum equal to six percent of the bank’s paid-up capital stock and surplus. One-half of the amount of the bank's subscription shall be paid to the FRB and the remaining half will be subject to call when deemed necessary by the Board of Governors of the Federal Reserve System.

~~(2)~~ Borrowings from the FHLB must be supported by capital stock holdings. The minimum activity-based requirement is 4.7% of the outstanding advances. The requirement may be adjusted from time to time by the FHLB within limits established in the FHLB's Capital Plan.

⁽¹⁾

A bank applying for membership in the Federal Reserve System is required to subscribe to stock in the Federal Reserve Bank (FRB) in its district in a sum equal to six percent of the bank’s paid-up capital stock and surplus. One-half of the amount of the bank's subscription shall be paid to the FRB and the remaining half will be subject to call when deemed necessary by the Board of Governors of the Federal Reserve System.

The Company invests in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for low-income housing tax credits. At March 31, 2016, this investment totaled $14,551 thousand and $2,299 thousand of this amount represents outstanding equity capital commitments that are included in other liabilities. At December 31, 2015, this investment totaled ~~$17,445~~$15,259 thousand and ~~$2,460~~$2,299 thousand of this amount represents outstanding equity capital commitments. ~~These~~At March 31, 2016, the $2,299 thousand of outstanding equity capital commitments are expected to be paid as follows, ~~$614 thousand in 2015, $763~~$453 thousand in 2016, ~~and $1,083~~$763 thousand in 2017, and $1,083 thousand in 2018, or thereafter.

- 21 -

The amounts recognized in net income for these investments include:

	For the Three Months Ended March 31,
	2016		2015
	(In thousands)
Investment loss included in pre-tax income	$	675	$	675
Tax credits recognized in provision for income taxes		598		658

For the Three Months Ended
March 31,

2015 2014
(In thousands)
Investment loss included in pre-tax income $ 675 $ 700
Tax credits recognized in provision for income taxes 658 771

Note 7: Goodwill and Identifiable Intangible Assets

The Company has recorded goodwill and other identifiable intangibles associated with purchase business combinations. Goodwill is not amortized, but is ~~periodically~~ evaluated for ~~impairment.~~impairment at least annually. The Company did not recognize impairment during the three months ended March 31, ~~2015~~2016 and year ended December 31, ~~2014.~~2015. Identifiable intangibles are amortized to their estimated residual values over their expected useful lives. Such lives and residual values are also periodically reassessed to determine if any amortization period adjustments are indicated. During the three months ended March 31, ~~2015~~2016 and year ended December 31, ~~2014,~~2015, no such adjustments were recorded.

~~-22-~~

The carrying values of goodwill were:

At March 31,
2015

At December 31,
2014

(In thousands)

Goodwill $ 121,673 $ 121,673

	At March 31, 2016		At December 31, 2015
	(In thousands)
Goodwill	$	121,673	$	121,673

The gross carrying amount of identifiable intangible assets and accumulated amortization was:

	At March 31, 2016					At December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
	(In thousands)
Core Deposit Intangibles	$	56,808	$	(47,628	)	$	56,808	$	(46,782	)
Merchant Draft Processing Intangible		10,300		(9,954	)		10,300		(9,895	)
Total Identifiable Intangible Assets	$	67,108	$	(57,582	)	$	67,108	$	(56,677	)

At March 31, 2015 At December 31, 2014

Gross
Carrying
Amount

Accumulated
Amortization

Gross
Carrying
Amount

Accumulated
Amortization

(In thousands)
Core Deposit Intangibles $ 56,808 $ (44,116 ) $ 56,808 $ (43,188 )
Merchant Draft Processing Intangible 10,300 (9,706 ) 10,300 (9,633 )
Total Identifiable Intangible Assets $ 67,108 $ (53,822 ) $ 67,108 $ (52,821 )

As of March 31, ~~2015,~~2016, the current ~~year~~period and estimated future amortization expense for identifiable intangible assets was:

	Merchant Core Deposit Intangibles		Draft Processing Intangible		Total
	(In thousands)
For the Three Months ended March 31, 2016 (actual)	$	846	$	59	$	905
Estimate for year ended December 31, 2016		3,292		212		3,504
2017		2,913		164		3,077
2018		1,892		29		1,921
2019		538		-		538
2020		287		-		287

Core
Deposit
Intangibles

Merchant
Draft
Processing
Intangible
Total
(In thousands)
Three months ended March 31, 2015 (actual) $ 928 $ 73 $ 1,001
Estimate for year ended December 31, 2015 3,594 262 3,856
2016 3,292 212 3,504
2017 2,913 164 3,077
2018 1,892 29 1,921
2019 538 - 538
2020 287 - 287

- 22 -

Note 8: Deposits and Borrowed Funds

The following table provides additional detail regarding deposits.

	Deposits
	At March 31, 2016		At December 31, 2015
	(In thousands)
Noninterest-bearing	$	1,989,010	$	2,026,049
Interest-bearing:
Transaction		855,008		860,706
Savings		1,393,919		1,366,936
Time deposits less than $100 thousand		147,699		150,780
Time deposits $100 thousand through $250 thousand		93,460		96,971
Time deposits more than $250 thousand		37,654		39,217
Total deposits	$	4,516,750	$	4,540,659

Deposits
At March 31, 2015 At December 31, 2014
(In thousands)
Noninterest-bearing $ 1,902,904 $ 1,910,781
Interest-bearing:
Transaction 787,633 792,448
Savings 1,313,007 1,260,819
Time deposits less than $100 thousand 165,412 169,959
Time deposits $100 thousand through $250 thousand 109,909 113,023
Time deposits more than $250 thousand 101,211 102,161
Total deposits $ 4,380,076 $ 4,349,191

Demand deposit overdrafts of ~~$3,073~~$2,951 thousand and ~~$3,173~~$3,038 thousand were included as loan balances at March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, respectively. Interest expense for aggregate time deposits with individual account balances in excess of $100 thousand was ~~$197~~$137 thousand in the first quarter ~~2015~~2016 and ~~$232~~$197 thousand in the first quarter ~~2014.~~

Short-term borrowed funds of $82,960 thousand and $89,784 thousand at March 31, 2015 and December 31, 2014, respectively, represent securities sold under agreements to repurchase the securities. As the Company is obligated to repurchase the securities, the transfer of the securities is accounted for as a secured borrowing rather than a sale. Securities sold under repurchase agreements are held in the custody of independent securities brokers. 2015.

The ~~carrying amount of the securities approximates $115,411 thousand and $148,014 thousand at March 31, 2015 and December 31, 2014, respectively. The~~following table provides additional detail regarding short-term borrowed ~~funds mature on an overnight basis.~~funds.

	Repurchase Agreements (Sweep) Accounted for as Secured Borrowings
	At March 31, 2016		At December 31, 2015
	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous
Repurchase agreements:	(In thousands)
Collateral securing borrowings:
Securities of U.S. Government sponsored entities	$	99,343	$	98,969
Obligations of states and political subdivisions		3,250		3,975
Corporate securities		49,715		54,681
Total collateral carrying value	$	152,308	$	157,625
Total short-term borrowed funds	$	52,451	$	53,028

~~-23-~~

FHLB advances matured and were repaid in full in January 2015. At December 31, 2014, FHLB advances with a carrying value of $20,015 thousand were secured by residential real estate loans and securities of approximately $26,484 thousand.

The ~~Company has a~~ $35,000 thousand unsecured line of credit ~~which had~~expired, with no outstanding balance, March 18, 2016 and was not renewed. There was no outstanding balance at ~~March 31, 2015 and~~ December 31, 2014. The line of credit has a variable interest rate, which was 2.0% per annum at March 31, 2015, with interest payable monthly on outstanding advances. Advances may be made up to the unused credit limit through March 18, 2016.2015.

Note 9: Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available for sale investment securities are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as other real estate owned, impaired loans, certain loans held for investment, investment securities held to maturity, and other assets. These nonrecurring fair value adjustments typically involve the lower-of-cost-or-fair value accounting of individual assets.

In accordance with the Fair Value Measurement and Disclosure topic of the Codification, the Company bases its fair values on the price that would be received to sell an asset or paid to transfer a liability in the principal market or most advantageous market for an asset or liability in an orderly transaction between market participants on the measurement date under current market conditions. A fair value measurement reflects all of the assumptions that market participants would use in pricing the asset or liability, including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset, and the risk of nonperformance.

The Company groups its assets and liabilities measured at fair value into a three-level hierarchy, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. When the valuation assumptions used to measure the fair value of the asset or liability are categorized within different levels of the fair value hierarchy, the asset or liability is categorized in its entirety within the lowest level of the hierarchy. These levels are:

- 23 -

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active exchange markets, such as the New York Stock Exchange. Level 1 includes U.S. Treasury ~~equity~~ and ~~federal agency~~equity securities, which are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 2 includes federal agency securities, mortgage-backed securities, corporate securities, asset-backed securities, and municipal ~~bonds and residential collateralized mortgage obligations.~~

bonds.

Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

The Company relies on independent vendor pricing services to measure fair value for investment securities available for sale and investment securities held to maturity. The Company employs three pricing services. To validate the pricing of these vendors, the Company compares vendors’ pricing for each of the securities for consistency; significant pricing differences, if any, are evaluated using all available independent quotes with the quote closely affecting the market is generally used as the fair value estimate. In addition, the Company conducts “other than temporary impairment (OTTI)” analysis on a quarterly basis; securities selected for OTTI analysis include all securities at a market price below 95 percent of par value ~~and~~or with a market to book ratio below 95:100. As with any valuation technique used to estimate fair value, changes in underlying assumptions used could significantly affect the results of current and future values. Accordingly, these fair value estimates may not be realized in an actual sale of the securities.

The Company regularly reviews the valuation techniques and assumptions used by its vendors and determines which valuation techniques are utilized based on observable market inputs for the type of securities being measured. The Company uses the information to determine the placement in the fair value hierarchy as level 1, 2 or 3. When the Company changes its valuation assumptions for measuring financial assets and financial liabilities at fair value, either due to changes in current market conditions or other factors, or reevaluates the valuation techniques and assumptions used by its vendors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new ~~assumptions used.~~information. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the three months ended March 31, ~~2015~~2016 and ~~year ended December 31, 2014,~~2015, there were no transfers in or out of levels 1, 2 or 3. During the quarter ended June 30, 2015, the Company reevaluated the valuation techniques and assumptions used by its vendors in valuing the Company’s available for sale securities, and based on the evaluation, transferred $437,715 thousand out of level 1 and transferred $437,715 thousand into level 2. There were no transfers into level 1 or into or out of level 3. Subsequent to June 30, 2015 and through the year ended December 31, 2015, there were no transfers into or out of levels 1, 2 or 3.

[The remainder of this page intentionally left blank]

- 24 -

~~-24-~~

Assets Recorded at Fair Value on a Recurring Basis

The ~~table~~tables below ~~presents~~present assets measured at fair value on a recurring ~~basis.~~basis on the dates indicated.

	At March 31, 2016
	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)
Securities of U.S. Government sponsored entities	$	360,729	$	-	$	360,729	$	-
Agency residential MBS		197,269		-		197,269		-
Non-agency residential MBS		353				353		-
Non-agency commercial MBS		2,302		-		2,302		-
Obligations of states and political subdivisions		148,558		-		148,558		-
Asset-backed securities		1,658		-		1,658		-
FHLMC and FNMA stock		3,791		6		3,785		-
Corporate securities		868,747		-		868,747		-
Other securities		2,563		703		1,860		-
Total securities available for sale	$	1,585,970	$	709	$	1,585,261	$	-

	At December 31, 2015
	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)
Securities of U.S. Government sponsored entities	$	301,882	$	-	$	301,882	$	-
Agency residential MBS		202,544		-		202,544		-
Non-agency residential MBS		370				370		-
Non-agency commercial MBS		2,379		-		2,379		-
Obligations of states and political subdivisions		157,509		-		157,509		-
Asset-backed securities		2,003		-		2,003		-
FHLMC and FNMA stock		4,329		7		4,322		-
Corporate securities		896,369		-		896,369		-
Other securities		2,831		991		1,840		-
Total securities available for sale	$	1,570,216	$	998	$	1,569,218	$	-

At March 31, 2015
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)
U.S. Treasury securities $ 3,504 $ 3,504 $ - $ -
Securities of U.S. Government sponsored entities 633,608 633,608 - -
Residential mortgage-backed securities 24,298 - 24,298 -
Commercial mortgage-backed securities 2,820 - 2,820 -
Obligations of states and political subdivisions 175,694 - 175,694 -
Residential collateralized mortgage obligations 215,899 - 215,899 -
Asset-backed securities 2,992 - 2,992 -
FHLMC and FNMA stock 6,460 6,460 - -
Corporate securities 709,257 - 709,257 -
Other securities 2,788 906 1,882 -
Total securities available for sale $ 1,777,320 $ 644,478 $ 1,132,842 $ -

At December 31, 2014
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)
U.S. Treasury securities $ 3,505 $ 3,505 $ - $ -
Securities of U.S. Government sponsored entities 635,188 635,188 - -
Residential mortgage-backed securities 26,407 - 26,407 -
Commercial mortgage-backed securities 2,919 - 2,919 -
Obligations of states and political subdivisions 181,799 - 181,799 -
Residential collateralized mortgage obligations 222,457 - 222,457 -
Asset-backed securities 8,313 - 8,313 -
FHLMC and FNMA stock 5,168 5,168 - -
Corporate securities 512,239 - 512,239 -
Other securities 2,786 910 1,876 -
Total securities available for sale $ 1,600,781 $ 644,771 $ 956,010 $ -

[The remainder of this page intentionally left blank]

- 25 -

~~-25-~~

Assets Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of lower-of-cost or fair-value accounting of individual assets. For assets measured at fair value on a nonrecurring basis that were recorded in the balance sheet at March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, the following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related assets at period end.

	At March 31, 2016								For the Three Months Ended March 31, 2016
	Carrying Value		Level 1		Level 2		Level 3		Total Losses
	(In thousands)
Other real estate owned	$	8,438	$	-	$	-	$	8,438	$	(126	)
Impaired loans		16,208		-		-		16,208		(814	)
Total assets measured at fair value on a nonrecurring basis	$	24,646	$	-	$	-	$	24,646	$	(940	)

	At December 31, 2015								For the Year Ended December 31, 2015
	Carrying Value		Level 1		Level 2		Level 3		Total Losses
	(In thousands)
Other real estate owned	$	9,264	$	-	$	-	$	9,264	$	(320	)
Impaired loans		15,633		-		-		15,633		(449	)
Total assets measured at fair value on a nonrecurring basis	$	24,897	$	-	$	-	$	24,897	$	(769	)

For the Three
Months Ended
At March 31, 2015 March 31, 2015
Fair Value Level 1 Level 2 Level 3 Total Losses
(In thousands)
Other real estate owned $ 9,233 $ - $ 9,233 $ - $ (243 )
Impaired loans 16,120 - 6,753 9,367 -
Total assets measured at fair value on a nonrecurring basis $ 25,353 $ - $ 15,986 $ 9,367 $ (243 )

For the
Year Ended
At December 31, 2014 December 31, 2014
Fair Value Level 1 Level 2 Level 3 Total Losses
(In thousands)
Other real estate owned $ 6,374 $ - $ 6,374 $ - $ (358 )
Impaired loans 17,085 - 7,670 9,415 (884 )
Total assets measured at fair value on a nonrecurring basis $ 23,459 $ - $ 14,044 $ 9,415 $ (1,242 )

Level 23 – Valuation is based upon independent market prices, estimated liquidation values of loan collateral or appraised value of the collateral as determined by third-party independent appraisers, less 10% for selling costs, generally. Level 23 includes other real estate owned that has been measured at fair value upon transfer to foreclosed assets and impaired loans collateralized by real property and other business asset collateral where a specific reserve has been established or a ~~charge-off~~chargeoff has been recorded. Losses on other real estate owned represent losses recognized in earnings during the period subsequent to its initial classification as foreclosed assets.

~~Level 3 – Valuation is based upon estimated liquidation values of loan collateral.~~ The ~~value of level 3 assets can also include a component of real estate, which is valued as described for level 2~~unobservable inputs ~~when collateral for~~and qualitative information about the ~~impaired loan includes both business assets and real estate. Level 3 includes impaired loans where a specific reserve has been established or a charge-off has been recorded.~~

unobservable inputs are not presented due to the unavailability from third party evaluators.

Disclosures about Fair Value of Financial Instruments

The following section describes the valuation methodologies used by the Company for estimating fair value of financial instruments not recorded at fair value in the balance sheet.

Cash and Due from Banks Cash and due from banks represent U.S. dollar denominated coin and currency, deposits at the Federal Reserve Bank and correspondent banks, and amounts being settled with other banks to complete the processing of customers’ daily transactions. Collectively, the Federal Reserve Bank and financial institutions operate in a market in which cash and due from banks transactions are processed continuously in significant daily volumes honoring the face value of the U.S. dollar.

Investment Securities Held to Maturity The fair values of investment securities were estimated using quoted prices as described above for Level ~~1 and Level~~ 2 valuation.

Loans Loans were separated into two groups for valuation. Variable rate loans, except for those described below, which reprice frequently with changes in market rates were valued using historical cost. Fixed rate loans and variable rate loans that have reached their minimum contractual interest rates were valued by discounting the future cash flows expected to be received from the loans using current interest rates charged on loans with similar characteristics. Additionally, the allowance for loan losses of ~~$31,187~~$29,487 thousand at March 31, ~~2015~~2016 and ~~$31,485~~$29,771 thousand at December 31, ~~2014~~2015 and the ~~fair value~~purchased loan discount ~~due to credit default risk~~ associated with purchased covered and purchased non-covered loans of ~~$200~~$18 thousand and ~~$8,705~~$6,084 thousand, respectively at March 31, ~~2015~~2016 and ~~purchased covered and purchased non-covered loans of $468~~$152 thousand and ~~$9,372~~$6,432 thousand, respectively at December 31, ~~2014~~2015 were applied against the estimated fair values to recognize estimated future defaults of contractual cash flows. The Company does not consider these values to be a liquidation price for the loans.

