NOTE 17 - STOCK COMPENSATION PLANS

Under the Company's Directors' and Employees' Stock Option Plans, the Company may grant options to its directors, officers and employees for up to 2.1 million shares of common stock. Non-qualified stock options may be granted under the Plan. The exercise price of each option equals the market price of the Company's stock on the date of grant and an option's maximum term is ten years. Vesting periods range from one to five years from the date of grant. The Company recognized compensation expense for stock options and restricted stock in the amounts of $42,000, $93,000 and $35,000 for December 31, 2012, 2011 and 2010, respectively. The Company did not grant any options to purchase common stock in 2012 and 2011.

1. Outside Directors' Stock Option Plan

The Company 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. The options were granted at the fair market value at the date of the grant. The options are exercisable one year after the date of grant date and must be exercised within ten years of the grant.

A summary of the Directors' Plan activity is presented below:

	2012									2011					2010
				Weighted		Weighted		(1)					Weighted					Weighted
				Average		Average		Average					Average					Average
				Exercise		Remaining		Intrinsic					Exercise					Exercise
	Options			Price		Term (yrs)		Value		Options			Price		Options			Price
Options outstanding at beginning of year		68,620		$	20.66		2.0				74,086		$	20.02		90,197		$	19.15
Exercised		-			-						-			-		-			-
Forfeited		-			-						-			-		(5,742	)		11.72
Expired		(10,314	)		17.91						(5,466	)		11.90		(10,369	)		17.09
Options outstanding at the end of the year		58,306		$	21.15		1.2	$	-		68,620		$	20.66		74,086		$	20.02
Options exercisable at the end of the year		58,306		$	21.15		1.2	$	-		68,620		$	20.66		74,086		$	20.02

(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 December 31, 2012. The intrinsic value varies based on the changes in the market value in the Company's stock. Because the exercise price exceeded the market value of the options, the average intrinsic value was $0 at December 31, 2012.

Information pertaining to options outstanding at December 31, 2012 is as follows:

		Options outstanding and exercisable
				Weighted		Weighted
				Average		Average
Range of		Number		Exercise		Remaining
exercise prices		Outstanding		Price		Term (yrs)
$	17.00 - $20.00		13,360	$	18.27		0.2
$	21.00 - $23.00		44,946		22.01		1.5
			58,306	$	21.15		1.2

As of December 31, 2012 all outstanding shares are fully vested (exercisable). The ability to grant new options under this plan has expired.

2. Employee Stock Option and Appreciation Right Plan

The Company adopted a Stock Option and Appreciation Right Plan (the "Plan"). The Plan is an incentive program under which Company officers and other key employees may be awarded additional compensation in the form of options to purchase 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 were exercisable at 20% per year beginning one year after the date of grant and must be exercised within ten years of the grant.

A summary of the Plan activity is presented below:

	2012									2011					2010
				Weighted		Weighted		(1)					Weighted					Weighted
				Average		Average		Average					Average					Average
				Exercise		Remaining		Intrinsic					Exercise					Exercise
	Options			Price		Term (yrs)		Value		Options			Price		Options			Price
Options outstanding at beginning of year		335,919		$	21.01		2.6				385,005		$	20.30		401,626		$	20.09
Exercised		-			-						-			-		-			-
Forfeited		(74,569	)		21.42						(18,168	)		21.50		(16,621	)		15.10
Expired		(43,789	)		17.91						(30,918	)		11.90		-			-
Options outstanding at the end of the year		217,561		$	21.50		1.3	$	-		335,919		$	21.01		385,005		$	20.30
Options exercisable at the end of the year		217,561		$	21.50		1.3	$	-		335,919		$	21.01		369,448		$	20.24

Information pertaining to options outstanding at December 31, 2012 is as follows:

		Options outstanding and exercisable
				Weighted		Weighted
				Average		Average
Range of		Number		Exercise		Remaining
exercise prices		Outstanding		Price		Term (yrs)
$	17.00 - $20.00		33,055	$	18.27		0.3
$	21.00 - $23.00		184,506		22.08		1.4
			217,561	$	21.50		1.3

As of December 31, 2012 all outstanding shares are fully vested (exercisable). The ability to grant new options under this plan has expired.

