At December 31, 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 with restrictions 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.

In March 2010, the Board of Directors, with subsequent approval of the Corporation's shareholders, approved the adoption of the 2010 Incentive Compensation Plan (“2010 Plan”). Under the 2010 Plan, options are generally exercisable up to 10 years from the date of grant and vest ratably over three or four years, while restricted stock awards vest ratably over three or four years. As of December 31, 2013, no shares remained available for grant under the 2010 Plan.

In March 2013, the Board of Directors, with subsequent approval of the Corporation's shareholders, approved the adoption of the 2013 Incentive Compensation Plan ("2013 Plan"). Under the 2013 Plan, options are generally exercisable up to 10 years from the date of grant and vest ratably over four years, while restricted stock awards vest ratably over four years. As of December 31, 2013, approximately 19 million shares remained available for grant under the 2013 Plan.

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 value 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 2013, 2012 and 2011.

	2013			2012			2011
Dividend yield		2.00	%		2.00	%		2.00	%
Risk-free interest rate		0.99	%		1.20	%		2.27	%
Weighted average expected volatility		34.35	%		48.94	%		47.24	%
Weighted average expected life		6 years			6 years			6 years
Weighted average per share fair value of options	$	3.80		$	5.03		$	5.56

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 2013, 2012, and 2011, is presented below.

				Weighted Average	Aggregate
		Weighted Average		Remaining	Intrinsic
Stock Options	Shares	Exercise Price		Contractual Term	Value (000s)
Outstanding at December 31, 2010	7,301,458	$	24.33
Granted	1,624,369		14.20
Exercised	(23,437)		12.66
Forfeited or expired	(1,847,116)		24.51
Outstanding at December 31, 2011	7,055,274	$	21.99	5.61	$	27
Options exercisable at December 31, 2011	4,623,935	$	26.10	4.01	$	7
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	(642,202)		13.43
Forfeited or expired	(985,092)		21.49
Outstanding at December 31, 2013	8,034,243	$	18.37	6.03	$	20,838
Options exercisable at December 31, 2013	4,923,720	$	21.48	4.62	$	8,580

The following table summarizes information about the Corporation’s stock options outstanding at December 31, 2013.

	Options	Weighted Average		Remaining	Options	Weighted Average
	Outstanding	Exercise Price		Life (Years)	Exercisable	Exercise Price

Range of Exercise Prices:
$0.00 — $10.00	2,000	$	9.26	5.56	2,000	$	9.26
$10.01 — $15.00	5,248,844		13.46	7.76	2,138,321		13.45
$15.01 — $20.00	608,806		17.42	4.83	608,806		17.42
$20.01 — $25.00	554,576		24.89	3.84	554,576		24.89
$25.01 — $30.00	307,172		29.03	0.21	307,172		29.03
Over $30.00	1,312,845		33.25	1.98	1,312,845		33.25
Total	8,034,243	$	18.37	6.03	4,923,720	$	21.48

The following table summarizes information about the Corporation’s nonvested stock option activity for 2013, 2012, and 2011.

		Weighted Average
Stock Options	Shares	Grant Date Fair Value
Nonvested at December 31, 2010	2,025,720	$	4.09
Granted	1,624,369		5.56
Vested	(955,454)		3.77
Forfeited	(263,296)		4.85
Nonvested at December 31, 2011	2,431,339	$	5.11
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
Nonvested at December 31, 2012	4,036,595	$	5.11
Granted	1,020,979		3.80
Vested	(1,680,981)		5.10
Forfeited	(266,070)		5.05
Nonvested at December 31, 2013	3,110,523	$	4.69

For the year ended December 31, 2013 the intrinsic value of stock options exercised was $2 million. For the years ended December 31, 2012, and 2011, 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 $9 million, $5 million and $4 million, respectively, for the years ended December 31, 2013, 2012, and 2011. For the years ended December 31, 2013, 2012, and 2011, the Corporation recognized compensation expense of $8 million, $9 million, and $5 million respectively, for the vesting of stock options. At December 31, 2013, the Corporation had $8 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 the fourth quarter 2015.

The following table summarizes information about the Corporation’s restricted stock activity for 2013, 2012, and 2011.

		Weighted Average
Restricted Stock	Shares	Grant Date Fair Value
Outstanding at December 31, 2010	772,262	$	13.94
Granted	593,437		14.27
Vested	(169,499)		17.74
Forfeited	(182,435)		13.86
Outstanding at December 31, 2011	1,013,765	$	13.79
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
Outstanding at December 31, 2012	932,425	$	13.60
Granted	1,276,868		14.03
Vested	(626,480)		13.68
Forfeited	(71,048)		13.92
Outstanding at December 31, 2013	1,511,765	$	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 the 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 $7 million, $7 million, and $6 million was recorded for the years ended December 31, 2013, 2012, and 2011, respectively. The Corporation had $13 million of unrecognized compensation expense related to restricted stock awards at December 31, 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 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, 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.