(5)	STOCK-BASED COMPENSATION PLANS

Employee Stock Option Plan

In 2004, a new Employee Stock Option Plan was approved by shareholders, replacing the prior plan. The Company may grant options for up to 18,000,000 shares under its new Employee Stock Option Plan. The Company has granted options on 11,371,704 shares (net of shares from cancelled/expired options) under the new plan through December 31, 2011. Under the plans, the option exercise price equals the stocks market price on date of grant. The options vest after one to five years, and expire after three to seven years.

The fair value of each option grant in the Employee Stock Option Plan was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the indicated periods:

		September 30,			September 30,			September 30,
	2011			2010			2009
Dividend yield		2.7	%		2.7	%		2.6	%
Expected volatility		41.6	%		41.0	%		39.2	%
Risk-free interest rate		1.4	%		2.0	%		2.3	%
Expected term of options (in years)		4.2			4.3			4.4
Weighted-average grant-date fair value	$	8		$	6		$	4

The Company determined that all employee groups exhibit similar exercise and post-vesting termination behavior to determine the expected term.

As of December 31, 2011, there was $21,155,605 of unrecognized compensation cost related to share-based payments which is expected to be recognized over the remaining vesting periods, with a weighted-average period of 2.2 years.

A summary of the status of the Companys employee stock option plan at December 31, 2011, 2010 and 2009, and changes during the same periods are presented in the tables and narrative below:

		September 30,			September 30,	September 30,		September 30,
	2011
	Shares (000)			Wtd. Avg. Ex. Price		Wtd. Avg. Remaining Contract Life	Aggregate Intrinsic Value (000)
Outstanding at Beginning of Year		6,805		$	17
Granted		2,462			29
Exercised		(1,497	)		16		$	20,659
Forfeited		(215	)		19


Outstanding at End of Year		7,555			21	3.5 Yrs	$	66,295

Exercisable at End of Year		2,024		$	17	2.3 Yrs	$	26,218

		September 30,			September 30,	September 30,		September 30,
	2010
	Shares (000)			Wtd. Avg. Ex. Price		Wtd. Avg. Remaining Contract Life	Aggregate Intrinsic Value (000)
Outstanding at Beginning of Year		8,419		$	16
Granted		2,197			21
Exercised		(3,564	)		17		$	20,706
Forfeited		(247	)		16


Outstanding at End of Year		6,805			17	3.5 Yrs	$	85,374

Exercisable at End of Year		1,767		$	16	2.3 Yrs	$	23,810

		September 30,			September 30,	September 30,		September 30,
	2009
	Shares (000)			Wtd. Avg. Ex. Price		Wtd. Avg. Remaining Contract Life	Aggregate Intrinsic Value (000)
Outstanding at Beginning of Year		9,392		$	17
Granted		1,990			13
Exercised		(432	)		16		$	921
Forfeited		(2,531	)		18


Outstanding at End of Year		8,419			16	3.1 Yrs	$	21,024

Exercisable at End of Year		3,757		$	17	1.9 Yrs	$	5,076

A summary of the status of the Companys non-vested employee stock option activity for the years ended December 31, 2011, 2010, and 2009, are presented in the table and narrative below:

		September 30,			September 30,		September 30,			September 30,		September 30,			September 30,
	2011					2010					2009
	Shares (000)			Wtd. Avg Grant Date Fair Value		Shares (000)			Wtd. Avg Grant Date Fair Value		Shares (000)			Wtd. Avg Grant Date Fair Value
Nonvested stock options at Beginning of Year		5,038		$	5		4,662		$	4		4,622		$	4
Granted		2,462			8		2,197			6		1,990			4
Vested		(1,766	)		5		(1,642	)		4		(1,529	)		4
Forfeited		(204	)		5		(179	)		4		(421	)		4

Nonvested stock options at End of Year		5,530		$	6		5,038		$	5		4,662		$	4

Non-employee Director Stock Option Plan

The Company has a Non-employee Director Stock Option Plan covering 1,000,000 shares that was shareholder approved, replacing a prior plan. The Company has granted options on 549,240 shares (net of shares from cancelled options) under the current plan through December 31, 2011. Under the plan, the option exercise price equals the stocks market price on date of grant. The options vest after six months, and expire after ten years.

