Stock-Based Compensation

At June 30, 2015, the Corporation had one active stock-based compensation plan, the 2013 Incentive Compensation Plan. All stock options granted under this plan have an exercise price that is equal to the closing price of the Corporation’s stock on the grant date.

The Corporation also issues restricted common stock and restricted common stock units to certain key employees (collectively referred to as “restricted stock awards”) under this plan. The shares of restricted stock are restricted as to transfer, but are not restricted as to dividend payment or voting rights. Restricted stock units receive dividend equivalents but do not have voting rights. The transfer restrictions lapse over three or four years, depending upon whether the awards are service-based or performance-based. Service-based awards are contingent upon continued employment or meeting the requirements for retirement, and performance-based awards are based on earnings per share performance goals, relative total shareholder return, and continued employment or meeting the requirements for retirement. The plan provides that restricted stock awards and stock options will immediately become fully vested upon retirement from the Corporation of those colleagues whose retirement meets the early retirement or normal retirement definitions under the plan (“retirement eligible colleagues”).

The fair value of stock options granted is estimated on the date of grant using a Black-Scholes option pricing model, while the fair value of restricted stock awards is their fair market value on the date of grant. The fair values of stock options and restricted stock awards are amortized as compensation expense on a straight-line basis over the vesting period of the grants. Beginning with the 2014 grants, expenses related to stock options and restricted stock awards are fully recognized on the date the colleague meets the definition of normal or early retirement. Compensation expense recognized is included in personnel expense in the consolidated statements of income.

Assumptions are used in estimating the fair value of stock options granted. The weighted average expected life of the stock option represents the period of time that stock options are expected to be outstanding and is estimated using historical data of stock option exercises and forfeitures. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the implied volatility of the Corporation’s stock. The following assumptions were used in estimating the fair value for options granted in the first six months of 2015 and full year 2014.



	2015		2014
Dividend yield	2.00	%	2.00	%
Risk-free interest rate	2.00	%	2.00	%
Weighted average expected volatility	20.00	%	20.00	%
Weighted average expected life	6 years		6 years
Weighted average per share fair value of options	$3.08		$3.00

The Corporation is required to estimate potential forfeitures of stock grants and adjust compensation expense recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods.

A summary of the Corporation’s stock option activity for the year ended December 31, 2014 and for the six months ended June 30, 2015, is presented below.



Stock Options	Shares		Weighted Average Exercise Price	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (000s)
Outstanding at December 31, 2013	8,034,243		$18.37
Granted	1,389,452		$17.45
Exercised	(933,143	)	$13.77
Forfeited or expired	(643,214	)	$23.50
Outstanding at December 31, 2014	7,847,338		$18.34	5.79	$	23,986
Options exercisable at December 31, 2014	5,076,676		$19.96	4.41	$	14,953
Granted	1,348,504		$17.95
Exercised	(901,828	)	$13.92
Forfeited or expired	(748,088	)	$27.58
Outstanding at June 30, 2015	7,545,926		$17.90	6.30	$	30,532
Options exercisable at June 30, 2015	5,049,508		$18.27	4.98	$	22,722

The following table summarizes information about the Corporation’s nonvested stock option activity for the year ended December 31, 2014, and for the six months ended June 30, 2015.



Nonvested Stock Options	Shares		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2013	3,110,523		$4.69
Granted	1,389,452		$3.00
Vested	(1,522,152	)	$4.92
Forfeited	(207,161	)	$4.38
Nonvested at December 31, 2014	2,770,662		$3.74
Granted	1,348,504		$3.08
Vested	(1,425,483	)	$4.22
Forfeited	(197,265	)	$3.27
Nonvested at June 30, 2015	2,496,418		$3.15

Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock option. For the six months ended June 30, 2015, the intrinsic value of stock options exercised was $5 million. For the year ended December 31, 2014, the intrinsic value of stock options exercised was $4 million. The total fair value of stock options that vested was $6 million for the six months ended June 30, 2015 and $7 million for the year ended December 31, 2014. The Corporation recognized compensation expense for the vesting of stock options of $2 million and $3 million for the six months ended June 30, 2015 and 2014, respectively. For the full year 2014, the Corporation recognized compensation expense of $6 million for the vesting of stock options. Included in compensation expense for the six months ended June 30, 2015 was approximately $520,000 of expense for the accelerated vesting of stock options granted to retirement eligible colleagues. At June 30, 2015, the Corporation had $6 million of unrecognized compensation expense related to stock options that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2018.

The following table summarizes information about the Corporation’s restricted stock awards activity for the year ended December 31, 2014, and for six months ended June 30, 2015.



Restricted Stock	Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2013	1,511,765		$13.92
Granted	1,177,168		$17.35
Vested	(538,877	)	$14.12
Forfeited	(167,930	)	$15.26
Outstanding at December 31, 2014	1,982,126		$15.79
Granted	1,146,398		$18.04
Vested	(677,112	)	$15.54
Forfeited	(123,040	)	$16.65
Outstanding at June 30, 2015	2,328,372		$17.00

Restricted stock awards granted during 2014 and 2015 will vest ratably over a four year period. Expense for restricted stock awards of approximately $9 million and $5 million was recognized for the six months ended June 30, 2015 and 2014, respectively. The Corporation recognized approximately $10 million of expense for restricted stock awards for the full year 2014. Included in compensation expense for the six months ended June 30, 2015 was approximately $1 million of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues. The Corporation had $30 million of unrecognized compensation expense related to restricted stock awards at June 30, 2015 that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2018.

The Corporation has the ability to issue shares from treasury or new shares upon the exercise of stock options or the granting of restricted stock awards. The Board of Directors has authorized management to repurchase shares of the Corporation’s common stock each quarter in the market, to be made available for issuance in connection with the Corporation’s employee incentive plans and for other corporate purposes. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.