3. Long-Term Incentive Plan

The 2007 Long-Term Incentive Plan was approved by Shareholders at the May 16, 2007 Annual Meeting. The plan consists of both a restricted and an unrestricted stock option plan. All employees and non-employee directors of the Company and its designated subsidiaries are eligible participants. The plan includes one million shares of Class A common stock, subject to customary anti-dilution adjustments, or approximately 9.0% of the total outstanding shares of the Class A common stock.

As of December 31, 2012, 172,390 shares from the unrestricted plan have been granted. The option price is equal to the fair market value at the date of the grant. The employee 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 date. Directors' options are exercisable on the one year anniversary of the date of grant and must be exercised within ten years of the grant date.

A summary of the status of the unrestricted portion of the Plan is presented below:

	2012									2011					2010
				Weighted		Weighted		(1)					Weighted					Weighted
				Average		Average		Average					Average					Average
				Exercise		Remaining		Intrinsic					Exercise					Exercise
	Options			Price		Term (yrs)		Value		Options			Price		Options			Price
Options outstanding at beginning of year		116,440		$	9.73		6.4				121,862		$	9.76		135,312		$	10.19
Granted		-			-						-			-		-			-
Exercised		-			-						-			-		-			-
Forfeited		(30,214	)		11.19						(5,422	)		10.45		(13,450	)		12.33
Expired		-			-						-			-		-			-
Options outstanding at the end of the year		86,226		$	9.22		5.4	$	-		116,440		$	9.73		121,862		$	9.76
Options exercisable at the end of the year		75,706		$	9.88		5.4	$	-		84,332		$	10.73		68,877		$	11.35

Information pertaining to options outstanding at December 31, 2012 is as follows:

		Options outstanding						Options exercisable
				Weighted		Weighted				Weighted
				Average		Average				Average
Range of		Number		Exercise		Remaining		Number		Exercise
exercise prices		Outstanding		Price		Term (yrs)		Outstanding		Price
$	4.50		60,100	$	4.50		5.8		49,580	$	4.50
$	20.08		26,126		20.08		4.6		26,126		20.08
			86,226	$	9.22		5.4		75,706	$	9.88

The following table provides detail for non-vested shares under the Long-Term Incentive Plan as of December 31, 2012:

				Weighted
				Average
	Number			Exercise
	of shares			Price
Non-vested options December 31, 2011		32,108		$	7.10
Granted		-			-
Forfeited		(7,243	)		7.82
Vested		(14,345	)		8.65
Non-vested options December 31, 2012		10,520		$	4.50

There were a total of 10,520 unvested options at December 31, 2012, with a fair value of $25,000 and approximately $22,000 remained to be recognized in expense during 2013.

Under the aforementioned Long-Term Incentive Plan, approved by shareholders in May 2007, the Company is authorized to grant share-based incentive compensation awards for corporate performance to employees. These awards may be granted in form of shares of the Company's common stock, performance-restricted restricted stock.

The vesting of awards is contingent upon meeting certain return on asset and return on equity goals. The awards are not permitted to be transferred during the restricted time period from the date of the award and are subject to forfeiture to the extent that the performance restrictions are not satisfied. Awards are also forfeited if the employee terminates his or her service prior to the end of the restricted time period, unless such termination is in accordance with the Company's mandatory retirement age. Vested awards are converted to shares of the Company's common stock at the end of the restricted time period. The fair market value of each employee based award is estimated based on the fair market value of the Company's common stock on the date of the grant and probable performance goals to be achieved and estimated forfeitures. If such goals are not met then no compensation cost would be recognized and any recognized compensation cost would be reversed. There were no shares of restricted stock outstanding at December 31, 2012.