Note 13. Stock Compensation Plans

Outside Directors' Stock Option Plan

The Company previously adopted a non-qualified Outside Directors' Stock Option Plan (the “Directors' Plan”). Under the terms of the Directors' Plan, 250,000 shares of Class A stock were authorized for grants. Each director was entitled to a grant of an option to purchase 1,500 shares of stock annually, which are exercisable one year after the grant date and must be exercised within ten years of the grant. The options were granted at the fair market value at the date of the grant. The ability to issue new grants under this plan has expired. See the discussion below concerning the 2007 Long-Term Incentive Plan.

The following table presents the activity related to the Directors' Plan for the six months ended June 30, 2011.

				Weighted		Weighted
				Average		Average		Average
				Exercise		Remaining		Intrinsic
	Options			Price		Term (yrs)		Value (1)
Options outstanding at December 31, 2010		74,086		$	20.02		2.8	$	-
Exercised		-			-
Forfeited		-			-
Expired		(5,466	)		11.90
Options outstanding at June 30, 2011		68,620		$	20.66		2.5	$	-
Options exercisable at June 30, 2011		68,620		$	20.66		2.5	$	-

(1)

The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had they exercised their options on June 30, 2011. The intrinsic value varies based on the changes in the market value in the Company's stock.

Employee Stock Option Plan and Appreciation Right Plan

The Company previously adopted a Stock Option and Appreciation Right Plan (the “Employee Plan”). The Employee Plan is an incentive program under which Company officers and other key employees were awarded additional compensation in the form of options to purchase under the Employee Plan, up to 1.8 million shares of the Company's Class A common stock (but not in excess of 19% of outstanding shares). At the time a stock option is granted, a stock appreciation right for an identical number of shares may also be granted. The option price is equal to the fair market value at the date of the grant. The options are exercisable at 20% per year beginning one year after the date of grant and must be exercised within ten years of the grant. The ability to issue new grants under the plan has expired. See the discussion below concerning the 2007 Long- Term Incentive Plan.

The following table presents the activity related to the Employee Plan for the six months ended June 30, 2011.

				Weighted		Weighted
				Average		Average		Average
				Exercise		Remaining		Intrinsic
	Options			Price		Term (yrs)		Value (1)
Options outstanding at December 31, 2010		385,005		$	20.30		3.3	$	-
Exercised		-			-
Forfeited		(6,914	)		22.26
Expired		(30,918	)		11.90
Options outstanding at June 30, 2011		347,173		$	21.01		3.1	$	-
Options exercisable at June 30, 2011		347,110		$	21.01		3.1	$	-

(1)

Long-Term Incentive Plan

Under the 2007 Long-Term Incentive Plan, all employees and non-employee directors of the Company and its designated subsidiaries are eligible participants. The plan includes 1,000,000 shares of Class A common stock (of which 250,000 shares may be issued as restricted stock), subject to customary anti-dilution adjustments, or approximately 9.0% of total outstanding shares of the Class A common stock. As of June 30, 2011, 172,390 stock options and 18,682 shares of restricted stock from this plan have been granted. For the stock options, the option strike price is equal to the fair market value at the date of the grant. For employees, the stock options are exercisable at 20% per year beginning one year after the date of grant and must be exercised within ten years of the grant. For outside directors, the stock options vest 100% one year from the grant date and must be exercised within ten years of the grant date. The restricted stock is granted with an estimated fair value equal to the market value of the Company's closing stock price on the date of the grant. Restricted stock will vest three years from the grant date, if the Company achieves specific goals set by the Compensation Committee and approved by the board of directors. These goals include a three year average return on assets compared to peers, a three year average return on equity compared to peers and a minimum return on both assets and equity over the three year period. All shares of restricted stock were forfeited in the first quarter of 2010 due to the Company's losses in 2009 and 2008.

The following table presents the activity related to stock options granted under the 2007 Long-Term Incentive Plan for the six months ended June 30, 2011.

			Weighted		Weighted
			Average		Average		Average
			Exercise		Remaining		Intrinsic
	Options		Price		Term (yrs)		Value (1)
Options outstanding at December 31, 2010		121,862	$	9.76		7.3	$	-
Exercised		-		-
Forfeited		-		-
Expired		-		-
Options outstanding at June 30, 2011		121,862	$	9.76		6.6	$	-
Options exercisable at June 30, 2011		68,877	$	11.35		6.5	$	-

(1)

For all Company plans as of June 30, 2011, there were 53,048 nonvested stock options and unrecognized compensation cost of $112,000 which will be expensed within two years.