- 26 -

~~-26-~~

Deposit Liabilities Deposits with no stated maturity such as checking accounts, savings accounts and money market accounts can be readily converted to cash or used to settle transactions at face value through the broad financial system operated by the Federal Reserve Bank and financial institutions. The fair value of deposits with no stated maturity is equal to the amount payable on demand. The fair values of time deposits were estimated by discounting estimated future contractual cash flows using current market rates for financial instruments with similar characteristics.

Short-Term Borrowed Funds The carrying amount of securities sold under agreement to repurchase and other short-term borrowed funds approximate fair value due to the relatively short period of time between their origination and their expected realization.

~~Federal Home Loan Bank Advances~~ ~~The fair values of FHLB advances were estimated by using redemption amounts quoted by the Federal Home Loan Bank of San Francisco.~~

The table below is a summary of fair value estimates for financial instruments and the level of the fair value hierarchy within which the fair value measurements are categorized, excluding financial instruments recorded at fair value on a recurring basis. The values assigned do not necessarily represent amounts which ultimately may be realized for assets or paid to settle liabilities. In addition, these values do not give effect to adjustments to fair value which may occur when financial instruments are sold or settled in larger quantities. The carrying amounts in the following table are recorded in the balance sheet under the indicated captions.

The Company has not included assets and liabilities that are not financial instruments, such as goodwill, long-term relationships with deposit, merchant processing and trust customers, other purchased intangibles, premises and equipment, deferred taxes and other assets and liabilities. The total estimated fair values do not represent, and should not be construed to represent, the underlying value of the Company.

	At March 31, 2016
	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)
Financial Assets:		(In thousands)
Cash and due from banks	$	471,164	$	471,164	$	471,164	$	-	$	-
Investment securities held to maturity		1,358,139		1,381,808		-		1,381,808		-
Loans		1,443,709		1,464,418		-		-		1,464,418

Financial Liabilities:
Deposits	$	4,516,750	$	4,515,926	$	-	$	4,237,937	$	277,989
Short-term borrowed funds		52,451		52,451		-		52,451		-

	At December 31, 2015
	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)
Financial Assets:	(In thousands)
Cash and due from banks	$	433,044	$	433,044	$	433,044	$	-	$	-
Investment securities held to maturity		1,316,075		1,325,699		-		1,325,699		-
Loans		1,503,625		1,517,394		-		-		1,517,394

Financial Liabilities:
Deposits	$	4,540,659	$	4,539,455	$	-	$	4,253,691	$	285,764
Short-term borrowed funds		53,028		53,028		-		53,028		-

At March 31, 2015
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 )

Financial Assets: (In thousands)
Cash and due from banks $ 247,450 $ 247,450 $ 247,450 $ - $ -
Investment securities held to maturity 1,015,231 1,030,865 1,007 1,029,858 -
Loans 1,652,697 1,665,928 - - 1,665,928

Financial Liabilities:
Deposits $ 4,380,076 $ 4,379,658 $ - $ 4,003,544 $ 376,114
Short-term borrowed funds 82,960 82,960 - 82,960 -

At December 31, 2014
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 )

Financial Assets: (In thousands)
Cash and due from banks $ 380,836 $ 380,836 $ 380,836 $ - $ -
Investment securities held to maturity 1,038,658 1,048,562 1,077 1,047,485 -
Loans 1,668,805 1,685,048 - - 1,685,048

Financial Liabilities:
Deposits $ 4,349,191 $ 4,348,958 $ - $ 3,964,048 $ 384,910
Short-term borrowed funds 89,784 89,784 - 89,784 -
Federal Home Loan Bank advances 20,015 20,014 20,014 - -

The majority of the Company’s standby letters of credit and other commitments to extend credit carry current market interest rates if converted to loans. No premium or discount was ascribed to these commitments because virtually all funding would be at current market rates.

- 27 -

~~-27-~~

Note 10: Commitments and Contingent Liabilities

Loan commitments are agreements to lend to a customer provided there is no violation of any condition established in the agreement. Commitments generally have fixed expiration dates or other termination clauses. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future funding requirements. Loan commitments are subject to the Company’s normal credit policies and collateral requirements. Unfunded loan commitments were ~~$320,290~~$321,077 thousand and ~~$312,694~~$299,884 thousand at March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, respectively. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. Standby letters of credit are primarily issued to support customers’ short-term financing requirements and must meet the Company’s normal credit policies and collateral requirements. Financial and performance standby letters of credit outstanding totaled ~~$27,490~~$23,581 thousand and ~~$29,002~~$26,149 thousand at March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, respectively. The Company also had commitments for commercial and similar letters of credit of ~~$40~~$-0- thousand at March 31, ~~2015~~2016 and $40 thousand at December 31, 2015. At March 31, 2016 and December 31, ~~2014. At March 31,~~ 2015, ~~and December 31, 2014,~~ the Company had a reserve for unfunded commitments of ~~$2,693~~$2,593 thousand, included in other liabilities.

Due to the nature of its business, the Company is subject to various threatened or filed legal cases. Based on the advice of legal counsel, the Company does not expect such cases will have a material, adverse effect on its financial position or results of operations. Legal liabilities are accrued when obligations become probable and the amount is reasonably estimable.

Note 11: Earnings Per Common Share

The table below shows earnings per common share and diluted earnings per common share. Basic earnings per common share are computed by dividing net income by the average number of common shares outstanding during the period. Diluted earnings per common share are computed by dividing net income by the average number of common shares outstanding during the period plus the impact of common stock equivalents.

	For the Three Months Ended
	March 31,
	2016		2015
	(In thousands, except per share data)
Net income (numerator)	$	14,226	$	14,557
Basic earnings per common share
Weighted average number of common shares outstanding - basic (denominator)		25,445		25,651
Basic earnings per common share	$	0.56	$	0.57
Diluted earnings per common share
Weighted average number of common shares outstanding - basic		25,445		25,651
Add common stock equivalents for options		23		4
Weighted average number of common shares outstanding - diluted (denominator)		25,468		25,655
Diluted earnings per common share	$	0.56	$	0.57

For the Three Months Ended
March 31,

2015 2014
(In thousands, except per share data)
Net income (numerator) $ 14,557 $ 15,307
Basic earnings per common share
Weighted average number of common shares outstanding - basic (denominator) 25,651 26,433
Basic earnings per common share $ 0.57 $ 0.58
Diluted earnings per common share
Weighted average number of common shares outstanding - basic 25,651 26,433
Add common stock equivalents for options 4 104
Weighted average number of common shares outstanding - diluted (denominator) 25,655 26,537
Diluted earnings per common share $ 0.57 $ 0.58

For the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, options to purchase ~~1,775~~1,297 thousand and ~~809~~1,775 thousand shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per share because the option exercise price exceeded the fair value of the stock such that their inclusion would have had an anti-dilutive effect.

[The remainder of this page intentionally left blank]

- 28 -

~~-28-~~

WESTAMERICA BANCORPORATION

FINANCIAL SUMMARY

For the Three Months Ended
March 31, March 31, December 31,
2015 2014 2014
(In thousands, except per share data)
Net Interest and Fee Income (FTE)1
$ 36,930 $ 38,864 $ 37,305
Provision for Loan Losses - 1,000 200
Noninterest Income 12,300 12,990 12,545
Noninterest Expense 26,727 26,873 26,353
Income Before Income Taxes (FTE)1
22,503 23,981 23,297
Provision for Income Taxes (FTE)1
7,946 8,674 8,269
Net Income $ 14,557 $ 15,307 $ 15,028

Average Common Shares Outstanding 25,651 26,433 25,821
Diluted Average Common Shares Outstanding 25,655 26,537 25,858
Common Shares Outstanding at Period End 25,563 26,299 25,745

Per Common Share:
Basic Earnings $ 0.57 $ 0.58 $ 0.58
Diluted Earnings 0.57 0.58 0.58
Book Value Per Common Share $ 20.63 $ 20.57 $ 20.45

Financial Ratios:
Return On Assets 1.17 % 1.27 % 1.18 %
Return On Common Equity 11.44 % 11.64 % 11.51 %
Net Interest Margin (FTE)1
3.43 % 3.83 % 3.53 %
Net Loan Losses to Average Loans 0.07 % 0.13 % 0.11 %
Efficiency Ratio2
54.3 % 51.8 % 52.9 %

Average Balances:
Assets $ 5,059,537 $ 4,889,940 $ 5,050,417
Earning Assets 4,342,031 4,093,087 4,203,048
Loans 1,683,748 1,822,065 1,709,012
Deposits 4,402,946 4,209,723 4,373,472
Shareholders' Equity 516,086 533,159 518,206

Period End Balances:
Assets $ 5,035,777 $ 4,921,042 $ 5,035,724
Earning Assets 4,476,435 4,166,936 4,339,729
Loans 1,683,884 1,816,319 1,700,290
Deposits 4,380,076 4,214,783 4,349,191
Shareholders' Equity 527,380 540,883 526,603

Capital Ratios at Period End:
Total Risk Based Capital 13.08 % 15.19 % 14.54 %
Tangible Equity to Tangible Assets 8.01 % 8.40 % 7.97 %

Dividends Paid Per Common Share $ 0.38 $ 0.38 $ 0.38
Common Dividend Payout Ratio 67 % 66 % 66 %

	For the Three Months Ended
	March 31,			March 31,			December 31,
	2016			2015			2015
	(In thousands, except per share data)
Net Interest and Fee Income (FTE)⁽¹⁾	$	36,447		$	36,930		$	36,734
Provision for Loan Losses		-			-			-
Noninterest Income		11,729			12,300			11,305
Noninterest Expense		25,858			26,727			25,504
Income Before Income Taxes (FTE)⁽¹⁾		22,318			22,503			22,535
Provision for Income Taxes (FTE)⁽¹⁾		8,092			7,946			7,957
Net Income	$	14,226		$	14,557		$	14,578

Average Common Shares Outstanding		25,445			25,651			25,528
Average Diluted Common Shares Outstanding		25,468			25,655			25,555
Common Shares Outstanding at Period End		25,438			25,563			25,528

Per Common Share:
Basic Earnings	$	0.56		$	0.57		$	0.57
Diluted Earnings		0.56			0.57			0.57
Book Value Per Common Share	$	21.19		$	20.63		$	20.85

Financial Ratios:
Return On Assets		1.11	%		1.17	%		1.12	%
Return On Common Equity		10.85	%		11.44	%		11.01	%
Net Interest Margin (FTE)⁽¹⁾		3.34	%		3.43	%		3.32	%
Net Loan Losses to Average Loans		0.08	%		0.07	%		0.07	%
Efficiency Ratio⁽²⁾		53.7	%		54.3	%		53.1	%

Average Balances:
Assets	$	5,174,804		$	5,059,537		$	5,168,805
Earning Assets		4,381,423			4,342,031			4,411,599
Loans		1,500,616			1,683,748			1,543,591
Deposits		4,537,548			4,402,946			4,536,256
Shareholders' Equity		527,177			516,086			525,277

Period End Balances:
Assets	$	5,199,868		$	5,035,777		$	5,168,875
Earning Assets		4,417,305			4,476,435			4,419,687
Loans		1,473,196			1,683,884			1,533,396
Deposits		4,516,750			4,380,076			4,540,659
Shareholders' Equity		538,973			527,380			532,205

Capital Ratios at Period End:
Total Risk Based Capital		13.51	%		13.08	%		13.39	%
Tangible Equity to Tangible Assets		8.04	%		8.01	%		7.94	%

Dividends Paid Per Common Share	$	0.39		$	0.38		$	0.39
Common Dividend Payout Ratio		70	%		67	%		68	%

The above financial summary has been derived from the Company's unaudited consolidated financial statements. This information should be read in conjunction with those statements, notes and the other information included elsewhere herein. Percentages under the heading "Financial Ratios" are annualized with the exception of the efficiency ratio.

⁽¹⁾

Yields on securities and certain loans have been adjusted upward to an FTE basis, which is a non-GAAP financial measure, in order to reflect the effect of income which is exempt from federal income taxation at the current statutory tax rate.

⁽²⁾

The efficiency ratio is defined as noninterest expense divided by total revenue (net interest income on an FTE basis, which is a non-GAAP financial measure, and noninterest income).

- 29 -

1 ~~Yields on securities and certain loans have been adjusted upward to a "fully taxable equivalent" ("FTE") basis, which is a~~ ~~non-GAAP financial measure, in order to reflect the effect of income which is exempt from federal income taxation at the~~ ~~current statutory tax rate.~~

2 ~~The efficiency ratio is defined as noninterest expense divided by total revenue (net interest income on an FTE basis, which~~ ~~is a non-GAAP financial measure, and noninterest income).~~

~~-29-~~

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

The Federal Reserve’s Federal Open Market Committee has maintained highly accommodative monetary policies to influence interest rates to low levels in order to provide stimulus to the economy following the “financial crisis” recession. The Company’s

Westamerica Bancorporation and subsidiaries’ (the “Company’s”) principal source of revenue is net interest and fee income, which represents interest earned on loans and investment securities (“~~earning~~interest-earning assets”) reduced by interest paid on deposits and other borrowings (“interest-bearing liabilities”). The relatively low level of market interest rates has reduced the spread between interest rates on earning assets and interest bearing liabilities. The Company’s net interest margin and net interest income declined as market interest rates on newly originated loans remain below the yields earned on older-dated loans and on the overall loan portfolio. The Company’s loan portfolio has declined from the first quarter 2015 through the first quarter 2016; Management has been avoiding long-dated, low-yielding loans given historically low interest rates. Management has also maintained, in their opinion, conservative loan underwriting, terms and conditions. During this period, the investment portfolio has grown. The Company ishas been reducing its exposure to rising interest rates by purchasing shorter-duration investment securities, ~~with~~which have lower yields than longer-duration securities. The ~~Company’s credit quality continued to improve, as nonperforming~~changing composition of interest earning assets ~~at March 31, 2015 declined twenty four percent compared with March 31, 2014~~ and low market interest rates has pressured the net ~~loan losses remained low~~interest margin on a fully taxable equivalent (“FTE”) basis. The net interest margin in the ~~three months ended March 31,~~first quarter 2016 increased from the fourth quarter 2015 reflecting the Federal Open Market Committee’s (“FOMC”s) 0.25 percent increase in the federal funds rate on December 16, 2015, which increased yields on loans and investment securities with floating rates. In the first quarter 2016 the Company’s average checking and savings deposits were 6 percent higher than in the first quarter 2015. The ~~improvement~~growth in ~~credit quality has resulted in Management reducing~~lower-costing deposit products contributed to lowering the ~~provision for loan losses to zero~~funding cost from 0.06 percent in the first quarter 2015 ~~from $1 million~~to 0.05 percent in the first quarter ~~2014 and $200 thousand in the fourth quarter 2014. The credit quality improvement also contributed to reducing noninterest expenses related to nonperforming assets.~~2016. Management is focused on controlling all noninterest expense levels, particularly due to market interest rate pressure on net interest income.

~~Westamerica Bancorporation~~

The Company presents its net interest margin and ~~subsidiaries (the “Company”~~net interest income on a FTE basis using the current statutory federal tax rate, which is a non-generally accepted accounting principles (GAAP) financial measure. Management believes the FTE basis is valuable to the reader because the Company’s loan and investment securities portfolios contain a relatively large portion of municipal loans and securities that are federally tax exempt. The Company’s tax exempt loans and securities composition may not be similar to that of other banks, therefore in order to reflect the impact of the federally tax exempt loans and securities on the net interest margin and net interest income for comparability with other banks, the Company presents its net interest margin and net interest income on a FTE basis.

The Company’s significant accounting policies (see Note 1 (“Summary Significant Accounting Policies”) to Financial Statements in the Company’s 2015 Form 10-K) are fundamental to understanding the Company’s results of operations and financial condition. There have been no changes to the Company’s significant accounting policies during the first quarter of 2016.

The Company reported first quarter ~~2015~~2016 net income of ~~$14.6~~$14.2 million or ~~$0.57~~$0.56 diluted earnings per common share. These results compare to net income of ~~$15.3~~$14.6 million or ~~$0.58~~$0.57 diluted earnings per common share and ~~$15.0~~$14.6 million or ~~$0.58~~$0.57 diluted earnings per common share ~~respectively,~~ for both the first and fourth quarters 2015.

[The remainder of ~~2014.~~this page intentionally left blank]

- 30 -

Net Income

Following is a summary of the components of net income for the periods indicated:

For the Three Months Ended
March 31, December 31,
2015 2014 2014
(In thousands, except per share data)
Net interest and fee income (FTE) $ 36,930 $ 38,864 $ 37,305
Provision for loan losses - (1,000 ) (200 )
Noninterest income 12,300 12,990 12,545
Noninterest expense (26,727 ) (26,873 ) (26,353 )
Income before taxes (FTE) 22,503 23,981 23,297
Income tax provision (FTE) (7,946 ) (8,674 ) (8,269 )
Net income $ 14,557 $ 15,307 $ 15,028

Average diluted common shares 25,655 26,537 25,858
Diluted earnings per common share $ 0.57 $ 0.58 $ 0.58

Average total assets $ 5,059,537 $ 4,889,940 $ 5,050,417
Net income to average total assets (annualized) 1.17 % 1.27 % 1.18 %
Net income to average common stockholders' equity (annualized) 11.44 % 11.64 % 11.51 %

	For the Three Months Ended
	March 31,						December 31,
	2016			2015			2015
	(In thousands, except per share data)
Net interest and loan fee income (FTE)	$	36,447		$	36,930		$	36,734
Provision for loan losses		-			-			-
Noninterest income		11,729			12,300			11,305
Noninterest expense		25,858			26,727			25,504
Income before taxes (FTE)		22,318			22,503			22,535
Income tax provision (FTE)		8,092			7,946			7,957
Net income	$	14,226		$	14,557		$	14,578

Average diluted common shares		25,468			25,655			25,555
Diluted earnings per common share	$	0.56		$	0.57		$	0.57

Average total assets	$	5,174,804		$	5,059,537		$	5,168,805
Net income to average total assets (annualized)		1.11	%		1.17	%		1.12	%
Net income to average common shareholders' equity (annualized)		10.85	%		11.44	%		11.01	%

Net income for the first quarter of ~~2015~~2016 was ~~$750~~$331 thousand less than the same quarter of ~~2014,~~2015, the net result of ~~declines in~~lower net interest and loan fee income ~~(fully taxable equivalent or “FTE”)~~(FTE), lower noninterest income and ~~noninterest~~higher income tax provision (FTE), partially offset by ~~decreases in the provision for loan losses and income tax provision (FTE).~~lower noninterest expense. A decrease in net interest and fee income (FTE) was mostly attributed to lower average balances of loans and lower ~~yields~~composite yield on ~~interest-earning assets,~~investments, partially offset by higher average balances of investments and ~~a lower average volume~~the effect of ~~higher-cost funding sources.~~one additional accrual day. The provision for loan losses ~~was reduced,~~remained zero, reflecting Management's evaluation of losses inherent in the loan portfolio; net losses and nonperforming loan volumes have declined relative to earlier periods. Noninterest income decreased primarily due to reduced levels of service charges on deposit accounts and lower merchant credit card fees.

