Note 5

INTANGIBLE ASSETS

The Company had intangible assets of $85.5 million and $86.2 million at December 31, 2011 and December 31, 2010, respectively.  Intangible assets at December 31 were as follows:

Net Core Deposit Intangibles.  As of December 31, 2011 and December 31, 2010, the Company had net core deposit intangibles of $0.3 million and $0.7 million, respectively.  Amortization expense for the 12 months of 2011, 2010 and 2009 was approximately $0.5 million, $2.6 million, and $3.9 million, respectively.  The estimated annual amortization expense for 2012 is expected to be approximately $0.2 million. All of the core deposit intangible assets will be fully amortized in January 2013.

Goodwill:  As of December 31, 2011 and December 31, 2010, the Company had goodwill, net of accumulated amortization, of $84.8 million. Goodwill is tested for impairment on an annual basis, or more often if impairment indicators exist. A goodwill impairment test consists of two steps. Step One compares the estimated fair value of the reporting unit to its carrying amount. If the carrying amount exceeds the estimated fair value, Step Two is performed by comparing the fair value of the reporting unit’s implied goodwill to the carrying value of goodwill. If the carrying value of the reporting unit’s goodwill exceeds the estimated fair value, an impairment charge is recorded equal to the excess.

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During the fourth quarter of 2011, the Company performed its annual goodwill impairment test. The Step One test indicated that the carrying amount (including goodwill) of the Company’s reporting unit exceeded its estimated fair value. The Step Two test indicated the estimated fair value of our reporting unit’s implied goodwill exceeded its carrying amount. Based on the results of the Step Two analysis, the Company concluded that goodwill was not impaired as of December 31, 2011.

Other:  As of December 31, 2011 and December 31, 2010, the Company had a customer relationship intangible asset, net of accumulated amortization, of $0.4 million and $0.6 million, respectively.  This intangible asset was recorded as a result of the March 2004 acquisition of trust customer relationships.  Amortization expense for the twelve months of 2011 and 2010 was approximately $0.2 million.  Estimated annual amortization expense is approximately $0.2 million based on use of a 10-year useful life.