Employee Benefit Plans

Pension Plan

FNB has maintained a defined benefit pension plan. In September 2006, the Board of Directors of FNB approved a modified freeze to the pension plan. Effective December 31, 2006, no new employees were eligible to enter the plan. Participants who were at least age 40, had earned 10 years of vesting service as an employee of FNB and remained an active employee as of December 31, 2006 qualified for a grandfathering provision. In November 2010, FNB’s Board of Directors approved an additional amendment to the plan which ceased participant benefit accruals as of December 31, 2010. The retirement benefits of all other participants in the pension plan were frozen as of December 31, 2006.

Benefits are based on the employee's compensation, years of service and age at retirement. FNB's funding policy is to contribute annually to the plan an amount which is not less than the minimum amount required by the Employee Retirement Income Security Act of 1974 and not more than the maximum amount deductible for income tax purposes.

The following table sets forth the plan’s change in benefit obligation, plan assets and the funded status of the pension plan, using a December 31 measurement date, and amounts recognized in the consolidated statements as of December 31:



(dollars in thousands)
	2012			2011
Change in Benefit Obligation
Benefit obligation at beginning of year	$	14,597		$	12,529
Service cost	—			—
Interest cost	668			712
Net actuarial loss	758			1,970
Benefits paid	(681		)	(614		)
Benefit obligation at end of year	$	15,342		$	14,597
Change in Plan Assets
Fair value of plan assets at beginning of year	$	9,234		$	8,696
Actual return on plan assets	1,017			352
Employer contributions	2,800			800
Benefits paid	(681		)	(614		)
Fair value of plan assets at December 31	$	12,370		$	9,234
Funded Status at End of Year	$	(2,972	)	$	(5,363	)
Amounts Recognized in the Consolidated Balance Sheets
Other Liabilities	$	(2,972	)	$	(5,363	)
Amounts Recognized in Accumulated Other Comprehensive Income
Net actuarial loss	$	7,312		$	7,290
Net amount recognized	$	7,312		$	7,290
Weighted-Average Allocation of Plan Assets at End of Year
Equity securities	62		%	64		%
Debt securities	36			33
Cash and cash equivalents	2			1
Fixed income funds	—			2
Total	100		%	100		%
Weighted-Average Plan Assumptions at End of Year
Discount rate	4.25		%	4.75		%
Expected long-term rate of return on plan assets	8.00		%	8.00		%
Rate of increase in compensation levels	5.50		%	5.50		%

The expected long-term rate of return on plan assets considers the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based exclusively on historical returns, without adjustments.

Components of net periodic pension cost/(income) and other amounts recognized in other comprehensive income are as follows:



(dollars in thousands)	2012			2011			2010
Net Periodic Pension Cost/(Income)
Service cost	$	—		$	—		$	181
Interest cost	668			712			687
Expected return on plan assets	(804		)	(690		)	(595		)
Amortization of prior service cost	—			—			1
Amortization of net actuarial loss	524			411			367
Total pension cost	$	388		$	433		$	641
Other Changes in Plan Assets and Benefit Obligations
Recognized in Other Comprehensive Income:
Net actuarial loss/(gain)	$	22		$	1,897		$	(262	)
Amortization of prior service credit	—			—			(1		)
Total recognized in other comprehensive loss/(income)	22			1,897			(263		)
Total Recognized in Net Periodic Pension Cost and Other Comprehensive Loss	$	410		$	2,330		$	378

The estimated net loss and prior service cost that will be amortized from accumulated other comprehensive income/(loss) into net periodic pension cost over the next year are approximately $0.5 million and $0, respectively.

FNB’s investment policies and strategies for the pension plan use a target allocation of 50% to 60% for equity securities and 40% to 50% for debt securities. The investment goals attempt to maximize returns while remaining within specific risk management policies. While the risk management policies permit investment in specific debt and equity securities, a significant percentage of total plan assets are maintained in mutual funds, approximately 98.5% at December 31, 2012, to assist in investment diversification. Generally the investments are readily marketable and can be sold to fund benefit payment obligations as they become payable.