Comparing the first quarter of 2015 to the fourth quarter of 2014, net income decreased $471 thousand due to lower net interest and fee income (FTE), lower noninterest income and higher noninterest expense, partially offset by decreases in the provision for loan losses and income tax provision (FTE). The lower net interest and fee income (FTE) was primarily caused by lower yields on interest earning assets, the effect of two less accrual days and a lower average volume of loans, partially offset by higher average balances of investments and a lower average volume of higher-cost funding sources. The provision for loan losses was reduced, reflecting improved credit quality and Management's evaluation of losses inherent in the loan portfolio. Noninterest income decreased primarily due to reduced levels of service charges on ~~deposits accounts.~~deposit accounts and lower merchant credit card fees. Noninterest expense decreased mostly due to lower salaries and related benefit expense caused by employee attrition, occupancy cost reductions from branch closures, and lower expense for foreclosed properties. The income tax provision (FTE) was higher in the first quarter 2016 due to reduced levels of federally tax-exempt income on interest-earning assets relative to pre-tax income, and lower tax credits.

Comparing the first quarter of 2016 with the fourth quarter of 2015, net income decreased $352 thousand due to lower net interest and loan fee income (FTE), higher noninterest expense and higher income tax provision (FTE), partially offset by higher noninterest income. The lower net interest and fee income (FTE) was primarily caused by lower average balances of loans and the effect of one less accrual day, partially offset by higher average balances of investments and the effect of the FOMC’s 0.25 percent increase in the federal funds rate on December 16, 2015 on interest-earning assets with floating rates. The provision for loan losses remained zero, reflecting Management's evaluation of losses inherent in the loan portfolio. Noninterest income increased primarily due to higher merchant credit card fees. Noninterest expense increased mostly due to seasonally high payroll taxes, higher ~~personnel expenses.~~expenses for information technology upgrades, partially offset by cost savings from branch closures. Income tax provision (FTE) increased because the fourth quarter 2015 provision (FTE) was higher in the first quarter 2016 due to reduced levels of federally tax-exempt income on interest-earning assets relative to pre-tax income, and lower tax credits.

[The remainder of this page intentionally left blank]

- 31 -

~~- 30 -~~

Net Interest and Loan Fee Income (FTE)

Following is a summary of the components of net interest and loan fee income (FTE) for the periods indicated:

For the Three Months Ended
March 31, December 31,
2015 2014 2014
(In thousands)
Interest and fee income $ 33,917 $ 35,564 $ 34,342
Interest expense (659 ) (898 ) (800 )
FTE adjustment 3,672 4,198 3,763
Net interest and fee income (FTE) $ 36,930 $ 38,864 $ 37,305

Average earning assets $ 4,342,031 $ 4,093,087 $ 4,203,048
Net interest margin (FTE) (annualized) 3.43 % 3.83 % 3.53 %

	For the Three Months Ended
	March 31,						December 31,
	2016			2015			2015
	(In thousands)
Interest and loan fee income	$	33,647		$	33,917		$	33,888
Interest expense		552			659			563
FTE adjustment		3,352			3,672			3,409
Net interest and loan fee income (FTE)	$	36,447		$	36,930		$	36,734

Average earning assets	$	4,381,423		$	4,342,031		$	4,411,599
Net interest margin (FTE) (annualized)		3.34	%		3.43	%		3.32	%

Net interest and loan fee income (FTE) decreased during the first quarter ~~2015~~2016 by ~~$1.9 million~~$483 thousand from the same period in ~~2014 to $36.9 million,~~2015, mainly due to lower average balances of loans (down ~~$138~~$183 million) and lower yields on ~~interest-earning assets~~investments (down 431 basis ~~points~~point or “bp”), partially offset by higher average balances of investments (up ~~$387~~$223 million), higher yields on loans (up 5 bp) and ~~lower average balances~~the effect of ~~higher-costing interest-bearing liabilities.~~

one additional accrual day.

Comparing the first quarter of ~~2015~~2016 with the fourth quarter of ~~2014,~~2015, net interest and loan fee income (FTE) decreased ~~$375~~$287 thousand due to lower ~~yields on interest earning assets~~average balances of loans (down ~~12 bp),~~$43 million) and the effect of ~~two~~one less accrual ~~days and a lower average volume of loans (down $25 million),~~day, partially offset by higher average balances of investments (up ~~$164~~$13 million) and ~~lower average balances of higher-costing interest-bearing liabilities.~~

higher yields on interest-earning assets (up 2 bp).

Loan volumes have declined due to problem loan workout activities (such as chargeoffs, collateral repossessions and principal payments), particularly with purchased loans, and reduced volumes of loan originations. In Management’s opinion, current levels of competitive loan pricing do not provide adequate forward earnings potential. As a result, the Company has not currently taken an aggressive posture relative to loan portfolio growth. Management has maintained relatively stable interest-earning asset volumes by increasing investment securities as loan volumes have declined.

Yields on interest-earning assets ~~have~~ declined due to relatively low interest rates prevailing in the market. The net interest margin (FTE) was 3.34% in the first quarter 2016, 3.43% in the first quarter 2015 ~~3.53%~~and 3.32% in the fourth quarter ~~2014 and 3.83%~~2015. The net interest margin (FTE) was affected by declining market interest rates until the FOMC’s 0.25 percent increase in the ~~first quarter 2014.~~federal funds rate on December 16, 2015, which increased yields on loans and investment securities with floating rates. The volume of older-dated higher-yielding loans declined due to principal maturities and paydowns. ~~Newly originated loans have lower yields.~~ The Company, in anticipation of rising interest rates, has been purchasing floating rate and shorter-duration investment securities with lower yields than longer-duration securities to increase liquidity. The Company’s high levels of liquidity will provide an opportunity to obtain higher yielding assets ~~once~~assuming market interest rates start rising.

The Company has been replacing higher-cost funding sources with low-cost deposits and interest expense has declined to offset some of the decline in interest income.

~~Interest and Fee Income (FTE)~~

Interest and fee income (FTE) for the first quarter of 2015 decreased $2.2 million or 5.5% from the same period in 2014. The decrease was caused by lower average balances of loans and lower yields on interest-earning assets, partially offset by higher average balances of investments.

The total average balances of loans declined due to decreases in the average balances of commercial real estate loans (down $78 million), consumer loans (down $36 million), residential real estate loans (down $37 million) and tax-exempt commercial loans (down $16 million). The average investment portfolio increased largely due to higher average balances of securities of U.S. Government sponsored entities (up $359 million), corporate securities (up $192 million), partially offset by decreases in average balances of collateralized mortgage obligations and mortgage-backed securities (down $103 million) and municipal securities (down $56 million).

~~- 31 -~~

The average yield on the Company's earning assets decreased from 3.92% in the first quarter 2014 to 3.49% in the corresponding period of 2015. The composite yield on loans declined 23 bp to 4.96% mostly due to lower yields on taxable commercial loans (down 136 bp) and consumer loans (down 23 bp), partially offset by a 12 bp increase in yields on commercial real estate loans. Nonperforming loans are included in average loan volumes used to compute loan yields; fluctuations in nonaccrual loan volumes impact loan yields. Higher yields on commercial real estate loans were attributable to higher interest received on nonaccrual loans and discount accretion on purchased loans. The investment yields in general declined due to market rates. The investment portfolio yield decreased 34 bp to 2.55% primarily due to lower yields on municipal securities (down 32 bp), partially offset by increases in yields on securities of U.S. Government sponsored entities (up 27 bp) and collateralized mortgage obligations and mortgage-backed securities (up 14 bp). The yield on securities of U.S. government sponsored entities, collateralized mortgage obligations and mortgage-backed securities rose as securities added to the portfolio in the first quarter 2015 were higher yielding than securities held in the prior period.

Comparing the first quarter of 2015 with the fourth quarter of 2014, interest and fee income (FTE) was down $516 thousand or 1.4%. The decrease resulted from lower yields on interest earning assets, the effect of two less accrual days and a lower average volume of loans, partially offset by higher average balances of investments.

Average interest earning assets increased $139 million or 3.3% in the first quarter of 2015 compared with the fourth quarter of 2014 due to a $164 million increase in average investments and a $25 million decrease in average loans. The decrease in the average balance of the loan portfolio was attributable to decreases in average balances of commercial real estate loans (down $13 million), residential real estate loans (down $11 million) and consumer loans (down $6 million), partially offset by a $6 million increase in the average balance of taxable commercial loans. The average investment portfolio increased mostly due to higher average balances of corporate securities (up $117 million) and U.S. government sponsored entities (up $70 million), partially offset by lower average balances of collateralized mortgage obligations and mortgage-backed securities (down $25 million). The average yield on earning assets for the first quarter of 2015 was 3.49% compared with 3.61% in the fourth quarter of 2014. The loan portfolio yield for the first quarter of 2015 was 4.96% compared with 5.03% for the fourth quarter of 2014 mostly due to lower yields on consumer loans (down 19 bp), commercial taxable loans (down 23 bp), residential real estate loans (down 17 bp), commercial tax-exempt loans (down 24 bp) and construction loans (down 131 bp), partially offset by higher yields on commercial real estate loans (up 13 bp). Higher yields on commercial real estate loans were attributable to higher interest received on nonaccrual loans and discount accretion on purchased loans. The investment portfolio yield decreased 9 bp to 2.55% primarily due to lower yields on municipal securities (down 11 bp), partially offset by higher yields on collateralized mortgage obligations and mortgage-backed securities (up 12 bp). The yield on securities of collateralized mortgage obligations and mortgage-backed securities rose due to lower levels of premium amortization.

~~Interest Expense~~

Interest expense has been reduced by lowering rates paid on interest-bearing deposits and borrowings and by reducing the volume of higher-cost funding sources. A $10 million term repurchase agreement was repaid in August 2014. Federal Home Loan Bank advances of $20 million were repaid in January 2015. Average balances of time deposits declined ~~$87~~$96 million infrom the first quarter 2015 ~~compared with the~~to first quarter ~~2014. Lower-cost~~2016 while lower-cost checking and savings deposits grew 6% in the same period. Average balances of checking and saving deposits accounted for ~~91.4%~~93.7% of average total ~~average~~ deposits in the first quarter ~~2015~~2016 compared with ~~91.0% in the fourth quarter 2014~~91.4% and ~~88.9%~~93.5% in the first ~~quarter 2014.~~

~~Interest expense in the first quarter~~and fourth quarters 2015.

[The remainder of 2015 decreased $239 thousand or 26.6% compared with the same period in 2014 due to lower average balances of higher-costing interest-bearing liabilities. Interest-bearing liabilities increased due to higher average balances of money market savings (up $68 million), money market checking accounts (up $29 million) and regular savings (up $39 million) and securities sold under repurchase agreements (up $24 million), partially offset by lower average balances of time deposits $100 thousand or more (down $59 million), time deposits less than $100 thousand (down $28 million), Federal Home Loan Bank advances (down $19 million) and term repurchase agreement (down $10 million). The average rate paid on interest-bearing liabilities decreased from 0.14% in the first quarter of 2014 compared to 0.10% in the first quarter of 2015. Rates on interest-bearing deposits were 0.10% for the first quarter 2015 compared with 0.13% for the first quarter 2014.

this page intentionally left blank]

Comparing the first quarter of 2015 with the fourth quarter of 2014, interest expense declined $141 thousand or 17.6% due to lower average balances of higher-costing interest-bearing liabilities. Average balances of Federal Home Loan Bank advances declined $18 million. Average balances of interest-bearing deposits increased primarily due to higher balances of money market savings (up $32 million) and regular savings (up $15 million), partially offset by lower average balances of time deposits $100 thousand or more (down $7 million) and time deposits less than $100 thousand (down $6 million). Rates paid on interest-bearing liabilities averaged 0.10% during the first quarter 2015 compared with 0.12% for the fourth quarter 2014. Rates paid on interest-bearing deposits were 0.10% in the first quarter 2015 compared with 0.11% in the fourth quarter 2014.

- 32 -

Net Interest Margin (FTE)

The following summarizes the components of the Company's net interest margin for the periods indicated ~~(Percentages~~(percentages are annualized.):

For the Three Months Ended
March 31, December 31,
2015 2014 2014

Yield on earning assets (FTE) 3.49 % 3.92 % 3.61 %
Rate paid on interest-bearing liabilities 0.10 % 0.14 % 0.12 %
Net interest spread (FTE) 3.39 % 3.78 % 3.49 %
Impact of noninterest-bearing funds 0.04 % 0.05 % 0.04 %
Net interest margin (FTE) 3.43 % 3.83 % 3.53 %

	For the Three Months Ended
	March 31,						December 31,
	2016			2015			2015
Yield on earning assets (FTE)		3.39	%		3.49	%		3.37	%
Rate paid on interest-bearing liabilities		0.09	%		0.10	%		0.09	%
Net interest spread (FTE)		3.30	%		3.39	%		3.28	%
Impact of noninterest-bearing funds		0.04	%		0.04	%		0.04	%
Net interest margin (FTE)		3.34	%		3.43	%		3.32	%

During ~~the first quarter~~ 2015, the net interest margin (FTE) was affected by low market interest rates. The volume of older-dated higher-yielding loans and securities declined due to principal maturities and paydowns. ~~Newly originated~~Management has been avoiding long-dated, low-yielding loans ~~have lower yields.~~given historically low interest rates. Management has also maintained conservative loan underwriting, terms and conditions. During this period, the investment portfolio has grown. The ~~Company, in anticipation~~changing composition of ~~rising interest~~interest-earning assets and low market rates has ~~been purchasing floating~~pressured the net interest margin. The increase in the net interest margin from the fourth quarter 2015 to the first quarter 2016 reflects the FOMC’s 0.25% increase in the federal funds rate on December 16, 2015, which increased yields on loans and ~~shorter-duration~~ investment securities ~~to increase liquidity. The liquidity from the shorter-duration securities can be invested at higher interest rates during a period of rising interest~~which have floating rates. Rates on interest-bearing liabilities were kept low by reducing the volume of higher-cost funding sources. During the first quarter 2015 the net interest margin (FTE) decreased 40 bp compared with the same period in 2014. Lower yields on earning assets were partially offset by lower rates paid on interest-bearing liabilities and resulted in a 39 bp decrease in net interest spread (FTE). The 4 bp net interest margin contribution of noninterest-bearing demand deposits resulted in the net interest margin (FTE) of 3.43%. During the first quarter of 2015, the net interest margin (FTE) decreased 10 bp compared with the fourth quarter of 2014. The net interest spread (FTE) in the first quarter of 2015 was 3.39% compared with 3.49% in the fourth quarter of 2014, the net result of a 12 bp decrease in earning asset yields and 2 bp decrease in the cost of interest-bearing liabilities.

time deposits.

[The remainder of this page intentionally left blank]

- 33 -

Summary of Average Balances, Yields/Rates and Interest Differential

The following tables present information regarding the consolidated average assets, liabilities and shareholders’ equity, the amounts of interest income earned from average interest earning assets and the resulting yields, and the amounts of interest expense incurred on average interest-bearing liabilities and the resulting rates. Average loan balances include nonperforming loans. Interest income includes reversal of previously accrued interest on loans placed on non-accrual status during the period and proceeds from loans on nonaccrual status only to the extent cash payments have been received and applied as interest income and accretion of purchased loan discounts. Yields on tax-exempt securities and loans have been adjusted upward to reflect the effect of income exempt from federal income taxation at the current statutory tax rate. Yields, rates and interest margins are annualized.

Distribution of Assets, Liabilities & Shareholders’ Equity and Yields, Rates & Interest Margin

	For the Three Months Ended March 31, 2016
	Average Balance		Interest Income/ Expense		Yields/ Rates
	($ in thousands)
Assets
Investment securities:
Taxable	$	2,046,547	$	9,674		1.89	%
Tax-exempt ⁽¹⁾		834,260		8,636		4.14	%
Total investments ⁽¹⁾		2,880,807		18,310		2.54	%
Loans:
Taxable		1,429,106		17,726		4.99	%
Tax-exempt ⁽¹⁾		71,510		963		5.41	%
Total loans ⁽¹⁾		1,500,616		18,689		5.01	%
Total Interest-earning assets ⁽¹⁾		4,381,423		36,999		3.39	%
Other assets		793,381
Total assets	$	5,174,804

Liabilities and shareholders' equity
Noninterest-bearing demand	$	1,993,986	$	-		-	%
Savings and interest-bearing transaction		2,259,681		293		0.05	%
Time less than $100,000		160,190		113		0.28	%
Time $100,000 or more		123,691		137		0.44	%
Total interest-bearing deposits		2,543,562		543		0.09	%
Short-term borrowed funds		57,846		9		0.07	%
Total interest-bearing liabilities		2,601,408		552		0.09	%
Other liabilities		52,233
Shareholders' equity		527,177
Total liabilities and shareholders' equity	$	5,174,804
Net interest spread ^{(1) (2)}						3.30	%
Net interest and fee income and interest margin ^{(1) (3)}			$	36,447		3.34	%

⁽¹⁾

Amounts calculated on an FTE basis using the current statutory federal tax rate.

