(11) PENSION PLAN AND OTHER BENEFIT PLANS

Pension Plan

The Corporation has a noncontributory defined benefit pension plan covering a majority of employees. The plan's defined benefit formula generally bases payments to retired employees upon their length of service multiplied by a percentage of the average monthly pay over the last five years of employment.

The Corporation uses a December 31 measurement date for its pension plan.

The Corporation amended the Defined Benefit Pension Plan during 2010. New employees hired on or after the effective date will not be eligible to participate in the plan, however, existing participants at that time will continue to accrue benefits. The amendment will result in a decrease over time in the future benefit obligations of the plan and the corresponding net periodic benefit cost associated with the plan.

The following table presents (1) changes in the plan's projected benefit obligation and plan assets, and (2) the plan's funded status at December 31, 2014 and 2013 (amounts in thousands):

Change in projected benefit obligation:	2014			2013
Benefit obligation at beginning of year	$	36,186		$	38,051
Service cost		1,045			1,195
Interest cost		1,738			1,587
Actuarial (gain) loss		8,064			(3,269	)
Benefits paid		(1,489	)		(1,378	)
Benefit obligation at end of year	$	45,544		$	36,186

Change in plan assets:	2014			2013
Fair value of plan assets at beginning of year	$	41,782		$	37,239
Actual return on plan assets		3,043			5,921
Employer contributions		-			-
Benefits paid		(1,489	)		(1,378	)
Fair value of plan assets at end of year	$	43,336		$	41,782

Funded status	$	(2,207	)	$	5,596

Amount recognized in accumulated other comprehensive income (loss) at December 31, 2014 and 2013 consist of the following (amounts in thousands):

	2014		2013
Net actuarial loss	$	17,388	$	9,843
Prior service cost		15		22
Total before tax effects	$	17,403	$	9,865

The accumulated benefit obligation at December 31, 2014 and 2013 was $38.7 million and $31.2 million, respectively.

The principal actuarial assumptions used in determining the projected benefit obligation as of December 31, 2014, 2013 and 2012 were as follows:

	2014			2013			2012
Discount rate		4.09	%		4.92	%		4.26	%
Assumed rate of future compensation increase		5.00	%		5.00	%		5.00	%

Components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss) in 2014, 2013 and 2012 consist of the following (amounts in thousands):

Net periodic benefit cost	2014			2013			2012
Service cost, benefits earned during the year	$	1,045		$	1,195		$	1,074
Interest cost on projected benefit obligation		1,738			1,587			1,606
Expected return on plan assets		(3,174	)		(2,824	)		(2,743	)
Amortization of net loss		649			1,579			1,410
Amortization of prior service cost		7			14			14
Net periodic cost	$	265		$	1,551		$	1,361

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):	2014			2013			2012
Net actuarial (gain) loss	$	8,195		$	(6,367	)	$	3,365
Recognized loss		(649	)		(1,579	)		(1,410	)
Amortization of prior service cost		(7	)		(14	)		(14	)
Total recognized in other comprehensive (loss) income (before tax effect)	$	7,539		$	(7,960	)	$	1,941
Total recognized in net benefit cost and other comprehensive (loss) income (before tax effect)	$	7,804		$	(6,409	)	$	3,302

Amounts expected to be recognized in net periodic cost during 2015
Loss recognition	$	1,475
Prior service cost recognition	$	7

The principal actuarial assumptions used in determining the net periodic benefit cost for the years ended December 31, 2014, 2013 and 2012 were as follows:

	2014			2013			2012
Discount rate		4.92	%		4.26	%		4.95	%
Expected long-term rate of return on assets		7.75	%		7.75	%		8.00	%
Assumed rate of future compensation increase		5.00	%		5.00	%		5.00	%

The Corporation changes important assumptions whenever changing conditions warrant. At December 31, 2014, the Corporation adopted the Retirement Plan 2014 (RP-2014) and Mortality Projection 2014 (MP-2014) mortality tables, which were finalized by the Society of Actuaries in October 2014 and reflected improved life expectancies and an expectation that this trend will continue. The discount rate is evaluated at least annually and the expected long-term return on plan assets will typically be revised every three to five years, or as conditions warrant. Other material assumptions include the compensation increase rates, rates of employee terminations, and rates of participant mortality.