The following table provides the fair values of investments held in the pension plan by major asset category:

December 31, 2012



(dollars in thousands)	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Equity securities	$	7,752	$	7,752	$	—
Debt securities	4,429		4,429		—
Other	189		189		—
Total fair value of pension assets	$	12,370	$	12,370	$	—

December 31, 2011



(dollars in thousands)	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Equity securities	$	5,912	$	5,912	$	—
Debt securities	3,191		—		3,191
Other	131		131		—
Total fair value of pension assets	$	9,234	$	6,043	$	3,191

The equity securities measured at fair value consist primarily of stock mutual funds (Level 1 inputs). Debt securities include corporate bonds, bond mutual funds, U.S. government and agency securities and obligations of state and political subdivisions (Level 1 inputs). Other investments consist of money market deposits (Level 1 inputs). For further information regarding levels of input used to measure fair value, refer to Note 20.

In 2012, FNB contributed $2.8 million to its pension plan. FNB expects to contribute $0.0 million to its pension plan in 2013. However, the assets of the FNB Employees Pension Plan are less in value than the present value of the accrued benefits (vested and unvested) of the participants in the Pension Plan on a termination and projected benefit obligation basis.

The estimated benefit payments for each year ending December 31 from 2013 through 2017 are as follows: $0.7 million in 2013, $0.8 million in 2014, $0.8 million in 2015, $0.9 million in 2016 and $0.8 million in 2017. The estimated benefit payments to be paid in the aggregate for the five year period from 2018 through 2022 are $4.4 million. The estimated benefit payments are based on the same assumptions used to measure the benefit obligation at December 31, 2012 and include estimated future employee service.

Supplemental Executive Retirement Plans

FNB has maintained a noncontributory, nonqualified supplemental executive retirement plan (“SERP”), covering certain executive employees. Annual benefits payable under the SERP are based on factors similar to those for the pension plan, with offsets related to amounts payable under the pension plan and social security benefits. SERP costs, which are actuarially determined using the projected unit credit method and recorded on an unfunded basis, are charged to current operations and credited to a liability account on the consolidated balance sheet. In 2010, the Board of Directors approved an amendment to the plan which stopped additional benefit accrual under the SERP after December 31, 2010. This action did not impact a participant's vested or accrued benefit in the plan. In September, 2012 the Board of Directors approved an amendment to terminate the Plan. The amendment provides for lump sum cash distributions of participant benefits in accordance with Internal Revenue Code Section 409A. These payments shall be made no earlier than one year after the termination date of the plan and no later than two years after plan termination.

The following table sets forth the plan’s change in benefit obligation, plan assets and the funded status of the SERP plan, using a December 31 measurement date, and amounts recognized in the consolidated statements as of December 31:



(dollars in thousands)
	2012			2011
Change in Benefit Obligation
Benefit obligation at beginning of year	$	1,980		$	2,057
Service cost	—			—
Interest cost	107			137
Amendments to plan	—			—
Net actuarial loss/(gain)	(457		)	60
Benefits paid	(285		)	(274		)
Benefit obligation at end of year	$	1,345		$	1,980
Change in Plan Assets
Employer contributions	$	285		$	274
Benefits paid	(285		)	(274		)
Fair value of plan assets at end of year	$	—		$	—
Funded Status at December 31	$	(1,345	)	$	(1,980	)
Amounts Recognized in the Consolidated Balance Sheets
Other Liabilities	$	1,345		$	1,980
Amounts Recognized in Accumulated Other Comprehensive Loss
Net actuarial gain	$	(1,002	)	$	(594	)
Prior service cost	155			187
Net amount recognized	$	(847	)	$	(407	)
Weighted-Average Plan Assumption at End of Year:
Discount rate	7.00		%	4.75		%

The increase in the assumed discount rate is the result of FNB's decision to terminate the SERP plan and pay out the remaining balance in 2013.

