SHARE-BASED COMPENSATION

Share-Based Plans

Omnibus Stock and Incentive Plan (the "Omnibus Plan") – In 1989, the Board adopted the Omnibus Plan, which allows for the grant of both incentive and non-statutory ("nonqualified") stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance units, and performance shares to certain key employees.

Since the inception of the Omnibus Plan through the end of 2008, certain key employees were granted nonqualified stock options. The option exercise price is set at the fair value of the Company's common stock on the grant date. The fair value is defined as the average of the high and low stock price on the grant date. All options have a term of ten years from the grant date, include reload features, and are non-transferable except to immediate family members, family trusts, or partnerships.

Since 2008, the Company grants restricted stock awards instead of nonqualified stock options to certain key employees. Both stock options and restricted stock awards vest over three years with 50% vesting after two years from the grant date and the remaining 50% vesting three years after the grant date provided the employee remains employed by the Company during this period (subject to accelerated vesting in the event of change-in-control or upon certain terminations of employment, as set forth in the applicable award agreement).

Nonemployee Directors Stock Plan (the "Directors Plan") – In 1997, the Board adopted the Directors Plan, which provides for the grant of equity awards to non-management Board members. Until 2008, only non-qualified stock options were issued under the Directors Plan. The exercise price of the options is equal to the fair value of the Company's common stock on the grant date. All options have a term of 10 years from the grant date.

In 2008, the Company amended the Directors Plan to allow for the grant of restricted stock awards. The awards are restricted to transfer, but are not restricted to dividend payment and voting rights. Both the options and the awards vest one year from the grant date subject to accelerated vesting in the event of retirement, death, disability, or change-in-control, as defined in the Directors Plan.

Both the Omnibus Plan and the Directors Plan, and material amendments, were submitted to and approved by the stockholders of the Company. The Company issues treasury shares to satisfy stock option exercises and restricted stock award releases.

Shares of Common Stock Available Under Share-Based Plans

Salary Stock Awards – The Company also periodically issues salary stock awards to certain executive officers. This stock is fully vested as of the grant date. The issuance of salary stock awards is included in share-based compensation expense, but does not reduce the number of shares issued and outstanding under the Omnibus Plan as the issuance is not considered part of the share-based plans referenced above.

Salary Stock Awards Granted



	Years ended December 31,
	2013		2012		2011
Shares granted	8,693		10,983		45,889
Weighted-average price	$	14.30	$	11.51	$	10.10

Stock Options

Nonqualified Stock Option Transactions

(Amounts in thousands, except per share data)



	Year Ended December 31, 2013
	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term ⁽¹⁾	Aggregate Intrinsic Value ⁽²⁾
Options outstanding beginning balance	1,718		$	32.42
Expired	(282	)	29.49
Options outstanding ending balance	1,436		$	32.99	2.24	$	230
Exercisable at the end of the year	1,436		$	32.99	2.24	$	230


⁽¹⁾	Represents the average remaining contractual life in years.

⁽²⁾

Aggregate intrinsic value represents the total pre-tax intrinsic value that would have been received by the option holders if they had exercised their options on December 31, 2013. Intrinsic value equals the difference between the Company's average of the high and low stock price on the last trading day of the year and the option exercise price, multiplied by the number of shares. This amount will fluctuate with changes in the fair value of the Company's common stock.

Stock Option Valuation Assumptions – The Company estimates the fair value of stock options at the grant date using a Black-Scholes option-pricing model that utilizes the assumptions outlined in the following table. No stock options were granted during the years ended December 31, 2013 or 2012. An immaterial amount of stock options were granted during the year ended December 31, 2011.

No stock options were exercised and no stock option award modifications were made during the three years ended December 31, 2013.

Restricted Stock Awards and Restricted Stock Units

Restricted Stock Transactions

(Amounts in thousands, except per share data)



	Year Ended December 31, 2013
	Restricted Stock Awards				Restricted Stock Units
	Number of Shares/Units		Weighted Average Grant Date Fair Value		Number of Shares/Units		Weighted Average Grant Date Fair Value
Non-vested awards beginning balance	1,087		$	11.87	62		$	11.69
Granted	428		13.01		159		13.01
Vested	(378	)	12.50		(8	)	12.50
Forfeited	(90	)	12.06		(10	)	12.06
Non-vested awards ending balance	1,047		$	12.10	203		$	12.68

Other Restricted Stock Award/Unit Information



	Years Ended December 31,
	2013		2012		2011
Weighted-average grant date fair value of restricted stock awards/units granted during the year	$	13.01	$	11.35	$	12.08
Total fair value of restricted stock awards/unit vested during the year	4,917		4,921		4,268
Income tax benefit realized from the vesting/release of restricted stock awards/units	1,966		1,884		1,828

No restricted stock awards/unit modifications were made during the periods presented.

Compensation Expense

The Company recognizes share-based compensation expense based on the estimated fair value of the option or award at the grant or modification date. Share-based compensation expense is included in salaries and wages in the Consolidated Statements of Income.

Effect of Recording Share-Based Compensation Expense

(Dollar amounts in thousands)



	Years ended December 31,
	2013		2012		2011
Restricted stock award/unit expense	$	5,779	$	5,877	$	5,607
Salary stock award expense	124		127		464
Stock option expense	—		—		291
Total share-based compensation expense	5,903		6,004		6,362
Income tax benefit	2,414		2,456		2,602
Share-based compensation expense, net of tax	$	3,489	$	3,548	$	3,760
Unrecognized compensation expense	$	6,327	$	5,674	$	4,784
Weighted-average amortization period remaining (in years)	1.2		1.1		1.0

December 31, 2013

Shares
Authorized

Shares Available
For Grant

Omnibus Plan

Directors Plan