⁽²⁾

Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.

⁽³⁾

Net interest margin is computed by calculating the difference between interest income and expense, divided by the average balance of interest-earning assets. The net interest margin is greater than the net interest spread due to the benefit of noninterest-bearing demand deposits.

For the Three Months Ended
March 31, 2015
Interest
Average Income/ Yields/
Balance Expense Rates
(In thousands)
Assets
Investment securities:
Available for sale
Taxable $ 1,466,850 $ 5,896 1.61 %
Tax-exempt (1)
166,018 2,417 5.82 %
Held to maturity
Taxable 321,373 1,658 2.06 %
Tax-exempt (1)
704,042 7,005 3.98 %
Loans:
Commercial:
Taxable 308,197 3,434 4.52 %
Tax-exempt (1)
78,906 1,096 5.63 %
Commercial real estate 710,475 10,941 6.25 %
Real estate construction 14,064 178 5.12 %
Real estate residential 147,507 1,231 3.34 %
Consumer installment and other 424,599 3,733 3.57 %
Total loans (1)
1,683,748 20,613 4.96 %
Total Interest-earning assets (1)
4,342,031 $ 37,589 3.49 %
Other assets 717,506
Total assets $ 5,059,537

Liabilities and shareholders' equity
Deposits:
Noninterest-bearing demand $ 1,919,820 $ - - %
Savings and interest-bearing transaction 2,103,115 279 0.05 %
Time less than $100,000 180,760 166 0.37 %
Time $100,000 or more 199,251 197 0.40 %
Total interest-bearing deposits 2,483,126 642 0.10 %
Short-term borrowed funds 86,354 16 0.08 %
Federal Home Loan Bank advances 2,004 1 0.20 %
Total interest-bearing liabilities 2,571,484 $ 659 0.10 %
Other liabilities 52,147
Shareholders' equity 516,086
Total liabilities and shareholders' equity $ 5,059,537
Net interest spread (1) (2)
3.39 %
Net interest and fee income and interest margin (1) (3)
$ 36,930 3.43 %

~~(1)~~ ~~Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.~~

~~(2)~~ ~~Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred~~ ~~on interest-bearing liabilities.~~

~~(3)~~ ~~Net interest margin is computed by calculating the difference between interest income and expense, devided~~ ~~by the average balance of interest-earning assets.~~

- 34 -

Distribution of Assets, Liabilities & Shareholders’ Equity and Yields, Rates & Interest Margin

For the Three Months Ended
March 31, 2014
Interest
Average Income/ Yields/
Balance Expense Rates
(In thousands)
Assets
Investment securities:
Available for sale
Taxable $ 970,514 $ 3,925 1.62 %
Tax-exempt (1)
177,452 2,434 5.49 %
Held to maturity
Taxable 379,393 1,758 1.85 %
Tax-exempt (1)
743,663 8,286 4.46 %
Loans:
Commercial:
Taxable 281,015 4,073 5.88 %
Tax-exempt (1)
94,841 1,312 5.61 %
Commercial real estate 788,270 11,923 6.13 %
Real estate construction 13,141 190 5.88 %
Real estate residential 184,427 1,549 3.36 %
Consumer 460,371 4,312 3.80 %
Total loans (1)
1,822,065 23,359 5.19 %
Total Interest-earning assets (1)
4,093,087 $ 39,762 3.92 %
Other assets 796,853
Total assets $ 4,889,940

Liabilities and shareholders' equity
Deposits:
Noninterest-bearing demand $ 1,768,464 $ - - %
Savings and interest-bearing transaction 1,974,430 301 0.06 %
Time less than $100,000 208,627 221 0.43 %
Time $100,000 or more 258,202 232 0.36 %
Total interest-bearing deposits 2,441,259 754 0.13 %
Short-term borrowed funds 62,472 20 0.13 %
Term repurchase agreement 10,000 25 1.01 %
Federal Home Loan Bank advances 20,520 99 1.97 %
Total interest-bearing liabilities 2,534,251 $ 898 0.14 %
Other liabilities 54,066
Shareholders' equity 533,159
Total liabilities and shareholders' equity $ 4,889,940
Net interest spread (1) (2)
3.78 %
Net interest and fee income and interest margin (1) (3)
$ 38,864 3.83 %

~~(1)~~ ~~Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.~~

~~(2)~~ ~~Net interest spread represents the average yield earned on interest-earning assets less the~~ ~~average rate incurred on interest-bearing liabilities.~~

~~(3)~~ ~~Net interest margin is computed by calculating the difference between interest~~ ~~income and expense, divided by the average balance of interest-earning assets.~~

	For the Three Months Ended March 31, 2015
	Average Balance		Interest Income/ Expense		Yields/ Rates
	($ in thousands)
Assets
Investment securities:
Taxable	$	1,788,223	$	7,554		1.69	%
Tax-exempt ⁽¹⁾		870,060		9,422		4.33	%
Total investments ⁽¹⁾		2,658,283		16,976		2.55	%
Loans:
Taxable		1,604,842		19,517		4.93	%
Tax-exempt ⁽¹⁾		78,906		1,096		5.63	%
Total loans ⁽¹⁾		1,683,748		20,613		4.96	%
Total interest-earning assets ⁽¹⁾		4,342,031		37,589		3.49	%
Other assets		717,506
Total assets	$	5,059,537

Liabilities and shareholders' equity
Deposits:
Noninterest-bearing demand	$	1,919,820	$	-		-	%
Savings and interest-bearing transaction		2,103,115		279		0.05	%
Time less than $100,000		180,760		166		0.37	%
Time $100,000 or more		199,251		197		0.40	%
Total interest-bearing deposits		2,483,126		642		0.10	%
Short-term borrowed funds		86,354		16		0.08	%
Federal Home Loan Bank advances		2,004		1		0.20	%
Total interest-bearing liabilities		2,571,484		659		0.10	%
Other liabilities		52,147
Shareholders' equity		516,086
Total liabilities and shareholders' equity	$	5,059,537
Net interest spread ^{(1) (2)}						3.39	%
Net interest and fee income and interest margin ^{(1) (3)}			$	36,930		3.43	%

⁽¹⁾

Amounts calculated on an FTE basis using the current statutory federal tax rate.

⁽²⁾

Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.

⁽³⁾

[The remainder of this page intentionally left blank]

- 35 -

Distribution of Assets, Liabilities & Shareholders’ Equity and Yields, Rates & Interest Margin

For the Three Months Ended
December 31, 2014
Interest
Average Income/ Yields/
Balance Expense Rates
(In thousands)
Assets
Investment securities:
Available for sale
Taxable $ 1,298,294 $ 5,262 1.62 %
Tax-exempt (1)
169,388 2,492 5.88 %
Held to maturity
Taxable 333,491 1,597 1.92 %
Tax-exempt (1)
692,863 7,097 4.10 %
Loans:
Commercial:
Taxable 302,170 3,616 4.75 %
Tax-exempt (1)
80,706 1,194 5.87 %
Commercial real estate 723,153 11,151 6.12 %
Real estate construction 13,057 212 6.44 %
Real estate residential 158,908 1,396 3.51 %
Consumer 431,018 4,088 3.76 %
Total loans (1)
1,709,012 21,657 5.03 %
Total Interest-earning assets (1)
4,203,048 $ 38,105 3.61 %
Other assets 847,369
Total assets $ 5,050,417

Liabilities and shareholders' equity
Deposits:
Noninterest-bearing demand $ 1,925,741 $ - - %
Savings and interest-bearing transaction 2,054,750 279 0.05 %
Time less than $100,000 187,087 184 0.39 %
Time $100,000 or more 205,894 209 0.40 %
Total interest-bearing deposits 2,447,731 672 0.11 %
Short-term borrowed funds 86,323 25 0.12 %
Federal Home Loan Bank advances 20,099 103 2.03 %
Total interest-bearing liabilities 2,554,153 $ 800 0.12 %
Other liabilities 52,317
Shareholders' equity 518,206
Total liabilities and shareholders' equity $ 5,050,417
Net interest spread (1) (2)
3.49 %
Net interest and fee income and interest margin (1) (3)
$ 37,305 3.53 %

~~(1)~~ ~~Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.~~

~~(2)~~ ~~Net interest spread represents the average yield earned on interest-earning assets less the~~ ~~average rate incurred on interest-bearing liabilities.~~

~~(3)~~ ~~Net interest margin is computed by calculating the difference between interest~~ ~~income and expense, divided by the average balance of interest-earning assets.~~

	For the Three Months Ended December 31, 2015
	Average Balance		Interest Income/ Expense		Yields/ Rates
	($ in thousands)
Assets
Investment securities:
Taxable	$	2,035,421	$	9,406		1.85	%
Tax-exempt⁽¹⁾		832,587		8,734		4.20	%
Total investments⁽¹⁾		2,868,008		18,140		2.53	%
Loans:
Taxable		1,470,845		18,130		4.89	%
Tax-exempt⁽¹⁾		72,746		1,027		5.60	%
Total loans⁽¹⁾		1,543,591		19,157		4.93	%
Total interest-earning assets⁽¹⁾		4,411,599		37,297		3.37	%
Other assets		757,206
Total assets	$	5,168,805

Liabilities and shareholders' equity
Deposits:
Noninterest-bearing demand	$	2,036,470	$	-		-	%
Savings and interest-bearing transaction		2,206,732		288		0.05	%
Time less than $100,000		164,351		122		0.29	%
Time $100,000 or more		128,703		144		0.44	%
Total interest-bearing deposits		2,499,786		554		0.09	%
Short-term borrowed funds		54,661		9		0.06	%
Total interest-bearing liabilities		2,554,447		563		0.09	%
Other liabilities		52,611
Shareholders' equity		525,277
Total liabilities and shareholders' equity	$	5,168,805
Net interest spread ^{(1) (2)}						3.28	%
Net interest and fee income and interest margin ^{(1) (3)}			$	36,734		3.32	%

⁽¹⁾

Amounts calculated on an FTE basis using the current statutory federal tax rate.

⁽²⁾

Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.

⁽³⁾

[The remainder of this page intentionally left blank]

- 36 -

Summary of Changes in Interest Income and Expense due to Changes in Average Asset & Liability Balances and Yields Earned & Rates Paid

The following tables set forth a summary of the changes in interest income and interest expense due to changes in average assets and liability balances (volume) and changes in average interest yields/rates for the periods indicated. Changes not solely attributable to volume or yields/rates have been allocated in proportion to the respective volume and yield/rate components.

Summary of Changes in Interest Income and Expense

For the Three Months Ended March 31, 2015
Compared with
For the Three Months Ended March 31, 2014
Volume Yield/Rate Total
(In thousands)
Increase (decrease) in interest and fee income:
Investment securities:
Available for sale
Taxable $ 2,007 $ (36 ) $ 1,971
Tax-exempt (1)
(157 ) 140 (17 )
Held to maturity
Taxable (269 ) 169 (100 )
Tax-exempt (1)
(441 ) (840 ) (1,281 )
Loans:
Commercial:
Taxable 394 (1,033 ) (639 )
Tax-exempt (1)
(220 ) 4 (216 )
Commercial real estate (1,177 ) 195 (982 )
Real estate construction 13 (25 ) (12 )
Real estate residential (310 ) (8 ) (318 )
Consumer (335 ) (244 ) (579 )
Total loans (1)
(1,635 ) (1,111 ) (2,746 )
Total decrease in interest and fee income (1)
(495 ) (1,678 ) (2,173 )
Increase (decrease) in interest expense:
Deposits:
Savings and interest-bearing
transaction 20 (42 ) (22 )
Time less than $100,000 (30 ) (25 ) (55 )
Time $100,000 or more (53 ) 18 (35 )
Total interest-bearing deposits (63 ) (49 ) (112 )
Short-term borrowed funds 8 (12 ) (4 )
Term repurchase agreement (25 ) - (25 )
Federal Home Loan Bank advances (89 ) (9 ) (98 )
Total decrease in interest expense (169 ) (70 ) (239 )
Decrease in net interest and fee income (1)
$ (326 ) $ (1,608 ) $ (1,934 )

	For the Three Months Ended March 31, 2016
	Compared with
	For the Three Months Ended March 31, 2015
	Volume			Yield/Rate			Total
	(In thousands)
Increase (decrease) in interest and loan fee income:
Investment securities:
Taxable	$	1,091		$	1,029		$	2,120
Tax-exempt ⁽¹⁾		(388	)		(398	)		(786	)
Total investments ⁽¹⁾		703			631			1,334
Loans:
Taxable		(2,008	)		217			(1,791	)
Tax-exempt ⁽¹⁾		(97	)		(36	)		(133	)
Total loans ⁽¹⁾		(2,105	)		181			(1,924	)
Total (decrease) increase in interest and loan fee income ⁽¹⁾		(1,402	)		812			(590	)
Increase (decrease) in interest expense:
Deposits:
Savings and interest-bearing transaction		23			(9	)		14
Time less than $100,000		(19	)		(34	)		(53	)
Time $100,000 or more		(74	)		14			(60	)
Total interest-bearing deposits		(70	)		(29	)		(99	)
Short-term borrowed funds		(5	)		(2	)		(7	)
Federal Home Loan Bank advances		(1	)		-			(1	)
Total decrease in interest expense		(76	)		(31	)		(107	)
(Decrease) increase in net interest and loan fee income ⁽¹⁾	$	(1,326	)	$	843		$	(483	)

⁽¹⁾ Amounts calculated on ~~a fully taxable equivalent~~an FTE basis using the current statutory federal tax rate.

[The remainder of this page intentionally left blank]

- 37 -

Summary of Changes in Interest Income and Expense

For the Three Months Ended March 31, 2015
Compared with
For the Three Months Ended December 31, 2014
Volume Yield/Rate Total
(In thousands)
Increase (decrease) in interest and fee income:
Investment securities:
Available for sale
Taxable $ 683 $ (49 ) $ 634
Tax-exempt (1)
(50 ) (25 ) (75 )
Held to maturity
Taxable (58 ) 119 61
Tax-exempt (1)
115 (207 ) (92 )
Loans:
Commercial:
Taxable 49 (231 ) (182 )
Tax-exempt (1)
(50 ) (48 ) (98 )
Commercial real estate (437 ) 227 (210 )
Real estate construction 12 (46 ) (34 )
Real estate residential (100 ) (65 ) (165 )
Consumer installment and other (143 ) (212 ) (355 )
Total loans (1)
(669 ) (375 ) (1,044 )
Total increase (decrease) in interest and fee income (1)
21 (537 ) (516 )
Increase (decrease) in interest expense:
Deposits:
Savings and interest-bearing
transaction 1 (1 ) -
Time less than $100,000 (10 ) (8 ) (18 )
Time $100,000 or more (11 ) (1 ) (12 )
Total interest-bearing deposits (20 ) (10 ) (30 )
Short-term borrowed funds - (9 ) (9 )
Federal Home Loan Bank advances (92 ) (10 ) (102 )
Total decrease in interest expense (112 ) (29 ) (141 )
Increase (decrease) in net interest and fee income (1)
$ 133 $ (508 ) $ (375 )

	For the Three Months Ended March 31, 2016
	Compared with
	For the Three Months Ended December 31, 2015
	Volume			Yield/Rate			Total
	(In thousands)
Increase (decrease) in interest and loan fee income:
Investment securities:
Taxable	$	51		$	217		$	268
Tax-exempt⁽¹⁾		18			(116	)		(98	)
Total investments⁽¹⁾		69			101			170
Loans:
Taxable		(655	)		251			(404	)
Tax-exempt⁽¹⁾		(22	)		(42	)		(64	)
Total loans⁽¹⁾		(677	)		209			(468	)
Total (decrease) increase in interest and loan fee income⁽¹⁾		(608	)		310			(298	)
Increase (decrease) in interest expense:
Deposits:
Savings and interest-bearing transaction		4			1			5
Time less than $100,000		(4	)		(5	)		(9	)
Time $100,000 or more		(7	)		0			(7	)
Total interest-bearing deposits		(7	)		(4	)		(11	)
Short-term borrowed funds		-			-			-
Total decrease in interest expense		(7	)		(4	)		(11	)
(Decrease) increase in net interest and loan fee income ⁽¹⁾	$	(601	)	$	314		$	(287	)

⁽¹⁾Amounts calculated on ~~a fully taxable equivalent~~an FTE basis using the current statutory federal tax rate.

~~- 38 -~~

Provision for Loan Losses

The Company manages credit costs by consistently enforcing, in management’s opinion, conservative underwriting and administration procedures and aggressively pursuing collection efforts with debtors experiencing financial difficulties. The provision for loan losses reflects Management's assessment of credit risk in the loan portfolio during each of the periods presented.

The Company provided no provision for loan losses in the first quarter of ~~2015 compared with $1.0 million~~2016 and ~~$200 thousand in~~ the first ~~quarter 2014~~ and ~~the~~ fourth ~~quarter 2014, respectively.~~quarters of 2015. The provision for loan losses is determined based on Management’s evaluation of credit quality for the loan portfolio. The Company recorded purchased County Bank and Sonoma Valley Bank loans at estimated fair value upon the acquisition dates, February 6, 2009 and August 20, 2010, respectively. Such estimated fair values were recognized for individual loans, although small balance homogenous loans were pooled for valuation purposes. The valuation discounts recorded for purchased loans included Management’s assessment of the risk of principal loss under economic and borrower conditions prevailing on the dates of purchase. The purchased County Bank loans secured by single-family residential real estate are “covered” through February 6, 2019 by loss-sharing agreements the Company entered with the FDIC which mitigates losses during the term of the agreements. The FDIC indemnification of purchased County Bank non-single-family residential secured loans expired February 6, 2014. Any deterioration in estimated value related to principal loss subsequent to the acquisition dates requires additional loss recognition through a provision for loan losses. No assurance can be given future provisions for loan losses related to purchased loans will not be necessary. For further information regarding credit risk, the FDIC loss-sharing agreements, net credit losses and the allowance for loan losses, see the “Loan Portfolio Credit Risk” and “Allowance for ~~Credit~~Loan Losses” sections of this report.

- 38 -

Noninterest Income

The following table summarizes the components of noninterest income for the periods indicated.