The Corporation's overall investment strategy is to achieve a mix of investments for long-term growth and for near-term benefit payments with a wide diversification of asset types. The target allocations for plan assets are shown in the table below. Equity securities primarily include investments in common or preferred shares of both U.S. and international companies. Debt securities include U.S. Treasury and Government bonds as well as U.S. Corporate bonds. Other investments may consist of mutual funds, money market funds and cash & cash equivalents. While no significant changes in the asset allocations are expected during 2014, the Corporation may make changes at any time.

The expected return on plan assets was determined based on a Capital Asset Pricing Model ("CAPM") using historical and expected future returns of the various asset classes, reflecting the target allocations described below.

Asset Class	Target Allocation 2014			Percentage of Plan Assets at December 31,						Expected Long-Term Rate of Return
				2014			2013
Large cap domestic equities		30% - 60	%		50	%		54	%		10.3	%
Mid-cap domestic equities		0% - 20	%		14	%		8	%		10.6	%
Small-cap domestic equities		0% - 15	%		3	%		3	%		10.8	%
International equities		0% - 25	%		4	%		4	%		10.3	%
Intermediate fixed income		20% - 50	%		26	%		26	%		4.7	%
Alternative assets		0% - 10	%		2	%		3	%		7.5	%
Cash		0% - 20	%		1	%		2	%		2.5	%
Total					100	%		100	%

The investment policy of the plan is to provide for long-term growth of principal and income without undue exposure to risk. The focus is on long-term capital appreciation and income generation. The Corporation maintains an Investment Policy Statement ("IPS") that guides the investment allocation in the plan. The IPS describes the target asset allocation positions as shown in the table above.

The Corporation has appointed an Employee Pension and Profit Sharing Committee to manage the general philosophy, objectives and process of the plan. The Employee Pension and Profit Sharing Committee meets with the Investment Manager periodically to review the plan's performance and to ensure that the current investment allocation is within the guidelines set forth in the IPS. Only the Employee Pension and Profit Sharing Committee, in consultation with the Investment Manager, can make adjustments to maintain target ranges and for any permanent changes to the IPS. Quarterly, the Board of Directors' Trust and Employee Benefits Committee reviews the performance of the plan with the Investment Manager.

As of December 31, 2014 and 2013, the Corporation's pension plan did not hold any direct investment in the Corporation's common stock.

The Corporation used the following methods and significant assumptions to estimate the fair value of each type of financial instrument held by the pension plan:

Fair value is the exchange price that would be received for an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date. The fair value hierarchy described below requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

Discounted cash flows are calculated using spread and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.

The fair value of the plan assets at December 31, 2014 and 2013, by asset class are as follows (amounts in thousands):

			Fair Value Measurement at December 31, 2014 Using
Plan Assets	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash	$	626	$	626	$	-	$	-
Equity securities:
U.S. companies		28,011		28,011		-		-
International companies		856		856		-		-

Mutual funds		7,111		7,111		-		-

Debt securities:
U.S. Treasuries/Government bonds		2,701		2,701		-		-
U.S. Corporate bonds		3,775		-		3,775		-
Foreign bonds, notes & debentures		256		-		256		-
Total plan assets	$	43,336	$	39,305	$	4,031	$	-

			Fair Value Measurement at December 31, 2013 Using
Plan Assets	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash	$	982	$	982	$	-	$	-
Equity securities:
U.S. companies		27,170		27,170		-		-

Mutual funds		7,288		7,288		-		-

Debt securities:
U.S. Treasuries/Government bonds		3,309		3,309		-		-
U.S. Corporate bonds		2,771		-		2,771		-
Foreign bonds, notes & debentures		262		-		262		-
Total plan assets	$	41,782	$	38,749	$	3,033	$	-

The following table presents the estimated benefit payments for each of the next five years and the aggregate amount expected to be paid in years six through ten for the pension plan (amounts in thousands):

Calendar Year	Future Expected Benefit Payments
2015	$	1,761
2016	$	1,849
2017	$	1,949
2018	$	2,052
2019	$	2,114
2020-2024	$	11,949

The Corporation does not expect to contribute to the plan during 2015. Funding requirements for subsequent years are uncertain and will significantly depend on changes in assumptions used to calculate plan funding levels, the actual return on plan assets, changes in the employee groups covered by the plan, and any legislative or regulatory changes affecting plan funding requirements.

For tax planning, financial planning, cash flow management or cost reduction purposes the Corporation may increase, accelerate, decrease or delay contributions to the plan to the extent permitted by law.