Components of net periodic SERP cost and other amounts recognized in other comprehensive loss are as follows:



(dollars in thousands)	2012			2011			2010
Net Periodic SERP Cost
Service cost	$	—		$	—		$	189
Interest cost	107			137			120
Amortization of prior service cost	31			48			48
Amortization of net actuarial gain	(48		)	(108		)	(37		)
Net periodic SERP cost	$	90		$	77		$	320
Other Changes in Plan Assets and Benefit Obligations
Recognized in Other Comprehensive Income
Net actuarial loss/(gain)	$	(409	)	$	168		$	(621	)
Amortization of prior service credit	(31		)	(48		)	(48		)
Total recognized in other comprehensive loss/(income)	(440		)	120			(669		)
Total Recognized in Net Periodic SERP (Income)/Cost and Other Comprehensive Income/(Loss)	$	(350	)	$	197		$	(349	)

The estimated net (gain)/loss and prior service cost that will be amortized from accumulated other comprehensive income/(loss) into net periodic SERP cost over the next year are approximately $(1,002,000) and $155,000 respectively.

The SERP is an unfunded plan. Consequently, there are no plan assets or cash contribution requirements other than for the direct payment of benefits.

The estimated benefit payments for the year ending December 31, 2013 total $1.1 million. There are no benefit payments projects for years ending December 31, 2014 and beyond. The estimated benefit payments are based on the same assumptions used to measure the benefit obligation at December 31, 2012 and include estimated future employee service.

As a result of the acquisition of Integrity Financial Corporation in 2006, CommunityOne assumed the obligations of a non-qualifying deferred compensation plan for the former president of Integrity. Under the plan provisions, benefit payments began in 2006 and are payable for 10 years. During 2012, 2011 and 2010, provisions of $39,000, $49,000, and $26,000 respectively, were expensed for future benefits to be provided under this plan. The total liability under this plan was $0.3 million at December 31, 2012 and $0.4 million at December 31, 2011, respectively, and is included in other liabilities in the accompanying consolidated balance sheets. Payments amounting to $80,000 in 2012, $76,000 in 2011 and $70,000 in 2010 were made under the provisions of the plan.

In connection with the acquisition by FNB of Carolina Fincorp, Inc. in 2000, CommunityOne assumed the obligations of Richmond Savings Bank, Inc., SSB under its Nonqualified Supplemental Retirement Plan. There is one retired executive covered under this plan, who is entitled to a retirement benefit of $30,000 per year payable for 10 years. Benefit payments began in 2012. In September, 2012 the Board of Directors approved an amendment to terminate the Plan. The amendment provides for a lump sum cash distribution of the participant benefit in accordance with Internal Revenue Code Section 409A. These payments shall be made no earlier than one year after the termination date of the plan and no later than two years after plan termination.

Other Postretirement Defined Benefit Plans

FNB has maintained a postretirement benefit plan, which provides medical and life insurance benefits to retirees who obtained certain age and service requirements. The medical plan is contributory, with retiree contributions adjusted whenever medical insurance rates change. The life insurance plan is noncontributory.

In conjunction with the modified freeze of the pension plan, the postretirement medical and life insurance plan was also amended. Effective December 31, 2006, no new employees are eligible to enter the postretirement medical and life insurance plan. Participants who were at least age 40, had earned 10 years of vesting service as an employee of FNB and remained an active employee as of December 31, 2006 qualified for a grandfathering provision. In November 2010, FNB’s Board of Directors approved an additional amendment to the plan which ceased participant benefit accruals as of December 31, 2010.

The following table sets forth the plans change in benefit obligation, plan assets and the funded status of the postretirement plans, using a December 31 measurement date, and amounts recognized in the consolidated statements as of December 31:



(dollars in thousands)
	2012			2011
Change in Benefit Obligation
Benefit obligation at beginning of year	$	1,459		$	1,670
Service cost	—			—
Interest cost	63			74
Net actuarial (gain)/loss	(84		)	(224		)
Plan participant contributions	79			80
Benefits paid	(140		)	(141		)
Benefit obligation at end of year	$	1,377		$	1,459
Change in Plan Assets
Employer contributions	$	61		$	61
Plan participant contributions	79			80
Benefits paid	(140		)	(141		)
Fair value of plan assets at end of year	$	—		$	—
Funded Status at December 31	$	(1,377	)	$	(1,459	)
Amounts Recognized in the Consolidated Balance Sheets
Other Liabilities	$	1,377		$	1,459
Amounts Recognized in Accumulated Other Comprehensive Loss
Net actuarial loss	$	86		$	169
Prior service credit	(21		)	(25		)
Net amount recognized	$	65		$	144
Weighted-Average Plan Assumption at End of Year:
Discount rate	4.25		%	4.75		%