For the Three Months Ended
March 31, December 31,
2015 2014 2014
(In thousands)

Service charges on deposit accounts $ 5,707 $ 6,010 $ 5,870
Merchant processing services 1,703 1,924 1,734
Debit card fees 1,456 1,405 1,478
Trust fees 706 654 684
Other service fees 665 661 673
ATM processing fees 585 620 581
Financial services commissions 153 171 171
Other noninterest income 1,325 1,545 1,354
Total $ 12,300 $ 12,990 $ 12,545

	For the Three Months Ended
	March 31,				December 31,
	2016		2015		2015
	(In thousands)

Service charges on deposit accounts	$	5,248	$	5,707	$	5,259
Merchant processing services		1,529		1,703		1,368
Debit card fees		1,516		1,456		1,557
Trust fees		661		706		671
ATM processing fees		658		585		569
Other service fees		629		665		648
Financial services commissions		156		153		168
Other noninterest income		1,332		1,325		1,065
Total	$	11,729	$	12,300	$	11,305

Noninterest income for the first quarter ~~2015~~2016 declined by ~~$690~~$571 thousand or ~~5.3%~~4.6% from the same period in ~~2014.~~2015. Service charges on deposits decreased ~~$303~~$459 thousand due to declines in fees charged on overdrawn and insufficient funds accounts (down ~~$150 thousand), lower activity on checking accounts (down $88~~$232 thousand) and lower fees on analyzed accounts (down ~~$67~~$205 thousand). Merchant processing services fees decreased ~~$221~~$174 thousand primarily ~~due to lower~~because larger sales relationships with low margins accounted for a significant portion of transaction volumes.

In the first quarter ~~2015,~~2016, noninterest income ~~decreased $245~~increased $424 thousand or ~~2.0%~~3.8% compared with the fourth quarter ~~2014 generally~~2015 mostly due to ~~fewer~~a $161 thousand increase in merchant processing ~~days and lower levels of customer transaction activity. Service charges on deposits decreased $163 thousand compared with the fourth quarter 2014~~services fees primarily due to ~~declines in fees charged on overdrawn and insufficient funds accounts (down $165 thousand), and lower activity on checking accounts, partially offset by collection~~the improved margin mix of ~~annual IRA fees in the first quarter 2015.~~

~~[The remainder of this page intentionally left blank]~~

~~- 39 -~~

transaction volumes.

Noninterest Expense

The following table summarizes the components of noninterest expense for the periods indicated.

For the Three Months Ended
March 31, December 31,
2015 2014 2014
(In thousands)

Salaries and related benefits $ 13,338 $ 14,126 $ 13,086
Occupancy 3,727 3,727 3,708
Outsourced data processing services 2,108 2,105 2,097
Furniture and equipment 1,119 1,005 1,104
Amortization of identifiable intangibles 1,001 1,105 1,051
Professional fees 548 430 640
Courier service 543 610 686
Other real estate owned 315 (350 ) 265
Other 4,028 4,115 3,716
Total $ 26,727 $ 26,873 $ 26,353

	For the Three Months Ended
	March 31,				December 31,
	2016		2015		2015
	(In thousands)

Salaries and related benefits	$	13,117	$	13,338	$	12,398
Occupancy		3,398		3,727		3,761
Outsourced data processing services		2,130		2,108		2,107
Furniture and equipment		1,213		1,119		1,081
Amortization of identifiable intangibles		905		1,001		948
Professional fees		732		548		614
Courier service		545		543		585
Other real estate owned		111		315		53
Other noninterest expense		3,707		4,028		3,957
Total	$	25,858	$	26,727	$	25,504

Noninterest expense decreased ~~$146~~$869 thousand in the first quarter ~~2015~~2016 compared with the same period in 2014 primarily due to lower personnel costs, lower intangible amortization, lower operational losses and lower courier service costs, partially offset by increases in other real estate owned (“OREO”) expense net of disposition gains.2015. Salaries and related benefits declined ~~$788~~$221 thousand in the first quarter 2016 compared with the same period in 2015 mostly due to employee attrition. ~~Amortization~~Occupancy expense decreased $329 thousand in the first quarter 2016 compared with the same period in 2015 mostly due to branch closures and lease expiration of ~~identifiable intangibles decreased $104 thousand as assets are amortized on~~ a ~~declining balance method.~~non-branch building. Expenses for other real estate owned in the first quarter ~~2015~~2016 included lower net writedowns ~~while~~than in the first quarter ~~2014 included net gains on disposition of foreclosed assets.~~2015. Professional fees increased ~~$118~~$184 thousand due to higher ~~accounting fees, partially offset by lower~~ legal fees associated with nonperforming ~~assets. Equipment expense increased $114 thousand mostly due to higher depreciation costs resulting from computer and software upgrades.~~

assets, partially offset by lower audit fees.

In the first quarter ~~2015,~~2016, noninterest expense increased ~~$374~~$354 thousand compared with the fourth quarter ~~2014 primarily due to higher personnel costs, partially offset by lower courier service expenses.~~2015. Salaries and related benefits increased ~~$252~~$719 thousand primarily due to seasonally higher payroll ~~taxes. Courier~~taxes and other employee benefits. Furniture and equipment expense increased $132 thousand mainly due to information technology upgrades. Occupancy expense decreased ~~primarily~~$363 thousand in the first quarter 2016 compared with the fourth quarter 2015 mostly due to ~~consolidating service runs.~~branch closures and lease expiration of a non-branch building.

- 39 -

Provision for Income Tax

During the first quarter ~~2015,~~2016, the Company recorded an income tax provision (FTE) of ~~$7.9~~$8.1 million, compared with ~~$8.7~~$7.9 million and ~~$8.3~~$8.0 million for the first and fourth quarters ~~of 2014,~~2015, respectively. The current quarter provision represents an effective tax rate (FTE) of ~~35.3%~~36.3%, compared with ~~36.2% and 35.5%~~35.3% for the first and fourth quarters 2015. The higher effective tax rate (FTE) for the first quarter 2016 was attributable to reduced levels of ~~2014, respectively.~~

federally tax-exempt income on interest-earning assets relative to pre-tax income, and lower tax credits.

Investment Portfolio

The Company maintains a securities portfolio consisting of securities issued by U.S. ~~Treasury, U.S.~~ Government sponsored entities, agency and non-agency mortgage backed securities, state and political subdivisions, corporations, and asset-backed and other securities. Investment securities are held in safekeeping by an independent custodian.

Management has increased the investment portfolio in response to deposit growth and loan volume declines. The carrying value of the Company’s investment securities portfolio was ~~$2.8~~$2.9 billion as of March 31, ~~2015,~~2016, an increase of ~~$153~~$58 million compared to December 31, ~~2014.~~

2015.

Management continually evaluates the Company’s investment securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability, liquidity, and the level of interest rate risk to which the Company is exposed. These evaluations may cause Management to change the level of funds the Company deploys into investment securities, change the composition of the Company’s investment securities portfolio, and change the proportion of investments allocated into the available for sale and held to maturity investment categories.

~~- 40 -~~

The Company has been reducing its positions in mortgage-related securities in an effort to manage extension risk. Extension risk represents the risk mortgages underlying the securities experience slower principal reductions as rising market interest rates cause a disincentive for borrowers to reduce principal balances; under such circumstances the Company will hold these securities for a longer period than anticipated at current yield levels rather than having the opportunity to reinvest cash flows at higher yields.

The Company’s positioning of the balance sheet for rising interest rates has resulted in the purchase of floating rate corporate bonds, federal agency bonds, mortgage-backed securities, and short-term state and municipal bonds. As of March 31, ~~2015,~~2016, substantially all of the Company’s investment securities continue to be investment grade rated by one or more major rating agencies. In addition to monitoring credit rating agency evaluations, Management performs its own evaluations regarding the credit worthiness of the issuer or the securitized assets underlying asset-backed securities.

The Company’s procedures for evaluating investments in securities ~~issued by states, municipalities and political subdivisions~~ are in accordance with guidance issued by the Board of Governors of the Federal Reserve System, “Investing in Securities without Reliance on Nationally Recognized Statistical Rating Agencies” (SR 12-15) and other regulatory guidance. Credit ratings are considered in our analysis only as a guide to the historical default rate associated with similarly-rated bonds. There have been no significant differences in our internal analyses compared with the ratings assigned by the third party credit rating agencies.

The following tables summarize the total general obligation and revenue bonds in the Company’s investment securities portfolios as of the dates indicated identifying the state in which the issuing government municipality or agency operates.

At March 31, 2016, the Company’s investment securities portfolios included securities issued by 724 state and local government municipalities and agencies located within 44 states with a fair value of $865.6 million. None of the Company’s investment securities were issued by Puerto Rican government entities. The largest exposure to any one municipality or agency was $10.4 million (fair value) represented by nine general obligation bonds.

[The remainder of this page intentionally left blank]

- 40 -

	At March 31, 2016
	Amortized Cost		Fair Value
	(In thousands)
Obligations of states and political subdivisions:
General obligation bonds:
California	$	117,077	$	121,044
Texas		62,100		63,777
Pennsylvania		44,848		45,481
New Jersey		40,373		41,362
Minnesota		31,677		32,395
Other (34 states)		244,003		252,276
Total general obligation bonds	$	540,078	$	556,335

Revenue bonds:
California	$	49,074	$	51,284
Pennsylvania		26,267		26,647
Kentucky		23,998		24,653
Iowa		18,138		18,766
Colorado		16,141		16,728
Other (31 states)		165,034		171,161
Total revenue bonds	$	298,652	$	309,239
Total obligations of states and political subdivisions	$	838,730	$	865,574

At December 31, 2015, the Company’s investment securities portfolios included securities issued by ~~753~~725 state and local government municipalities and agencies located within 4544 states with a fair value of ~~$900.5~~$864.2 million. None of the Company’s investment securities were issued by Puerto Rican government entities. The largest exposure to any one municipality or agency was ~~$5.0~~$10.3 million (fair value) represented by ~~one revenue bond.~~

nine general obligation bonds.

	At December 31, 2015
	Amortized Cost		Fair Value
	(In thousands)
Obligations of states and political subdivisions:
General obligation bonds:
California	$	117,968	$	121,096
Texas		62,030		63,394
Pennsylvania		51,547		52,115
New Jersey		38,651		39,322
Minnesota		32,588		33,133
Other (34 states)		243,488		249,854
Total general obligation bonds	$	546,272	$	558,914

Revenue bonds:
California	$	49,095	$	51,206
Pennsylvania		29,446		29,841
Kentucky		19,825		20,400
Iowa		18,156		18,728
Colorado		16,161		16,560
Other (31 states)		163,633		168,592
Total revenue bonds	$	296,316	$	305,327
Total obligations of states and political subdivisions	$	842,588	$	864,241

At March 31, 2015
Amortized Fair
Cost Value
(In thousands)
Obligations of states and political subdivisions:
California $ 112,494 $ 115,635
Texas 63,714 64,988
Pennsylvania 48,664 49,617
New Jersey 31,768 32,264
Arizona 28,446 29,473
Other (35 states) 272,832 278,831
Total general obligation bonds $ 557,918 $ 570,808

Revenue bonds:
California $ 59,675 $ 62,238
Pennsylvania 29,458 30,070
Kentucky 19,937 20,512
Iowa 18,208 18,959
Colorado 18,512 18,941
Indiana 16,783 16,920
Other (31 states) 156,946 162,036
Total revenue bonds $ 319,519 $ 329,676
Total obligations of states and political subdivisions $ 877,437 $ 900,484

~~[The remainder of this page intentionally left blank]~~

- 41 -

At ~~December~~March 31, ~~2014,~~2016, the revenue bonds in the Company’s investment securities portfolios ~~included securities~~were issued by ~~763~~ state and local government municipalities and agencies ~~located within 45 states with a fair value~~to fund public services such as water utility, sewer utility, recreational and school facilities, and general public and economic improvements. The revenue bonds were payable from 22 revenue sources. The revenue sources that represent 5% or more individually of ~~$911.0 million. The largest exposure to any one municipality or agency was $7.4 million (fair value) represented by three~~the total revenue ~~bonds.~~

At December 31, 2014
Amortized Fair
Cost Value
(In thousands)
Obligations of states and political subdivisions:
General obligation bonds:
California $ 107,997 $ 110,563
Texas 65,292 66,162
Pennsylvania 48,675 49,546
Minnesota 33,524 33,840
New Jersey 30,223 30,598
Arizona 28,492 29,378
Other (34 states) 249,513 254,043
Total general obligation bonds $ 563,716 $ 574,130

Revenue bonds:
California $ 60,473 $ 62,788
Pennsylvania 29,462 30,101
Kentucky 19,975 20,370
Iowa 18,225 18,898
Colorado 18,532 18,862
Indiana 16,865 16,859
Other (31 states) 164,848 168,972
Total revenue bonds $ 328,380 $ 336,850
Total obligations of states and political subdivisions $ 892,096 $ 910,980

bonds are summarized in the following table.

	At March 31, 2016
	Amortized Cost		Fair Value
	(In thousands)
Revenue bonds by revenue source:
Water	$	60,731	$	63,843
Sewer		44,560		46,084
Sales tax		31,653		33,187
Lease (renewal)		25,359		26,068
College & University		18,412		18,747
Lease (abatement)		16,956		17,759
Other		100,981		103,551
Total revenue bonds by revenue source	$	298,652	$	309,239

At ~~March~~December 31, 2015, the revenue bonds in the Company’s investment securities portfolios were issued by state and local government municipalities and agencies to fund public services such as water utility, sewer utility, recreational and school facilities, and general public and economic improvements. The revenue bonds were payable from 2422 revenue sources. The revenue sources that represent 5% or more individually of the total revenue bonds are summarized in the following table.

At March 31, 2015
Amortized Fair
Cost Value
(In thousands)
Revenue bonds by revenue source
Water $ 66,235 $ 69,172
Sewer 48,421 49,930
Sales tax 35,017 36,434
Lease (renewal) 21,760 22,275
Lease (abatement) 18,539 19,399
College & University 18,506 18,819
Other 111,041 113,647
Total revenue bonds by revenue source $ 319,519 $ 329,676

~~[The remainder of this page intentionally left blank]~~

~~- 42 -~~

At December 31, 2014, the revenue bonds in the Company’s investment securities portfolios were issued by state and local government municipalities and agencies to fund public services such as water utility, sewer utility, recreational and school facilities, and general public and economic improvements. The revenue bonds were payable from 25 revenue sources. The revenue sources that represent 5% or more individually of the total revenue bonds are summarized in the following table.

At December 31, 2014
Amortized Fair
Cost Value
(In thousands)
Revenue bonds by revenue source
Water $ 66,305 $ 68,885
Sewer 48,461 49,773
Sales tax 35,045 36,289
Lease (renewal) 21,789 22,091
Lease (abatement) 19,002 19,710
College & University 17,655 17,849
Other 120,123 122,253
Total revenue bonds by revenue source $ 328,380 $ 336,850

	At December 31, 2015
	Amortized Cost		Fair Value
	(In thousands)
Revenue bonds by revenue source:
Water	$	62,661	$	65,412
Sewer		45,912		47,242
Sales tax		31,680		32,945
Lease (renewal)		21,673		22,227
College & University		17,967		18,215
Lease (abatement)		17,017		17,769
Other		99,406		101,517
Total revenue bonds by revenue source	$	296,316	$	305,327

See Note 3 to the unaudited consolidated financial statements for additional information related to the investment securities.

Loan Portfolio Credit Risk

The Company extends loans to commercial and consumer customers ~~in Northern and Central California. These lending activities~~which expose the Company to the risk borrowers will default, causing loan losses. The Company’s lending activities are exposed to various qualitative risks. All loan segments are exposed to risks inherent in the economy and market conditions. Significant risk characteristics related to the commercial loan segment include the borrowers’ business performance and financial condition, and the value of collateral for secured loans. Significant risk characteristics related to the commercial real estate segment include the borrowers’ business performance and the value of properties collateralizing the loans. Significant risk characteristics related to the construction loan segment include the borrowers’ performance in successfully developing the real estate into the intended purpose and the value of the property collateralizing the loans. Significant risk characteristics related to the residential real estate segment include the borrowers’ financial wherewithal to service the mortgages and the value of the property collateralizing the loans. Significant risk characteristics related to the consumer loan segment include the financial condition of the borrowers and the value of collateral securing the loans.

The preparation of the financial statements requires Management to estimate the amount of losses inherent in the loan portfolio and establish an allowance for credit losses. The allowance for credit losses is established by assessing a provision for loan losses against the Company’s earnings. In estimating credit losses, Management must exercise judgment in evaluating information deemed relevant, such as financial information regarding individual borrowers, overall credit loss experience, the amount of past due, nonperforming and classified loans, recommendations of regulatory authorities, prevailing economic conditions and other information. The amount of ultimate losses on the loan portfolio can vary from the estimated amounts. Management follows a systematic methodology to estimate loss potential in an effort to reduce the differences between estimated and actual losses.

- 42 -

The Company closely monitors the markets in which it conducts its lending operations and follows a strategy to control exposure to loans with high credit risk. The Bank’s organization structure separates the functions of business development and loan underwriting; Management believes this segregation of duties avoids inherent conflicts of combining business development and loan approval functions. In measuring and managing credit risk, the Company adheres to the following practices.

The Bank maintains a Loan Review Department which reports directly to the Board of Directors. The Loan Review Department performs independent evaluations of loans and assigns credit risk grades to evaluated loans using grading standards employed by bank regulatory agencies. Those loans judged to carry higher risk attributes are referred to as “classified loans.” Classified loans receive elevated management attention to maximize collection.

The Bank maintains two loan administration offices whose sole responsibility is to manage and collect classified loans.

~~- 43 -~~

Classified loans with higher levels of credit risk are further designated as “nonaccrual loans.” Management places classified loans on nonaccrual status when full collection of contractual interest and principal payments is in doubt. Uncollected interest previously accrued on loans placed on nonaccrual status is reversed as a charge against interest income. The Company does not accrue interest income on loans following placement on nonaccrual status. Interest payments received on nonaccrual loans are applied to reduce the carrying amount of the loan unless the carrying amount is well secured by loan collateral. “Nonperforming assets” include nonaccrual loans, loans 90 or more days past due and still accruing, and repossessed loan collateral (commonly referred to as “Other Real Estate Owned”).