The fair value of each option grant in the Non-employee Director Stock Option Plans was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the indicated periods:

		September 30,			September 30,			September 30,
	2011			2010			2009
Dividend yield		2.7	%		2.7	%		2.6	%
Expected volatility		40.5	%		40.8	%		38.3	%
Risk-free interest rate		3.2	%		3.5	%		2.9	%
Expected term of options (in years)		6.5			8.1			8.7
Weighted-average grant-date fair value	$	11		$	8		$	4

As of December 31, 2011, there was no unrecognized compensation cost related to share-based payments under this plan.

A summary of the status of the Companys Non-employee Director Stock Option Plan at December 31, 2011, 2010, and 2009, and changes during the same periods are presented in the tables and narrative below:

		September 30,			September 30,	September 30,		September 30,
	2011
	Shares (000)			Wtd. Avg. Ex. Price		Wtd. Avg. Remaining Contract Life	Aggregate Intrinsic Value (000)
Outstanding at Beginning of Year		244		$	18
Granted		42			32
Exercised		(94	)		17		$	1,362
Forfeited		(	)


Outstanding at End of Year		192			21	6.8 Yrs	$	1,740

Exercisable at End of Year		192		$	21	6.8 Yrs	$	1,740

		September 30,			September 30,	September 30,		September 30,
	2010
	Shares (000)			Wtd. Avg. Ex. Price		Wtd. Avg. Remaining Contract Life	Aggregate Intrinsic Value (000)
Outstanding at Beginning of Year		429		$	16
Granted		48			21
Exercised		(233	)		16		$	1,932
Forfeited		(	)


Outstanding at End of Year		244			18	6.1 Yrs	$	2,937

Exercisable at End of Year		244		$	18	6.1 Yrs	$	2,937

		September 30,			September 30,	September 30,		September 30,
	2009
	Shares (000)			Wtd. Avg. Ex. Price		Wtd. Avg. Remaining Contract Life	Aggregate Intrinsic Value (000)
Outstanding at Beginning of Year		391		$	17
Granted		48			11
Exercised		(	)				$	0
Forfeited		(10	)		14


Outstanding at End of Year		429			16	5.5 Yrs	$	756

Exercisable at End of Year		429		$	16	5.5 Yrs	$	756

A summary of the status of the Companys non-vested Non-employee Director Stock Option Plan activity for the years ended December 31, 2011, 2010, and 2009, are presented in the table and narrative below:

		September 30,			September 30,		September 30,			September 30,		September 30,			September 30,
	2011					2010					2009
	Shares (000)			Wtd. Avg Grant Date Fair Value		Shares (000)			Wtd. Avg Grant Date Fair Value		Shares (000)			Wtd. Avg Grant Date Fair Value
Nonvested stock options at Beginning of Year		0		$	0		0		$	0		0		$	0
Granted		42			11		48			8		48			4
Vested		(42	)		11		(48	)		8		(48	)		4
Forfeited		0			0		0			0		0			0

Nonvested stock options at End of Year		0		$	0		0		$	0		0		$	0

Employee Stock Purchase Plan

In 2003, a new Employee Stock Purchase Plan covering 1,200,000 shares was approved by the shareholders, replacing a prior plan. The Company has sold to employees 68,630 shares, 81,249 shares and 121,346 shares under the new plan in 2011, 2010, and 2009, respectively, and has sold a total of 964,928 shares under the new plan through December 31, 2011. The Company sells shares at 85% of the stocks market price at date of purchase. The weighted average fair value of shares sold in 2011 was approximately $24.17.

Restricted Stock Plan

In 2008, an amendment to the Companys Second Restricted Stock Plan was approved by shareholders. The Plan amendment increased the maximum number of shares that may be subject to awards to 2,000,000 shares and to extend the Plans termination date to February 21, 2018. The purpose of this plan is to permit grants of shares, subject to restrictions, to key employees of the Company as a means of retaining and rewarding them for long-term performance and to increase their ownership in the Company. Shares awarded under the plan entitle the shareholder to all rights of common stock ownership except that the shares may not be sold, transferred, pledged, exchanged or otherwise disposed of during the restriction period. The restriction period is determined by a committee, appointed by the Board of Directors, but may not exceed ten years. The Company has 590,920 shares outstanding under the plan as of December 31, 2011. During 2011, 2010, and 2009, 140,900, 117,050 and 186,080 shares, respectively, were granted with a restriction period of five years at market prices ranging from $24.96 to $30.25 in 2011, $17.98 to $29.46 in 2010, and $9.96 to $18.03 in 2009, and has unearned stock-based compensation of $7,102,402 associated with these restricted stock grants. The unearned stock-based compensation related to these grants is being amortized to compensation expense over the applicable restriction periods. Amortization expense of restricted stock for 2011 was $2,039,377.