Increasing or decreasing the assumed medical cost trend rate by one percentage point would not have a significant effect on either the postretirement benefit obligation at December 31, 2012 or the aggregate of the service and interest cost components of net periodic postretirement benefit cost for the year ended December 31, 2012.

Components of net postretirement benefit cost and other amounts recognized in other comprehensive income are as follows:



(dollars in thousands)	2012			2011			2010
Net Periodic Postretirement Benefit Cost
Service cost	$	—		$	—		$	18
Interest cost	63			74			90
Amortization of prior service credit	(4		)	(4		)	(4		)
Amortization of net actuarial loss	—			—			22
Net periodic postretirement benefit cost	$	59		$	70		$	126
Other Changes in Plan Assets and Benefit Obligations
Recognized in Other Comprehensive Income
Net actuarial (gain)/loss	$	(84	)	$	(223	)	$	6
Amortization of prior service cost	4			4			4
Total recognized in other comprehensive (income)/loss	(80		)	(219		)	10
Total Recognized in Net Periodic Postretirement Benefit Cost and Other Comprehensive (Income)/Loss	$	(21	)	$	(149	)	$	136

The estimated net (gain)/loss and prior service credit that will be amortized from accumulated other comprehensive income/(loss) into net periodic postretirement benefit cost over the next year are $2,900 and $(4,200).

The postretirement medical and life insurance plans are unfunded plans. Consequently, there are no plan assets or cash contribution requirements other than for the direct payment of benefits.

The estimated benefit payments for each year ending December 31 from 2013 through 2017 are as follows: $70,000 in 2013, $69,000 in 2014, $71,000 in 2015, $71,000 in 2016 and $72,000 in 2017. The estimated benefit payments to be paid in the aggregate for the five year period from 2018 through 2022 are $0.4 million. The estimated benefit payments are based on the same assumptions used to measure the benefit obligation at December 31, 2012 and include estimated future employee service.

Matching Retirement/Savings Plan

FNB has a matching retirement/savings plan which permits eligible employees to make contributions to the plan up to a specified percentage of compensation as defined by the plan. A portion of the employee contributions are matched by FNB based on the plan formula, which is $.50 for each dollar on the first 6% of eligible pay deferred by the employee under the plan. Additionally, commencing in 2007, FNB on a discretionary basis may make an annual contribution up to a specified percentage of compensation as defined by the plan to the account of each eligible employee. FNB did not make a discretionary contribution in 2012, 2011 or 2010. The matching and discretionary contributions amounted to $0.6 million in 2012, $0.4 million in 2011, and $0.5 million in 2010.

Granite has sponsored a tax-qualified profit-sharing and savings retirement plan covering substantially all Granite employees. Contributions to the plan are made at the discretion of the Board of Directors but may not exceed the maximum amount allowable for federal income tax purposes. There were no Company contributions made for the years ended December 31, 2012 and 2011. The plan permits eligible employees to make contributions to the plan up to a specified percentage of compensation as defined by the plan. Effective January 1, 2012 the plan was amended to provide a match on a portion of the employee contributions. The match is based on the plan formula, which is $.50 for each dollar on the first 6% of eligible pay deferred by the employee under the plan. During July 2012, Granite's plan and FNB's plan were merged together into an amended and restated CommunityOne 401(k) plan.

Granite has also sponsored a non-tax qualified profit-sharing supplemental executive retirement plan for certain executive officers, which allowed Granite to supplement the level of the executive officers' retirement incomes over that which is obtainable through the tax-qualified profit-sharing retirement plan sponsored by Granite. There was no expense for the years ended December 31, 2012 and 2011. The plan was terminated in October, 2011 and two remaining balances were paid out in 2012. There are no future obligations under this plan.