The former County Bank loans and repossessed loan collateral were purchased from the FDIC with indemnifying loss-sharing agreements. The loss-sharing agreement on single-family residential real estate assets expires February 6, 2019. The loss-sharing agreement on non-single-family residential real estate assets expired February 6, 2014 as to losses and expires February 6, 2017 as to loss recoveries.

[The remainder of this page intentionally left blank]

- 43 -

Nonperforming Assets
At March 31, At December 31,
2015 2014 2014
(In thousands)
Originated:
Nonperforming nonaccrual loans $ 3,315 $ 4,784 $ 5,296
Performing nonaccrual loans 26 39 13
Total nonaccrual loans 3,341 4,823 5,309
Accruing loans 90 or more days past due 191 196 502
Total nonperforming loans 3,532 5,019 5,811
Other real estate owned 5,483 5,347 4,809
Total nonperforming assets $ 9,015 $ 10,366 $ 10,620

Purchased covered:
Nonperforming nonaccrual loans $ - $ 86 $ 297
Performing nonaccrual loans - - -
Total nonaccrual loans - 86 297
Accruing loans 90 or more days past due - - -
Total nonperforming loans - 86 297
Other real estate owned 486 585 -
Total nonperforming assets $ 486 $ 671 $ 297

Purchased non-covered:
Nonperforming nonaccrual loans $ 8,952 $ 11,578 $ 11,901
Performing nonaccrual loans 1,093 902 97
Total nonaccrual loans 10,045 12,480 11,998
Accruing loans 90 or more days past due - 209 -
Total nonperforming loans 10,045 12,689 11,998
Other real estate owned 3,264 6,254 1,565
Total nonperforming assets $ 13,309 $ 18,943 $ 13,563

Total nonperforming assets $ 22,810 $ 29,980 $ 24,480

Nonperforming Assets

	At March 31,				At December 31,
	2016		2015		2015
	(In thousands)
Originated:
Nonperforming nonaccrual loans	$	9,205	$	3,315	$	6,302
Performing nonaccrual loans		1,841		26		350
Total nonaccrual loans		11,046		3,341		6,652
Accruing loans 90 or more days past due		183		191		295
Total nonperforming loans		11,229		3,532		6,947
Other real estate owned		4,786		5,483		5,829
Total nonperforming assets	$	16,015	$	9,015	$	12,776

Purchased covered:
Nonperforming nonaccrual loans	$	-	$	-	$	-
Performing nonaccrual loans		-		-		-
Total nonaccrual loans		-		-		-
Accruing loans 90 or more days past due		-		-		-
Total nonperforming loans		-		-		-
Other real estate owned		-		486		-
Total nonperforming assets	$	-	$	486	$	-

Purchased non-covered:
Nonperforming nonaccrual loans	$	6,601	$	8,952	$	8,346
Performing nonaccrual loans		80		1,093		-
Total nonaccrual loans		6,681		10,045		8,346
Accruing loans 90 or more days past due		77		-		-
Total nonperforming loans		6,758		10,045		8,346
Other real estate owned		3,652		3,264		3,435
Total nonperforming assets	$	10,410	$	13,309	$	11,781

Total nonperforming assets	$	26,425	$	22,810	$	24,557

At March 31, ~~2015, one purchased non-covered nonperforming nonaccrual loan had a carrying value of $6,330 thousand; such loan is~~2016, two loans secured by commercial real ~~estate.~~estate totaling $10,990 thousand were on nonaccrual status. The remaining ~~twenty~~fourteen nonaccrual loans held at March 31, ~~2015~~2016 had an average carrying value of ~~$353~~$481 thousand and the largest carrying value was ~~$1,364~~$1,984 thousand.

Management believes the overall credit quality of the loan portfolio is reasonably stable; however, classified and nonperforming assets could fluctuate from period to period. The performance of any individual loan can be affected by external factors such as the interest rate environment, economic conditions, and collateral values or factors particular to the borrower. No assurance can be given that additional increases in nonaccrual and delinquent loans will not occur in the future.

~~- 44 -~~

Allowance for Credit Losses

The Company’s allowance for ~~credit~~loan losses represents Management’s estimate of ~~credit~~loan losses inherent in the loan portfolio. In evaluating credit risk for loans, Management measures loss potential of the carrying value of loans. As described above, payments received on nonaccrual loans may be applied against the principal balance of the loans until such time as full collection of the remaining recorded balance is expected. Further, thethe carrying value of purchased loans includes fair value discounts assigned at the time of purchase under the provisions of FASB ASC 805, Business Combinations, and FASB ASC 310-30, Loans or Debt Securities with Deteriorated Credit Quality. The allowance for ~~credit~~loan losses represents Management’s estimate of ~~credit~~loan losses in excess of these reductions to the carrying value of loans within the loan portfolio.

- 44 -

The following table summarizes the allowance for ~~credit~~loan losses, chargeoffs and recoveries of the Company for the periods indicated:

For the Three Months Ended
March 31, December 31,
2015 2014 2014
(In thousands)
Analysis of the Allowance for Credit Losses
Balance, beginning of period $ 34,178 $ 34,386 $ 34,462
Provision for loan losses - 1,000 200
Provision for unfunded commitments - - -
Loans charged off
Commercial (60 ) (60 ) (776 )
Commercial real estate - - (762 )
Consumer installment and other (995 ) (999 ) (997 )
Purchased covered loans - (260 ) -
Purchased non-covered loans (35 ) - (262 )
Total chargeoffs (1,090 ) (1,319 ) (2,797 )
Recoveries of loans previously charged off
Commercial 180 168 1,734
Commercial real estate 15 163 20
Construction - 3 -
Consumer installment and other 590 400 554
Purchased non-covered loans 7 1 5
Total recoveries 792 735 2,313
Net loan (losses) (298 ) (584 ) (484 )
Balance, end of period $ 33,880 $ 34,802 $ 34,178
Components:
Allowance for loan losses $ 31,187 $ 32,109 $ 31,485
Liability for off-balance sheet credit exposure 2,693 2,693 2,693
Allowance for credit losses $ 33,880 $ 34,802 $ 34,178
Net loan losses:
Originated loans $ (270 ) $ (325 ) $ (227 )
Purchased covered loans - (260 ) -
Purchased non-covered loans (28 ) - (257 )
Net loan losses as a percentage of
average total loans (annualized) 0.07 % 0.13 % 0.11 %

	For the Three Months Ended
	March 31,						December 31,
	2016			2015			2015
	(In thousands)
Analysis of the Allowance for Loan Losses
Balance, beginning of period	$	29,771		$	31,485		$	30,036
Provision for loan losses		-			-			-
Provision for unfunded commitments		-			-			-
Loans charged off
Commercial		(1,171	)		(60	)		(56	)
Commercial real estate		-			-			-
Consumer installment and other		(1,006	)		(995	)		(1,149	)
Purchased non-covered loans		-			(35	)		-
Total chargeoffs		(2,177	)		(1,090	)		(1,205	)
Recoveries of loans previously charged off
Commercial		245			180			339
Commercial real estate		15			15			15
Construction		-			-			45
Consumer installment and other		457			590			537
Purchased non-covered loans		1,176			7			4
Total recoveries		1,893			792			940
Net loan losses		(284	)		(298	)		(265	)
Balance, end of period	$	29,487		$	31,187		$	29,771
Net loan (losses) recoveries:
Originated loans	$	(1,460	)	$	(270	)	$	(269	)
Purchased non-covered loans		1,176			(28	)		4
Net loan losses as a percentage of average total loans (annualized)		0.08	%		0.07	%		0.07	%

The Company's allowance for ~~credit~~loan losses is maintained at a level considered appropriate to provide for losses that can be estimated based upon specific and general conditions. These include conditions unique to individual borrowers, as well as overall ~~credit~~loan loss experience, the amount of past due, nonperforming and classified loans, the amount of non-indemnified purchased loans, recommendations of regulatory authorities, prevailing economic conditions and other factors. A portion of the allowance is individually allocated to impaired loans whose full collectability of principal is uncertain. Such allocations are determined by Management based on loan-by-loan analyses. The Company evaluates all loans with outstanding principal balances in excess of $500 thousand which are classified or on nonaccrual status and all “troubled debt restructured” loans for impairment. The remainder of the loan portfolio is collectively evaluated for impairment based in part on quantitative analyses of historical ~~credit~~loan loss experience of loan portfolio segments to determine standard loss rates for each segment. The loss rate for each loan portfolio segment reflects both the historical loss experience during a look-back period and the loss emergence period. ~~During 2014, the Company refined its processes used to measure look-back periods and loss emergence periods.~~ The loss rates are applied to segmented loan balances to allocate the allowance to the segments of the loan portfolio.

~~- 45 -~~

Purchased loans were recorded on the date of purchase at estimated fair value; fair value discounts include a component for estimated ~~credit~~loan losses. The Company evaluates all nonaccrual purchased loans with outstanding principal balances in excess of $500 thousand for impairment; the impaired loan value is compared to the recorded investment in the loan, which has been reduced by the ~~credit~~loan default discount estimated on the date of purchase. If Management’s impairment analysis determines the impaired loan value is less than the recorded investment in the purchased loan, an allocation of the allowance for ~~credit~~loan losses is established for the deficiency. For all other purchased loan portfolio segments, Management applies the standard loss rates to the purchased loan portfolio segments to determine initial allocations of the allowance. Further, liquidating purchased consumer installment loans are evaluated separately by applying historical loss rates to forecasted liquidating principal balances to initially measure losses inherent in this portfolio segment. The initial allocations of the allowance to purchased loan portfolio segments are compared to ~~credit~~loan default discounts ascribed to each segment. Management establishes allocations of the allowance for ~~credit~~loan losses for any estimated deficiency.

The remainder of the allowance is considered to be unallocated. The unallocated allowance is established to provide for probable losses that have been incurred as of the reporting date but not reflected in the allocated allowance. The unallocated allowance addresses additional qualitative factors consistent with Management's analysis of the level of risks inherent in the loan portfolio, which are related to the risks of the Company's general lending activity. Included in the unallocated allowance is the risk of losses that are attributable to national or local economic or industry trends which have occurred but have not yet been recognized in loan chargeoff history (external factors). The primary external factor evaluated by the Company and the judgmental amount of unallocated reserve assigned by Management as of March 31, ~~2015~~2016 are economic and business conditions ~~$1.7~~$1.3 million. Also included in the unallocated allowance is the risk of losses attributable to general attributes of the Company's loan portfolio and credit administration (internal factors). The internal factors evaluated by the Company and the judgmental amount of unallocated reserve assigned by Management are: loan review system ~~$1.8~~$1.1 million, adequacy of lending Management and staff ~~$1.7~~$1.2 million, concentrations of credit ~~$3.2~~$2.4 million, and other factors.

- 45 -

	Allowance for Loan Losses For the Three Months Ended March 31, 2016
	Commercial			Commercial Real Estate			Construction			Residential Real Estate			Consumer Installment and Other			Purchased Non-covered Loans			Purchased Covered Loans		Unallocated			Total
	(In thousands)
Allowance for loan losses:
Balance at beginning of period	$	9,559		$	4,224		$	177		$	1,801		$	7,080		$	967		$	-	$	5,963		$	29,771
Additions:
Provision		1,214			(2	)		(47	)		(94	)		152			(1,193	)		-		(30	)		-
Deductions:
Chargeoffs		(1,171	)		-			-			-			(1,006	)		-			-		-			(2,177	)
Recoveries		245			15			-			-			457			1,176			-		-			1,893
Net loan (losses) recoveries		(926	)		15			-			-			(549	)		1,176			-		-			(284	)
Total allowance for loan losses	$	9,847		$	4,237		$	130		$	1,707		$	6,683		$	950		$	-	$	5,933		$	29,487

	Allowance for Loan Losses and Recorded Investment in Loans Evaluated for Impairment
	At March 31, 2016
	Commercial		Commercial Real Estate		Construction		Residential Real Estate		Consumer Installment and Other		Purchased Non-covered Loans		Purchased Covered Loans		Unallocated		Total
	(In thousands)
Allowance for loan losses:
Individually evaluated for impairment	$	5,831	$	585	$	-	$	-	$	-	$	-	$	-	$	-	$	6,416
Collectively evaluated for impairment		4,016		3,652		130		1,707		6,683		950		-		5,933		23,071
Purchased loans with evidence of credit deterioration		-		-		-		-		-		-		-		-		-
Total	$	9,847	$	4,237	$	130	$	1,707	$	6,683	$	950	$	-	$	5,933	$	29,487
Carrying value of loans:
Individually evaluated for impairment	$	13,388	$	7,516	$	-	$	-	$	-	$	11,733	$	-	$	-	$	32,637
Collectively evaluated for impairment		328,510		507,667		2,147		109,201		341,654		136,658		13,463		-		1,439,300
Purchased loans with evidence of credit deterioration		-		-		-		-		-		1,058		201		-		1,259
Total	$	341,898	$	515,183	$	2,147	$	109,201	$	341,654	$	149,449	$	13,664	$	-	$	1,473,196

Management considers the ~~$33.9~~$29.5 million allowance for ~~credit~~loan losses to be adequate as a reserve against ~~credit~~loan losses inherent in the loan portfolio as of March 31, ~~2015.~~

2016.

See Note 4 to the unaudited consolidated financial statements for additional information related to the loan portfolio, loan portfolio credit risk, and allowance for ~~credit~~loan losses.

~~- 46 -~~

Asset/Liability and Market Risk Management

Asset/liability management involves the evaluation, monitoring and management of interest rate risk, market risk, liquidity and funding. The fundamental objective of the Company's management of assets and liabilities is to maximize its economic value while maintaining adequate liquidity and a conservative level of interest rate risk.

Interest Rate Risk

Interest rate risk is a significant market risk affecting the Company. Many factors affect the Company’s exposure to interest rates, such as general economic and financial conditions, customer preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. Assets and liabilities may mature or re-price at different times. Assets and liabilities may re-price at the same time but by different amounts. Short-term and long-term market interest rates may change by different amounts. The timing and amount of cash flows of various assets or liabilities may shorten or lengthen as interest rates change. In addition, the changing levels of interest rates may have an impact on loan demand, demand for various deposit products, credit losses, and other elements of earnings such as account analysis fees on commercial deposit accounts and correspondent bank service charges.

The Company’s earnings are affected not only by general economic conditions, but also by the monetary and fiscal policies of the U.S. and its agencies, particularly the Federal Reserve Board (the “FRB”). The monetary policies of the FRB can influence the overall growth of loans, investment securities, and deposits and the level of interest rates earned on assets and paid for liabilities. The nature and impact of future changes in monetary policies are generally not predictable.

- 46 -

The Federal Open Market ~~Committee’s April 29, 2015 press release stated “To support continued progress toward maximum employment and price stability, the~~ Committee today reaffirmed its view that the current 0 to 1/4 percent target range for the federal funds rate remains appropriate. In determining how long to maintain this target range, the Committee will assess progress--both realized and expected--toward its objectives of maximum employment and 2 percent inflation. This assessment will take into account a wide range of information, including measures of labor market conditions, indicators of inflation pressures and inflation expectations, and readings on financial and international developments. The Committee anticipates that it will be appropriate to raise(“FOMC”) increased the target range for the federal funds rate ~~when it has seen further improvement~~to 1/4 to 1/2 percent on December 16, 2015. Subsequently, interest rates on intermediate-term and long-term United States Treasury obligations declined from January 1, 2016 through March 31, 2016. In this context, Management expects a high level of uncertainty in regard to interest rate levels in the ~~labor market~~immediate term, and is reasonably confident that inflation will move back to its 2 percent objective over the medium term.… When the Committee decides to begin to remove policy accommodation, it will take a balanced approach consistent with its longer-run goals of maximum employment and inflation of 2 percent. The Committee currently anticipates that, even after employment and inflation are near mandate-consistent levels, economic conditions may, for some time, warrant keeping the target federal funds rate below levels the Committee views as normal in the longer run.” In this context, Management’s most likely earnings forecast for the twelve months ending March 31, ~~2016~~2017 assumes market interest rates will either remain at relatively ~~stable~~low levels or short-term rates will rise gradually.

In adjusting the Company's asset/liability position, Management attempts to manage interest rate risk while enhancing the net interest margin and net interest income. At times, depending on expected increases or decreases in general interest rates, the relationship between long and ~~short term~~short-term interest rates, market conditions and competitive factors, Management may adjust the Company's interest rate risk position in order to manage its net interest margin and net interest income. The Company's results of operations and net portfolio values remain subject to changes in interest rates and to fluctuations in the difference between long and ~~short term~~short-term interest rates.

The Company’s asset and liability position was slightly “asset sensitive” at March 31, ~~2015,~~2016, depending on the interest rate assumptions applied to the simulation model employed by Management to measure interest rate risk. An “asset sensitive” position results in a slightly larger change in interest income than in interest expense resulting from application of assumed interest rate changes. Simulation estimates depend on, and will change with, the size and mix of the actual and projected balance sheet at the time of each simulation. Management’s interest rate risk management is currently biased toward stable or gradually increasing interest rates in the near-term and ~~ultimately, rising interest rates.~~intermediate-term. Management continues to monitor the interest rate environment as well as economic conditions and other factors it deems relevant in managing the Company's exposure to interest rate risk.

The Company does not currently engage in trading activities or use derivative instruments to control interest rate risk, even though such activities may be permitted with the approval of the Company's Board of Directors.

Market Risk - Equity Markets

Equity price risk can affect the Company. As an example, any preferred or common stock holdings, as permitted by banking regulations, can fluctuate in value. Management regularly assesses the extent and duration of any declines in market value, the causes of such declines, the likelihood of a recovery in market value, and its intent to hold securities until a recovery in value occurs. Declines in value of preferred or common stock holdings that are deemed “other than temporary” could result in loss recognition in the Company's income statement.

