STOCK-BASED COMPENSATION PLANS

12 Months Ended

Dec. 31, 2012

STOCK-BASED COMPENSATION PLANS [Abstract]

STOCK-BASED COMPENSATION PLANS

NOTE L:  STOCK-BASED COMPENSATION PLANS

The Company has a long-term incentive program for directors, officers and employees.  Under this program, the Company initially authorized 4,000,000 shares of Company common stock for the grant of incentive stock options, nonqualified stock options, restricted stock awards, and retroactive stock appreciation rights.  The long-term incentive program was amended effective May 25, 2011 to authorize an additional 900,000 shares of Company common stock for the grant of incentive stock options, nonqualified stock options, restricted stock awards, and retroactive stock appreciation rights.  As of December 31, 2012, the Company has authorization to grant up to 1,374,520 additional shares of Company common stock for these instruments.  The nonqualified (offset) stock options in its Director's Stock Balance Plan vest and become exercisable immediately and expire one year after the date the director retires or two years in the event of death.  The remaining options have a ten-year term, and vest and become exercisable on a grant-by-grant basis, ranging from immediate vesting to ratably over a five-year period.

Activity in this long-term incentive program is as follows:

	Stock Options
				Weighted-average
				Exercise Price of
	Outstanding			Shares
Outstanding at December 31, 2010		2,976,892		$	20.55
Granted		274,828			27.36
Exercised		(282,930	)		17.97
Forfeited		(21,575	)		20.58
Outstanding at December 31, 2011		2,947,215			21.43
Granted		356,765			28.78
Exercised		(526,141	)		18.91
Forfeited		(17,116	)		21.47
Outstanding at December 31, 2012		2,760,723		$	22.86
Exercisable at December 31, 2012		1,977,858		$	22.27

The following table summarizes the information about stock options outstanding under the Company's stock option plan at December 31, 2012:

	Options outstanding						Options exercisable
Range of Exercise Price	Shares		Weighted- average Exercise Price		Weighted- average Remaining  Life (years)		Shares		Weighted- average Exercise Price
$0.00 – $18.00		195,506	$	17.59		6.09		195,506	$	17.59
$18.001 – $23.00		1,073,087		19.73		5.56		748,371		20.12
$23.001 – $28.00		1,138,904		24.87		3.90		969,262		24.44
$28.001 – $29.00		353,226		28.78		9.22		64,719		28.78
TOTAL		2,760,723	$	22.86		5.38		1,977,858	$	22.27

The weighted-average remaining contractual term of outstanding and exercisable stock options at December 31, 2012 is 5.4 years and 4.4 years, respectively.  The aggregate intrinsic value of outstanding and exercisable stock options at December 31, 2012 is $12.9 million and $10.2 million, respectively.

The Company recognized stock-based compensation expense related to incentive and non-qualified stock options of $1.8 million, $1.8 million and $2.0 million for the years ended December 31, 2012, 2011 and 2010, respectively.  A related income tax benefit was recognized of $0.8 million, $0.8 million and $0.9 million for the 2012, 2011 and 2010 years, respectively.  Compensation expense related to restricted stock vesting recognized in the income statement for 2012, 2011 and 2010 was approximately $1.8 million, $2.0 million and $1.6 million, respectively.

Management estimated the fair value of options granted using the Black-Scholes option-pricing model.  This model was originally developed to estimate the fair value of exchange-traded equity options, which (unlike employee stock options) have no vesting period or transferability restrictions.  As a result, the Black-Scholes model is not necessarily a precise indicator of the value of an option, but it is commonly used for this purpose.  The Black-Scholes model requires several assumptions, which management developed based on historical trends and current market observations.

	2012			2011			2010
Weighted-average Fair Value of Options Granted	$	6.40		$	6.69		$	5.56
Assumptions:
Weighted-average expected life (in years)		7.40			7.72			7.68
Future dividend yield		3.90	%		3.90	%		3.00	%
Share price volatility		31.79	%		32.12	%		32.03	%
Weighted-average risk-free interest rate		2.34	%		3.34	%		3.66	%

Unrecognized stock-based compensation expense related to non-vested stock options totaled $3.2 million at December 31, 2012, which will be recognized as expense over the next five years.  The weighted-average period over which this unrecognized expense would be recognized is 3.2 years.  The total fair value of stock options vested during 2012, 2011, and 2010 were $1.7 million, $1.8 million and $3.3 million, respectively.

During the twelve months ended December 31, 2012 and 2011, proceeds from stock option exercises totaled $9.6 million and $5.3 million, respectively, and the related tax benefits from exercise were approximately $1.1 million and $0.5 million, respectively.   During the twelve months ended December 31, 2012 and 2011, 479,353 and 274,330 shares, respectively, were issued in connection with stock option exercise.  The total intrinsic value of options exercised during 2012, 2011 and 2010 were $4.9 million, $2.3 million and $3.1 million, respectively.

A summary of the status of the Company's unvested restricted stock awards as of December 31, 2012, and changes during the twelve months ended December 31, 2012 and 2011, is presented below:

	Restricted Shares			Weighted-average grant date fair value
Unvested at December 31, 2010		284,586		$	18.53
Awards		54,958			27.36
Forfeitures		(9,061	)		18.91
Vestings		(60,842	)		19.40
Unvested at December 31, 2011		269,641			20.12
Awards		64,705			28.77
Forfeitures		(2,743	)		23.19
Vestings		(139,520	)		18.76
Unvested at December 31, 2012		192,083		$	23.98