Defined Contribution Profit Sharing, Savings and Investment Plan

The Corporation also sponsors a defined contribution profit sharing, savings and investment plan which covers all eligible employees with a minimum of 1,000 hours of annual service. The Corporation makes discretionary matching and profit sharing contributions to the plan for employees hired prior to July 1, 2010 based on the financial results of the Corporation. The Corporation also contributes to a non-discretionary 401K plan which covers all eligible employees hired after July 1, 2010. Expense related to both plans totaled $620 thousand, $521 thousand, and $393 thousand for the years ended December 31, 2014, 2013 and 2012, respectively. The plan's assets at December 31, 2014, 2013 and 2012 include 170,714, 178,113 and 189,337 shares, respectively, of Chemung Financial Corporation common stock, as well as other common and preferred stocks, U.S. Government securities, corporate bonds and notes, and mutual funds.

Defined Benefit Health Care Plan

The Corporation uses a December 31 measurement date for its postretirement medical benefits plan.

The following table presents (1) changes in the plan's accumulated postretirement benefit obligation and (2) the plan's funded status at December 31, 2014 and 2013 (amounts in thousands):

Changes in accumulated postretirement benefit obligation:	2014			2013
Accumulated postretirement benefit obligation - beginning of year	$	1,490		$	1,534
Service cost		39			44
Interest cost		72			66
Participant contributions		84			74
Actuarial (gain) loss		177			(61	)
Benefits paid		(199	)		(167	)
Accumulated postretirement benefit obligation at end of year	$	1,663		$	1,490

Change in plan assets:	2014			2013
Fair value of plan assets at beginning of year	$	-		$	-
Employer contribution		115			93
Plan participants’ contributions		84			74
Benefits paid		(199	)		(167	)
Fair value of plan assets at end of year	$	-		$	-

Funded status	$	(1,663	)	$	(1,490	)

Amount recognized in accumulated other comprehensive income (loss) at December 31, 2014 and 2013 consist of the following (amounts in thousands):

	2014			2013
Net actuarial loss	$	322		$	148
Prior service benefit		(531	)		(628	)
Total before tax effects	$	(209	)	$	(480	)

Weighted-average assumption for disclosure as of December 31,	2014			2013			2012
Discount rate		4.09	%		4.92	%		4.26	%
Health care cost trend: Initial		7.00	%		8.00	%		9.00	%
Health care cost trend: Ultimate		5.00	%		5.00	%		5.00	%
Year ultimate cost trend reached		2018			2018			2018

The components of net periodic postretirement benefit cost for the years ended December 31, 2014, 2013 and 2012 are as follows (amounts in thousands):

Net periodic benefit cost	2014			2013			2012
Service cost	$	39		$	44		$	39
Interest cost		72			66			71
Amortization of prior service benefit		(97	)		(97	)		(97	)
Recognized actuarial loss		3			10			1
Net periodic postretirement cost	$	17		$	23		$	14

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):	2014			2013			2012
Net actuarial (gain) loss	$	177		$	(61	)	$	178
Recognized actuarial loss		(3	)		(10	)		(1	)
Amortization of prior service benefit		97			97			97
Total recognized in other comprehensive income (loss) (before tax effect)	$	271		$	26		$	274
Total recognized in net benefit cost and other comprehensive income (loss) (before tax effect)	$	288		$	49		$	288

During 2014 the plan's total unrecognized net loss increased by $174 thousand. Because the total unrecognized net gain or loss in the plan exceeds 10% of the accumulated postretirement benefit obligation, the excess will be amortized over the average future working lifetime of active plan participants. As of January 1, 2014 the average future working lifetime of active participants was 14.89 years. Actual results for 2015 will depend on the 2015 actuarial valuation of the plan.

Amounts expected to be recognized in net periodic cost during 2015:
Loss recognition	$	10
Prior service cost recognition	$	(97	)

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one-percentage point change in assumed health care cost trend rates would have the following effects (amounts in thousands):

Effect of a 1% increase in health care trend rate on:	2014		2013		2012
Benefit obligation	$	5	$	15	$	4
Total service and interest cost	$	-	$	-	$	-

Effect of a 1% decrease in health care trend rate on:	2014			2013			2012
Benefit obligation	$	(6	)	$	(23	)	$	(5	)
Total service and interest cost	$	-		$	(2	)	$	(1	)

Weighted-average assumptions for net periodic cost as of December 31,:	2014			2013			2012
Discount rate		4.92	%		4.26	%		4.95	%
Health care cost trend: Initial		8.00	%		9.00	%		10.00	%
Health care cost tread: Ultimate		5.00	%		5.00	%		5.00	%
Year ultimate reached		2018			2018			2018

The following table presents the estimated benefit payments for each of the next five years and the aggregate amount expected to be paid in years six through ten (amounts in thousands):

Calendar Year	Future Estimated Benefit Payments
2015	$	201
2016	$	176
2017	$	140
2018	$	150
2019	$	159
2020-2024	$	652

The Corporation’s policy is to contribute the amount required to fund postretirement benefits as they become due to retirees. The amount expected to be required in contributions to the plan during 2015 is $201 thousand.