~~- 47 -~~

Fluctuations in the Company's common stock price can impact the Company's financial results in several ways. First, the Company has regularly repurchased and retired its common stock; the market price paid to retire the Company's common stock can affect the level of the Company's shareholders' equity, cash flows and shares outstanding. Second, the Company's common stock price impacts the number of dilutive equivalent shares used to compute diluted earnings per share. Third, fluctuations in the Company's common stock price can motivate holders of options to purchase Company common stock through the exercise of such options thereby increasing the number of shares outstanding. Finally, the amount of compensation expense associated with share based compensation fluctuates with changes in and the volatility of the Company's common stock price.

[The remainder of this page intentionally left blank]

- 47 -

Market Risk - Other

Market values of loan collateral can directly impact the level of loan ~~charge-offs~~chargeoffs and the provision for loan losses. The financial condition and liquidity of debtors issuing bonds and debtors whose mortgages or other obligations are securitized can directly impact the credit quality of the Company’s investment portfolio requiring the Company to recognize other than temporary impairment charges. Other types of market risk, such as foreign currency exchange risk and commodity price risk, are not significant in the normal course of the Company's business activities.

Liquidity and Funding

The objective of liquidity management is to manage cash flow and liquidity reserves so that they are adequate to fund the Company's operations and meet obligations and other commitments on a timely basis and at a reasonable cost. The Company achieves this objective through the selection of asset and liability maturity mixes that it believes best meet its needs. The Company's liquidity position is enhanced by its ability to raise additional funds as needed in the wholesale markets.

In recent years, the Company's deposit base has provided the majority of the Company's funding requirements. This relatively stable and low-cost source of funds, along with shareholders' equity, provided 9798 percent of funding for average total assets in the first quarter ~~2015~~2016 and ~~2014.~~97 percent in 2015. The stability of the Company’s funding from customer deposits is in part reliant on the confidence clients have in the Company. The Company places a very high priority in maintaining this confidence through conservative credit and capital management practices and by maintaining an appropriate level of liquidity reserves.

In the first quarter 2015 and 2014, non-deposit funding has continued to be provided by short-term borrowings and Federal Home Loan Bank advances until repayment in January 2015, and additionally, a term repurchase agreement until repayment in August 2014. These non-deposit sources of funds comprise a modest portion of total funding.

Liquidity is further provided by assets such as balances held at the Federal Reserve Bank, investment securities, and amortizing loans. The Company's investment securities portfolio provides a substantial secondary liquidity reserve. The Company held ~~$2.8~~$2.9 billion in total investment securities at March 31, ~~2015.~~2016. Under certain deposit, borrowing and other arrangements, the Company must hold and pledge investment securities as collateral. At March 31, ~~2015,~~2016, such collateral requirements totaled approximately ~~$720~~$712 million.

Liquidity risk can result from the mismatching of asset and liability cash flows, or from disruptions in the financial markets. The Company performs liquidity stress tests on a periodic basis to evaluate the sustainability of its liquidity. Under the stress testing, the Company assumes outflows of funds increase beyond expected levels. Measurement of such heightened outflows considers the composition of the Company’s deposit base, including any concentration of deposits, non-deposit funding such as short-term borrowings, ~~and Federal Home Loan Bank advances,~~ and unfunded lending commitments. The Company evaluates its stock of highly liquid assets to meet the assumed higher levels of outflows. Highly liquid assets include cash and amounts due from other banks from daily transaction settlements, reduced by branch cash needs and Federal Reserve Bank reserve requirements, and investment securities based on regulatory risk-weighting guidelines. Based on the results of the most recent liquidity stress test, Management is satisfied with the liquidity condition of the Bank and the Company. However, no assurance can be given the Bank or Company will not experience a period of reduced liquidity.

Management will monitor the Company’s cash levels throughout ~~2015.~~2016. Loan demand from credit-worthy borrowers will be dictated by economic and competitive conditions. The Company aggressively solicits non-interest bearing demand deposits and money market checking deposits, which are the least sensitive to changes in interest rates. The growth of these deposit balances is subject to heightened competition, the success of the Company's sales efforts, delivery of superior customer service, new regulations and market conditions. The Company does not aggressively solicit higher-costing time deposits; as a result, Management anticipates such deposits will decline. Changes in interest rates, most notably rising interest rates, could impact deposit volumes. Depending on economic conditions, interest rate levels, liquidity management and a variety of other conditions, deposit growth may be used to fund loans ~~reduce borrowings~~ or purchase investment securities. However, due to possible ~~concerns such as uncertainty~~volatility in ~~the general~~ economic ~~environment,~~conditions, competition and political uncertainty, loan demand and levels of customer deposits are not certain. Shareholder dividends are expected to continue subject to the Board's discretion and continuing evaluation of capital levels, earnings, asset quality and other factors.

~~- 48 -~~

Westamerica Bancorporation ("Parent Company") is a separate entity apart from Westamerica Bank (“Bank”) and must provide for its own liquidity. In addition to its operating expenses, the Parent Company is responsible for the payment of dividends declared for its shareholders, and interest and principal on any outstanding debt. Substantially all of the Parent Company's revenues are obtained from subsidiary dividends and service fees.

In the first quarter 2015, the Bank’s dividends paid to the Parent Company provided adequate cash flow for the Parent Company to pay shareholder dividends of $10 million and retire common stock in the amount of $8 million. In the first quarter 2014, the

The Bank’s dividends paid to the Parent Company and proceeds from the exercise of stock options provided adequate cash flow for the Parent Company to pay shareholder dividends of ~~$10~~$10 million in the first quarter 2016 and $39 million in 2015, and retire common stock in the amount of ~~$23 million.~~$5 million and $15 million, respectively. Payment of dividends to the Parent Company by the Bank is limited under California and Federal laws. The Company believes these regulatory dividend restrictions will not have an impact on the Parent Company's ability to meet its ongoing cash obligations.

- 48 -

Capital Resources

The Company has historically generated high levels of earnings, which provides a means of ~~raising~~accumulating capital. The Company's net income as ~~an annualized~~a percentage of average shareholders' equity (“return on equity” or “ROE”) has been ~~11.4%~~10.9% (annualized) in the first quarter 2016, 11.3% in 2015 and 11.6% in ~~2014 and 12.5% in 2013.~~2014. The Company also raises capital as employees exercise stock options. ~~There was no capital~~Capital raised through the exercise of stock options was $2 million in the first quarter ~~2015~~2016 compared with ~~$12.4~~$5 million in ~~2014~~2015 and ~~$21.5~~$12 million in ~~2013.~~

2014.

The Company paid common dividends totaling ~~$9.8~~$10 million in the first quarter ~~2015, $39.8~~2016, $39 million in ~~2014~~2015 and ~~$40.1~~$40 million in ~~2013,~~2014, which represent dividends per common share of ~~$0.38,~~$0.39, $1.53 and $1.52, ~~and $1.49,~~ respectively. The Company's earnings have historically exceeded dividends paid to shareholders. The amount of earnings in excess of dividends provides the Company resources to finance growth and maintain appropriate levels of shareholders' equity. In the absence of profitable growth opportunities, the Company has repurchased and retired its common stock as another means to return earnings to shareholders. The Company repurchased and retired ~~183~~130 thousand shares valued at ~~$7.9~~$5 million in the first quarter 2016, 344 thousand shares valued at $15 million in 2015 and 1.0 million shares valued at ~~$52.7~~$53 million in ~~2014 and 1.2 million shares valued at $57.3 million in 2013.~~

2014.

The Company's primary capital resource is shareholders' equity, which was ~~$527.4~~$539 million at March 31, ~~2015~~2016 compared with ~~$526.6~~$532 million at December 31, ~~2014.~~2015. The Company's ratio of equity to total assets was ~~10.47%~~10.37% at March 31, ~~2015~~2016 and ~~10.46%~~10.30% at December 31, ~~2014.~~

2015.

The Company performs capital stress tests on a periodic basis to evaluate the sustainability of its capital. Under the stress testing, the Company assumes various scenarios such as deteriorating economic and operating conditions, unanticipated asset devaluations, and significant operational lapses. The Company measures the impact of these scenarios on its earnings and capital. Based on the results of the most recent stress tests, Management is satisfied with the capital condition of the Bank and the Company. However, no assurance can be given the Bank or Company will not experience a period of reduced earnings or a reduction in capital from unanticipated events and circumstances.

Capital to Risk-Adjusted Assets

On July 2, 2013, the Federal Reserve Board approved a final rule that implements changes to the regulatory capital framework for all banking organizations. The rule’s provisions which ~~would~~ most ~~affect~~affected the regulatory capital requirements of the Company and the Bank:

~~Introduce~~Introduced a new “Common Equity Tier 1” capital measurement,

~~Establish~~Established higher minimum levels of capital,

~~Introduce~~Introduced a “capital conservation buffer,”

~~Increase~~Increased the risk-weighting of certain assets, and

~~Establish~~Established limits on the amount of deferred tax assets with any excess treated as a deduction from Tier 1 capital.

~~- 49 -~~

Under the final rule, a banking organization that is not subject to the “advanced approaches rule” may make a one-time election not to include most elements of Accumulated Other Comprehensive Income, including net-of-tax unrealized gains and losses on available for sale investment securities, in regulatory capital. Neither the Company nor the Bank are subject to the “advanced approaches rule” and made the election not to include most elements of Accumulated Other Comprehensive Income in regulatory capital.

Banking organizations that are not subject to the “advanced approaches rule” began complying with the final rule on January 1, 2015; on such date, the Company and the Bank became subject to the revised definitions of regulatory capital, the new minimum regulatory capital ratios, and various regulatory capital adjustments and deductions according to transition provisions and timelines. All banking organizations began calculating standardized total risk-weighted assets on January 1, 2015. The transition period for the capital conservation buffer for all banking organizations ~~will begin~~began on January 1, 2016 and will end January 1, 2019. Any bank subject to the rule which is unable to maintain its “capital conservation buffer” will be restricted in the payment of discretionary executive compensation and shareholder distributions, such as dividends and share repurchases.

- 49 -

The final rule did not supersede provisions of the Federal Deposit Insurance Corporation Improvement Act (FDICIA) requiring federal banking agencies to take prompt corrective action (PCA) to resolve problems of insured depository institutions. The final rule revised the PCA thresholds to incorporate the higher minimum levels of capital, including the ~~newly proposed~~ “common equity tier 1” ratio.

The capital ratios for the Company and the Bank under the new capital framework are presented in the table below.

At March 31, 2015
Transitional
Minimum
Regulatory
Requirement
Effective

Minimum
Regulatory
Requirement (1)
Effective

Well-capitalized
by Regulatory
Definition
Under FDICIA
Effective

Company Bank January 1, 2015 January 1, 2019 January 1, 2015

Common Equity Tier I Capital 12.54 % 11.35 % 4.50 % 7.00 % 6.50 %
Tier I Capital 12.54 % 11.35 % 6.00 % 8.50 % 8.00 %
Total Capital 13.08 % 12.05 % 8.00 % 10.50 % 10.00 %
Leverage Ratio 7.88 % 7.09 % 4.00 % 4.00 % 5.00 %

							Transitional Minimum Regulatory Requirement			Minimum Regulatory Requirement			Well-capitalized by Regulatory Definition Under FDICIA
	At March 31, 2016						Effective			Effective			Effective
	Company			Bank			January 1, 2016			January 1, 2019			January 1, 2015

Common Equity Tier I Capital		13.22	%		11.34	%		5.125	%⁽¹⁾		7.00	%⁽²⁾		6.50	%
Tier I Capital		13.22	%		11.34	%		6.625	%⁽¹⁾		8.50	%⁽²⁾		8.00	%
Total Capital		13.51	%		11.71	%		8.625	%⁽¹⁾		10.50	%⁽²⁾		10.00	%
Leverage Ratio		7.99	%		6.81	%		4.000	%		4.00	%		5.00	%

⁽¹⁾ Includes 0.625% capital conservation buffer.

⁽²⁾ Includes 2.5% capital conservation buffer.

~~The Company and the Bank intend to maintain regulatory~~

							Transitional Minimum Regulatory Requirement			Minimum Regulatory Requirement			Well-capitalized by Regulatory Definition Under FDICIA
	At December 31, 2015						Effective			Effective			Effective
	Company			Bank			January 1, 2015			January 1, 2019			January 1, 2015

Common Equity Tier I Capital		12.82	%		11.00	%		4.50	%		7.00	%⁽³⁾		6.50	%
Tier I Capital		12.82	%		11.00	%		6.00	%		8.50	%⁽³⁾		8.00	%
Total Capital		13.39	%		11.68	%		8.00	%		10.50	%⁽³⁾		10.00	%
Leverage Ratio		7.99	%		6.82	%		4.00	%		4.00	%		5.00	%

⁽³⁾ Includes 2.5% capital ~~in excess of the highest regulatory standard.~~ conservation buffer.

The Company and the Bank routinely project capital levels by analyzing forecasted earnings, credit quality, securities valuations, shareholder dividends, asset volumes, share repurchase activity, stock option exercise proceeds, and other factors. Based on current capital projections, the Company and the Bank expect to maintain regulatory capital levels exceeding the highest effective regulatory standard and pay quarterly dividends to shareholders. No assurance can be given that changes in capital management plans will not occur.

~~[The remainder of this page intentionally left blank]~~

~~- 50 -~~

~~The following summarizes the ratios of regulatory capital to risk-adjusted assets under the superseded capital framework on the dates indicated:~~

At March 31, At December 31,
Minimum
Regulatory

Well-capitalized
by Regulatory

2014 2014 Requirement Definition

Company:
Tier I Capital 13.74 % 13.30 % 4.00 % 6.00 %
Total Capital 15.19 % 14.54 % 8.00 % 10.00 %
Leverage ratio 8.40 % 7.95 % 4.00 % 5.00 %

Bank:
Tier I Capital 12.40 % 12.04 % 4.00 % 6.00 %
Total Capital 14.07 % 13.49 % 8.00 % 10.00 %
Leverage ratio 7.54 % 7.16 % 4.00 % 5.00 %

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Credit risk and interest rate risk are the most significant market risks affecting the Company, and equity price risk can also affect the Company’s financial results. These risks are described in the preceding sections regarding “Loan Portfolio Credit Risk,” and “Asset/Liability and Market Risk Management.” Other types of market risk, such as foreign currency exchange risk and commodity price risk, are not significant in the normal course of the Company’s business activities.

- 50 -

Item 4. Controls and Procedures

The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, as of March 31, ~~2015.~~

2016.

Based upon their evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported as and when required and that such information is communicated to the Company’s management, including the principal executive officer and the principal financial officer, to allow for timely decisions regarding required disclosures. The evaluation did not identify any change in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, ~~2015~~2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Neither the Company nor any of its subsidiaries is a party to any material pending legal proceeding, nor is ~~their~~its property the subject of any material pending legal proceeding, other than ordinary routine legal proceedings arising in the ordinary course of the Company’s business. None of these proceedings is expected to have a material adverse impact upon the Company’s business, financial position or results of operations.

Item 1A. Risk Factors

The Company’s Form 10-K as of December 31, ~~2014~~2015 includes detailed disclosure about the risks faced by the Company’s business; such risks have not materially changed since the Form 10-K was filed.

~~- 51 -~~

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

(a) Previously reported on Form 8-K.

(b) None

The table below sets forth the information with respect to purchases made by or on behalf of ~~the Company~~Westamerica Bancorporation or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of common stock during the quarter ended March 31, ~~2015.~~

Period
(a)
Total Number of
Shares Purchased

(b)
Average Price
Paid per Share

(c)
Total Number
of Shares
Purchased as Part of
Publicly Announced
Plans or Programs*

(d)
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans
or Programs

(In thousands, except per share data)
January 1
through 85 $ 42.87 85 1,648
January 31
February 1
through 43 42.44 43 1,605
February 28
March 1
through 55 43.60 55 1,550
March 31
Total 183 $ 42.99 183 1,550

* Includes 7 thousand, 4 thousand and 11 thousand shares purchased in January, February and March, respectively, by the Company in private transactions with the independent administrator of the Company's Tax Deferred Savings/Retirement Plan (ESOP)2016 (in thousands, except per share data). ~~The Company includes the shares purchased in such transactions within the total number of shares authorized for purchase pursuant to the currently existing publicly announced program.~~

	2016
Period	(a) Total Number of shares Purchased		(b) Average Price Paid per Share		(c) Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
	(In thousands, except price paid)
January 1 through January 31		95	$	41.38		95		1,632
February 1 through February 29		35		41.92		35		1,597
March 1 through March 31		-		-		-		1,597
Total		130		41.53		130		1,597

The Company repurchases shares of its common stock in the open market to optimize the Company’s use of equity capital and enhance shareholder value and with the intention of lessening the dilutive impact of issuing new shares under stock option plans, and other ongoing requirements.

- 51 -

Shares were repurchased during the first quarter ~~of 2015~~2016 pursuant to a program approved by the Board of Directors on July ~~24, 2014~~23, 2015 authorizing the purchase of up to ~~2 million~~1,750 thousand shares of the Company’s common stock from time to time prior to September 1, ~~2015.~~

2016.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

~~- 52 -~~

Item 5. Other Information

(a) Submission of Matters to a Vote of Security Holders

~~Information required is incorporated by reference to~~

Proxies for the ~~Registrant’s Form 8-K, filed with~~Annual Meeting of shareholders held on April 28, 2016, were solicited pursuant Regulation 14A of the Securities ~~and~~ Exchange ~~Commission~~Act of 1934. The Report of Inspector of election indicates that22,012,916 shares of the Common Stock of the Company, out of 25,400,207 shares outstanding on ~~April 27, 2015.~~

the February 29, 2016 record date, were present, in person or by proxy, at the meeting. The following matters were submitted to a vote of the shareholders:

Election of Directors:

Nominee	For		Withheld		Non-Votes
Etta Allen		18,437,477		594,284		2,981,155
Louis E. Bartolini		18,357,973		673,788		2,981,155
E. Joseph Bowler		18,853,669		178,092		2,981,155
Arthur C. Latno, Jr.		18,291,193		740,568		2,981,155
Patrick D. Lynch		18,359,542		672,219		2,981,155
Catherine C. MacMillan		18,445,064		586,697		2,981,155
Ronald A. Nelson		18,440,175		591,586		2,981,155
David L. Payne		18,825,013		206,748		2,981,155
Edward B. Sylvester		18,841,665		190,096		2,981,155

Approval of a Non-Binding Advisory Vote on Executive Compensation

For				Against				Abstain				Non-Votes
	18,032,288				895,354				104,119				2,981,155

Ratification of Selection of Crowe Horwath as Company’s Independent Auditors for Fiscal Year 2016

For				Against				Abstain				Non-Votes
	21,803,396				29,990				179,530				0

Required Independent Board Chairman

For				Against				Abstain				Non-Votes
	6,819,532				11,691,141				521,088				2,981,155

Item 6. Exhibits

The exhibit list required by this item is incorporated by reference to the Exhibit Index filed with this report.

