STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2012

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

10.STOCK-BASED COMPENSATION

During the three months ended March 31, 2012, 306,100 performance shares with an estimated fair value of $8.6 million were awarded. The criteria for payment of the 2012 performance awards is based primarily on PLC’s average operating return on average equity (“ROE”) over a three-year period. If PLC’s ROE is below 10.0%, no award is earned. If PLC’s ROE is at or above 11.2%, the award maximum is earned. Awards are paid in shares of PLC’s common stock.

Restricted stock units are awarded to participants and include certain restrictions relating to vesting periods. PLC issued 143,900 restricted stock units for the three months ended March 31, 2012. These awards had a total fair value at grant date of $4.0 million. Approximately half of these restricted stock units vest in 2015, and the remainder vest in 2016.  These awards have been recorded as liability-classified awards for the period ended March 31, 2012.

During the first quarter of 2012, PLC changed its intention to pay certain of its previously issued restricted stock units and performance share awards in cash. As a result, these portions of the awards have been recorded as liability-classified awards as of March 31, 2012. The impact of this change was to reclassify $3.6 million from additional paid in capital to other liabilities. The change had an immaterial impact to current year net income.

Stock appreciation right (“SARs”) have been granted to certain officers of PLC to provide long-term incentive compensation based solely on the performance of PLC’s common stock. The SARs are exercisable either five years after the date of grant or in three or four equal annual installments beginning one year after the date of grant (earlier upon the death, disability, or retirement of the officer, or in certain circumstances, of a change in control of PLC) and expire after ten years or upon termination of employment. The SARs activity as well as weighted-average base price is as follows:

	Weighted-Average
	Base Price per share		No. of SARs
Balance as of December 31, 2011	$	22.27	2,274,229
SARs granted	—		—
SARs exercised / forfeited / expired	26.57		452,116
Balance as of March 31, 2012	$	21.21	1,822,113

There were no SARs issued for the three months ended March 31, 2012. PLC will pay an amount in stock equal to the difference between the specified base price of PLC’s common stock and the market value at the exercise date for each SAR.