Executive Supplemental Pension Plan

The Corporation also sponsors an Executive Supplemental Pension Plan for certain current and former executive officers to restore certain pension benefits that may be reduced due to limitations under the Internal Revenue Code. The benefits under this plan are unfunded as of December 31, 2014 and 2013.

The Corporation uses a December 31 measurement date for its Executive Supplemental Pension Plan.

The following table presents Executive Supplemental Pension plan status at December 31, 2014 and 2013 (amounts in thousands):

Change in projected benefit obligation:	2014			2013
Benefit obligation at beginning of year	$	1,116		$	1,162
Service cost		38			40
Interest cost		55			48
Actuarial (gain) loss		110			(59	)
Benefits paid		(75	)		(75	)
Projected benefit obligation at end of year	$	1,244		$	1,116

Changes in plan assets:	2014			2013
Fair value of plan assets at beginning of year	$	-		$	-
Employer contributions		75			75
Benefits paid		(75	)		(75	)
Fair value of plan assets at end of year	$	-		$	-

Unfunded status	$	(1,244	)	$	(1,116	)

Amounts recognized in accumulated other comprehensive income (loss) at December 31, 2014 and 2013 consist of the following (amounts in thousands):

	2014		2013
Net actuarial loss	$	275	$	194
Prior service cost		-		-
Total before tax effects	$	275	$	194

Accumulated benefit obligation at December 31, 2014 and 2013 was $1.2 million and $1.0 million, respectively.

Weighted-average assumption for disclosure as of December 31,:	2014			2013			2012
Discount rate		4.09	%		4.92	%		4.26	%
Assumed rate of future compensation increase		5.00	%		5.00	%		5.00	%

The components of net periodic benefit cost for the years ended December 31, 2014, 2013 and 2012 are as follows (amounts in thousands):

Net periodic benefit cost	2014		2013		2012
Service cost	$	38	$	40	$	35
Interest cost		55		48		51
Recognized actuarial loss		29		34		20
Net periodic postretirement benefit cost	$	122	$	122	$	106

Other changes in plan assets and benefit obligation recognized in other comprehensive income (loss):	2014			2013			2012
Net actuarial (gain) loss	$	110		$	(59	)	$	81
Recognized actuarial loss		(29	)		(34	)		(20	)
Total recognized in other comprehensive income (loss) (before tax effect)	$	81		$	(93	)	$	61

Total recognized in net benefit cost and other comprehensive income (loss) (before tax effect)	$	203		$	29		$	167

Amounts expected to be recognized in net periodic cost during 2015:
Loss recognition	$	50
Prior service cost recognition	$	-

Weighted-average assumptions for net periodic cost as of December 31,:	2014			2013			2012
Discount rate		4.92	%		4.26	%		4.95	%
Salary scale		5.00	%		5.00	%		5.00	%

The following table presents the estimated benefit payments for each of the next five years and the aggregate amount expected to be paid in years six through ten for the Supplemental Pension Plan (amounts in thousands):

Calendar Year	Future Estimated Benefit Payments
2015	$	75
2016	$	75
2017	$	75
2018	$	116
2019	$	116
2020-2024	$	580

The Corporation expects to contribute $75 thousand to the plan during 2015. Corporation contributions are equal to the benefit payments to plan participants.

Defined Contribution Supplemental Executive Retirement Plan

The Corporation also sponsors a Defined Contribution Supplemental Executive Retirement Plan for certain current executive officers, which was initiated in 2012. The plan is unfunded as of December 31, 2014 and is intended to provide nonqualified deferred compensation benefits payable at retirement, disability, death or certain other events. The balance in the plan as of December 31, 2014 and December 31, 2013 was $550 thousand and $337 thousand, respectively. A total of $213 thousand and $155 thousand was expensed during the years ended December 31, 2014 and 2013, respectively In addition to each participants account being credited with the annual company contribution, each account will receive a quarterly interest credit that will equal the average yield on five year U.S. Treasury Notes.