- 52 -

~~[The remainder of this page intentionally left blank]~~

~~- 53 -~~

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 hereunto duly authorized.

WESTAMERICA BANCORPORATION

(Registrant)

~~/s/ JOHN "ROBERT" THORSON~~

~~John "Robert" Thorson~~

~~Senior Vice President and Chief Financial Officer~~

~~(Chief Financial and Accounting Officer)~~

/s/ JOHN "ROBERT" THORSON
John "Robert" Thorson
Senior Vice President and Chief Financial Officer
(Chief Financial and Accounting Officer)

Date: May ~~5, 2015~~2, 2016

- 53 -

~~- 54 -~~

EXHIBIT INDEX

Exhibit 31.1: Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)

Exhibit 31.2: Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)

Exhibit 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

Exhibit 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

Exhibit 101: Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, ~~2015,~~2016, is formatted in XBRL interactive data files: (i) Consolidated Statements of Income for the three months ended March 31, ~~2015~~2016 and ~~2014;~~2015; (ii) Consolidated Balance Sheets at March 31, ~~2015,~~2016, and December 31, ~~2014;~~2015; (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, (iv) Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, ~~2015~~2016 and ~~2014;~~2015; (v) Consolidated Statements of Cash Flows for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 and (vi) Notes to the Unaudited

Consolidated Financial Statements.

- 5554 -

CALIFORNIA		94-2156203
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)	~~94-2156203~~ ~~(I.R.S. Employer~~	Identification No.)

Large accelerated filer þ ☒	Accelerated filer o ☐	Non-accelerated filer o ☐	Smaller reporting company o ☐
	(Do not check if a smaller reporting company)

Title of Class		Shares outstanding as of April ~~27, 2015~~22, 2016

Common Stock,		25,496,985
No Par Value		~~25,550,676~~

	For the Three Months Ended March 31,
	2015		2014
	(In thousands,
	except per share data)
Interest and Fee Income:
Loans	$	20,230	$	22,901
Investment securities available for sale		7,469		5,630
Investment securities held to maturity		6,218		7,033
Total Interest and Fee Income		33,917		35,564
Interest Expense:
Deposits		642		754
Short-term borrowed funds		16		20
Federal Home Loan Bank advances		1		99
Term repurchase agreement		-		25
Total Interest Expense		659		898
Net Interest Income		33,258		34,666
Provision for Loan Losses		-		1,000
Net Interest Income After Provision For Loan Losses		33,258		33,666
Noninterest Income:
Service charges on deposit accounts		5,707		6,010
Merchant processing services		1,703		1,924
Debit card fees		1,456		1,405
Trust fees		706		654
Other service fees		665		661
ATM processing fees		585		620
Financial services commissions		153		171
Other		1,325		1,545
Total Noninterest Income		12,300		12,990
Noninterest Expense:
Salaries and related benefits		13,338		14,126
Occupancy		3,727		3,727
Outsourced data processing services		2,108		2,105
Furniture and equipment		1,119		1,005
Amortization of identifiable intangibles		1,001		1,105
Professional fees		548		430
Courier service		543		610
Other real estate owned		315		(350	)
Other		4,028		4,115
Total Noninterest Expense		26,727		26,873
Income Before Income Taxes		18,831		19,783
Provision for income taxes		4,274		4,476
Net Income	$	14,557	$	15,307

Average Common Shares Outstanding		25,651		26,433
Diluted Average Common Shares Outstanding		25,655		26,537
Per Common Share Data:
Basic earnings	$	0.57	$	0.58
Diluted earnings		0.57		0.58
Dividends paid		0.38		0.38

	Common Shares Outstanding			Common Stock			Accumulated Deferred Compensation		Accumulated Other Comprehensive Income		Retained Earnings			Total
	(In thousands)

Balance, December 31, 2013		26,510		$	378,946		$	2,711	$	4,313	$	156,964		$	542,934
Net income for the period												15,307			15,307
Other comprehensive income										4,543					4,543
Exercise of stock options		225			10,853										10,853
Tax benefit decrease upon expiration/ exercise of stock options					(369	)									(369	)
Stock based compensation					359										359
Stock awarded to employees		1			52										52
Retirement of common stock including repurchases		(437	)		(6,351	)						(16,359	)		(22,710	)
Dividends												(10,086	)		(10,086	)
Balance, March 31, 2014		26,299		$	383,490		$	2,711	$	8,856	$	145,826		$	540,883

Balance, December 31, 2014		25,745		$	378,132		$	2,711	$	5,292	$	140,468		$	526,603
Net income for the period												14,557			14,557
Other comprehensive income										4,308					4,308
Exercise of stock options		-			-										-
Tax benefit decrease upon expiration of stock options					(865	)									(865	)
Stock based compensation					354										354
Stock awarded to employees		1			45										45
Retirement of common stock including repurchases		(183	)		(2,708	)						(5,159	)		(7,867	)
Dividends												(9,755	)		(9,755	)
Balance, March 31, 2015		25,563		$	374,958		$	2,711	$	9,600	$	140,111		$	527,380

	At March 31, 2015
	Securities Available for Sale				Securities Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Maturity in years:
1 year or less	$	80,420	$	80,658	$	15,322	$	15,829
Over 1 to 5 years		973,932		976,816		247,297		249,867
Over 5 to 10 years		409,874		416,005		270,191		275,665
Over 10 years		47,697		51,576		180,559		184,436
Subtotal		1,511,923		1,525,055		713,369		725,797
Mortgage-backed securities and residential collateralized mortgage obligations		245,848		243,017		301,862		305,068
Other securities		2,814		9,248		-		-
Total	$	1,760,585	$	1,777,320	$	1,015,231	$	1,030,865

	At December 31, 2014
	Securities Available for Sale				Securities Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Maturity in years:
1 year or less	$	57,891	$	57,991	$	15,355	$	15,855
Over 1 to 5 years		629,200		630,797		228,380		230,248
Over 5 to 10 years		584,872		589,250		285,219		288,631
Over 10 years		58,770		63,006		192,301		195,524
Subtotal		1,330,733		1,341,044		721,255		730,258
Mortgage-backed securities and residential collateralized mortgage obligations		257,917		251,783		317,403		318,304
Other securities		2,814		7,954		-		-
Total	$	1,591,464	$	1,600,781	$	1,038,658	$	1,048,562

	For the Three Months Ended March 31, 2015			For the Year Ended December 31, 2014
Impaired purchased loans	(In thousands)
Carrying amount at the beginning of the period	$	4,672		$	4,936
Reductions during the period		(16	)		(264	)
Carrying amount at the end of the period	$	4,656		$	4,672

	For the Three Months Ended March 31, 2015			For the Year Ended December 31, 2014
Accretable yield:	(In thousands)
Balance at the beginning of the period	$	2,261		$	2,505
Reclassification from nonaccretable difference		739			5,016
Accretion		(973	)		(5,260	)
Balance at the end of the period	$	2,027		$	2,261

Accretion	$	(973	)	$	(5,260	)
Change in FDIC indemnification		141			1,110
(Increase) in interest income	$	(832	)	$	(4,150	)

	Summary of Loans by Delinquency and Nonaccrual Status At March 31, 2015
	Current and Accruing		30-59 Days Past Due and Accruing		60-89 Days Past Due and Accruing		Past Due 90 days or More and Accruing		Nonaccrual		Total Loans
	(In thousands)
Commercial	$	388,683	$	2,355	$	533	$	-	$	292	$	391,863
Commercial real estate		534,341		7,960		5,109		-		1,526		548,936
Construction		12,438		-		-		-		-		12,438
Residential real estate		136,975		1,976		479		-		904		140,334
Consumer installment and other		369,260		1,548		357		191		619		371,975
Total originated loans		1,441,697		13,839		6,478		191		3,341		1,465,546
Purchased non-covered loans		187,198		2,945		1,821		-		10,045		202,009
Purchased covered loans		16,208		121		-		-		-		16,329
Total	$	1,645,103	$	16,905	$	8,299	$	191	$	13,386	$	1,683,884

	Impaired Loans At March 31, 2015
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(In thousands)
Impaired loans with no related allowance recorded:
Commercial	$	2,651	$	2,715	$	-
Commercial real estate		17,159		23,100		-
Construction		-		-		-
Residential real estate		1,145		1,175		-
Consumer installment and other		990		1,097		-

Impaired loans with an allowance recorded:
Commercial		9,860		9,860		493
Commercial real estate		-		-		-
Construction		-		-		-
Residential real estate		-		-		-
Consumer installment and other		-		-		-

Total:
Commercial	$	12,511	$	12,575	$	493
Commercial real estate		17,159		23,100		-
Construction		-		-		-
Residential real estate		1,145		1,175		-
Consumer installment and other		990		1,097

	Impaired Loans At December 31, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(In thousands)
Impaired loans with no related allowance recorded:
Commercial	$	2,031	$	2,095	$	-
Commercial real estate		19,478		25,519		-
Construction		1,834		1,884		-
Residential real estate		574		574		-
Consumer installment and other		1,518		1,628		-

Impaired loans with an allowance recorded:
Commercial		9,910		9,910		496
Commercial real estate		-		-		-
Construction		-		-		-
Residential real estate		-		-		-
Consumer installment and other		-		-		-

Total:
Commercial	$	11,941	$	12,005	$	496
Commercial real estate		19,478		25,519		-
Construction		1,834		1,884		-
Residential real estate		574		574		-
Consumer installment and other		1,518		1,628

	At March 31, 2015		At December 31, 2014
	(In thousands)
Cost method equity investments:
Federal Reserve Bank stock (1)	$	14,069	$	14,069
Federal Home Loan Bank stock (2)		450		940
Other investments		201		241
Total cost method equity investments		14,720		15,250
Life insurance cash surrender value		47,098		46,479
Net deferred tax asset		47,138		50,903
Limited partnership investments		17,445		18,673
Interest receivable		18,582		19,394
Prepaid assets		5,719		5,609
Other assets		9,872		10,150
Total other assets	$	160,574	$	166,458

	At March 31, 2015					At December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
	(In thousands)
Core Deposit Intangibles	$	56,808	$	(44,116	)	$	56,808	$	(43,188	)
Merchant Draft Processing Intangible		10,300		(9,706	)		10,300		(9,633	)
Total Identifiable Intangible Assets	$	67,108	$	(53,822	)	$	67,108	$	(52,821	)

	Core Deposit Intangibles		Merchant Draft Processing Intangible		Total
	(In thousands)
Three months ended March 31, 2015 (actual)	$	928	$	73	$	1,001
Estimate for year ended December 31, 2015		3,594		262		3,856
2016		3,292		212		3,504
2017		2,913		164		3,077
2018		1,892		29		1,921
2019		538		-		538
2020		287		-		287

									For the Three
									Months Ended
	At March 31, 2015								March 31, 2015
	Fair Value		Level 1		Level 2		Level 3		Total Losses
	(In thousands)
Other real estate owned	$	9,233	$	-	$	9,233	$	-	$	(243	)
Impaired loans		16,120		-		6,753		9,367		-
Total assets measured at fair value on a nonrecurring basis	$	25,353	$	-	$	15,986	$	9,367	$	(243	)

									For the
									Year Ended
	At December 31, 2014								December 31, 2014
	Fair Value		Level 1		Level 2		Level 3		Total Losses
	(In thousands)
Other real estate owned	$	6,374	$	-	$	6,374	$	-	$	(358	)
Impaired loans		17,085		-		7,670		9,415		(884	)
Total assets measured at fair value on a nonrecurring basis	$	23,459	$	-	$	14,044	$	9,415	$	(1,242	)

	For the Three Months Ended
	March 31, 2015
			Interest
	Average		Income/		Yields/
	Balance		Expense		Rates
	(In thousands)
Assets
Investment securities:
Available for sale
Taxable	$	1,466,850	$	5,896		1.61	%
Tax-exempt (1)		166,018		2,417		5.82	%
Held to maturity
Taxable		321,373		1,658		2.06	%
Tax-exempt (1)		704,042		7,005		3.98	%
Loans:
Commercial:
Taxable		308,197		3,434		4.52	%
Tax-exempt (1)		78,906		1,096		5.63	%
Commercial real estate		710,475		10,941		6.25	%
Real estate construction		14,064		178		5.12	%
Real estate residential		147,507		1,231		3.34	%
Consumer installment and other		424,599		3,733		3.57	%
Total loans (1)		1,683,748		20,613		4.96	%
Total Interest-earning assets (1)		4,342,031	$	37,589		3.49	%
Other assets		717,506
Total assets	$	5,059,537

Liabilities and shareholders' equity
Deposits:
Noninterest-bearing demand	$	1,919,820	$	-		-	%
Savings and interest-bearing transaction		2,103,115		279		0.05	%
Time less than $100,000		180,760		166		0.37	%
Time $100,000 or more		199,251		197		0.40	%
Total interest-bearing deposits		2,483,126		642		0.10	%
Short-term borrowed funds		86,354		16		0.08	%
Federal Home Loan Bank advances		2,004		1		0.20	%
Total interest-bearing liabilities		2,571,484	$	659		0.10	%
Other liabilities		52,147
Shareholders' equity		516,086
Total liabilities and shareholders' equity	$	5,059,537
Net interest spread (1) (2)						3.39	%
Net interest and fee income and interest margin (1) (3)			$	36,930		3.43	%

	For the Three Months Ended
	March 31, 2014
			Interest
	Average		Income/		Yields/
	Balance		Expense		Rates
	(In thousands)
Assets
Investment securities:
Available for sale
Taxable	$	970,514	$	3,925		1.62	%
Tax-exempt (1)		177,452		2,434		5.49	%
Held to maturity
Taxable		379,393		1,758		1.85	%
Tax-exempt (1)		743,663		8,286		4.46	%
Loans:
Commercial:
Taxable		281,015		4,073		5.88	%
Tax-exempt (1)		94,841		1,312		5.61	%
Commercial real estate		788,270		11,923		6.13	%
Real estate construction		13,141		190		5.88	%
Real estate residential		184,427		1,549		3.36	%
Consumer		460,371		4,312		3.80	%
Total loans (1)		1,822,065		23,359		5.19	%
Total Interest-earning assets (1)		4,093,087	$	39,762		3.92	%
Other assets		796,853
Total assets	$	4,889,940

Liabilities and shareholders' equity
Deposits:
Noninterest-bearing demand	$	1,768,464	$	-		-	%
Savings and interest-bearing transaction		1,974,430		301		0.06	%
Time less than $100,000		208,627		221		0.43	%
Time $100,000 or more		258,202		232		0.36	%
Total interest-bearing deposits		2,441,259		754		0.13	%
Short-term borrowed funds		62,472		20		0.13	%
Term repurchase agreement		10,000		25		1.01	%
Federal Home Loan Bank advances		20,520		99		1.97	%
Total interest-bearing liabilities		2,534,251	$	898		0.14	%
Other liabilities		54,066
Shareholders' equity		533,159
Total liabilities and shareholders' equity	$	4,889,940
Net interest spread (1) (2)						3.78	%
Net interest and fee income and interest margin (1) (3)			$	38,864		3.83	%

	At March 31, 2015
	Amortized		Fair
	Cost		Value
	(In thousands)
Obligations of states and political subdivisions:
California	$	112,494	$	115,635
Texas		63,714		64,988
Pennsylvania		48,664		49,617
New Jersey		31,768		32,264
Arizona		28,446		29,473
Other (35 states)		272,832		278,831
Total general obligation bonds	$	557,918	$	570,808

Revenue bonds:
California	$	59,675	$	62,238
Pennsylvania		29,458		30,070
Kentucky		19,937		20,512
Iowa		18,208		18,959
Colorado		18,512		18,941
Indiana		16,783		16,920
Other (31 states)		156,946		162,036
Total revenue bonds	$	319,519	$	329,676
Total obligations of states and political subdivisions	$	877,437	$	900,484

	At March 31, 2015						Transitional Minimum Regulatory Requirement Effective			Minimum Regulatory Requirement (1) Effective			Well-capitalized by Regulatory Definition Under FDICIA Effective
	Company			Bank			January 1, 2015			January 1, 2019			January 1, 2015

Common Equity Tier I Capital		12.54	%		11.35	%		4.50	%		7.00	%		6.50	%
Tier I Capital		12.54	%		11.35	%		6.00	%		8.50	%		8.00	%
Total Capital		13.08	%		12.05	%		8.00	%		10.50	%		10.00	%
Leverage Ratio		7.88	%		7.09	%		4.00	%		4.00	%		5.00	%

	At March 31,			At December 31,			Minimum Regulatory			Well-capitalized by Regulatory
	2014			2014			Requirement			Definition

Company:
Tier I Capital		13.74	%		13.30	%		4.00	%		6.00	%
Total Capital		15.19	%		14.54	%		8.00	%		10.00	%
Leverage ratio		8.40	%		7.95	%		4.00	%		5.00	%

Bank:
Tier I Capital		12.40	%		12.04	%		4.00	%		6.00	%
Total Capital		14.07	%		13.49	%		8.00	%		10.00	%
Leverage ratio		7.54	%		7.16	%		4.00	%		5.00	%

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs*		(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
	(In thousands, except per share data)
January 1
through		85	$	42.87		85		1,648
January 31
February 1
through		43		42.44		43		1,605
February 28
March 1
through		55		43.60		55		1,550
March 31
Total		183	$	42.99		183		1,550