At September 30, 2013, the Corporation had one stock-based compensation plan. All stock awards granted under this plan have an exercise price that is equal to the closing price of the Corporation's stock on the date the awards were granted.

The Corporation may issue restricted common stock and restricted common stock units to certain key employees (collectively referred to as "restricted stock awards"). 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 one, two, 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 and continued employment or meeting the requirements for retirement.

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. 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 historical and implied volatility of the Corporation's stock. The following assumptions were used in estimating the fair value for options granted in the first nine months of 2013 and full year 2012.

		2013			2012
Dividend yield		2.00	%		2.00	%
Risk-free interest rate		0.99	%		1.20	%
Weighted average expected volatility		34.35	%		48.94	%
Weighted average expected life		6 years			6 years
Weighted average per share fair value of options	$	3.80		$	5.03

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, 2012 and for the nine months ended September 30, 2013, is presented below.

				Weighted Average		Aggregate Intrinsic
		Weighted Average		Remaining		Value
Stock Options	Shares	Exercise Price		Contractual Term		(000s)
Outstanding at December 31, 2011	7,055,274	$	21.99
Granted	3,060,519		12.97
Exercised	(11,120)		13.16
Forfeited or expired	(1,464,115)		21.56
Outstanding at December 31, 2012	8,640,558	$	18.88		6.40	$	570
Options exercisable at December 31, 2012	4,603,963	$	23.80		4.37		43
Outstanding at December 31, 2012	8,640,558	$	18.88
Granted	1,020,979		14.02
Exercised	(461,840)		13.42
Forfeited or expired	(838,213)		21.92
Outstanding at September 30, 2013	8,361,484	$	18.28		6.31	$	11,236
Options exercisable at September 30, 2013	5,139,583	$	21.30		4.92		4,690

The following table summarizes information about the Corporation's nonvested stock option activity for the year ended December 31, 2012, and for the nine months ended September 30, 2013.

		Weighted Average
Stock Options	Shares	Grant Date Fair Value
Nonvested at December 31, 2011	2,431,339	$	5.11
Granted	3,060,519		5.03
Vested	(1,097,571)		4.88
Forfeited	(357,692)		5.12
Nonvested at December 31, 2012	4,036,595	$	5.11
Granted	1,020,979		3.80
Vested	(1,649,614)		5.12
Forfeited	(186,059)		5.18
Nonvested at September 30, 2013	3,221,901	$	4.69

For the nine months ended September 30, 2013 the intrinsic value of stock options exercised was $1 million. For the year ended December 31, 2012, the intrinsic value of stock options exercised was immaterial. (Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock option.) The total fair value of stock options that vested was $8 million for the first nine months of 2013 and $5 million for the year ended December 31, 2012. For the nine months ended September 30, 2013 and 2012, the Corporation recognized compensation expense of $6 million and $7 million, respectively, for the vesting of stock options. For the full year 2012, the Corporation recognized compensation expense of $9 million for the vesting of stock options. At September 30, 2013, the Corporation had $10 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 2015.

The following table summarizes information about the Corporation's restricted stock awards activity for the year ended December 31, 2012, and for the nine months ended September 30, 2013.

		Weighted Average
Restricted Stock	Shares	Grant Date Fair Value
Outstanding at December 31, 2011	1,013,765	$	13.79
Granted	506,258		13.00
Vested	(533,014)		13.38
Forfeited	(54,584)		13.73
Outstanding at December 31, 2012	932,425	$	13.60
Granted	1,254,648		14.05
Vested	(615,968)		13.70
Forfeited	(40,301)		13.97
Outstanding at September 30, 2013	1,530,804	$	13.92

The Corporation amortizes the expense related to restricted stock awards as compensation expense over the vesting period specified in the grant. Restricted stock awards granted during 2013 and 2012 to executive officers will vest ratably over a three year period. Restricted stock awards granted to non-executives during 2013 will vest ratably over a four year period, while restricted stock awards granted to non-executives during 2012 will vest ratably over a three year period. Expense for restricted stock awards of approximately $6 million and $5 million was recognized for the nine months ended September 30, 2013 and 2012, respectively. The Corporation recognized approximately $7 million of expense for restricted stock awards for the full year 2012. The Corporation had $15 million of unrecognized compensation costs related to restricted stock awards at September 30, 2013 that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2015.

The Corporation issues shares from treasury, when available, 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.