Note 10
Employee Benefit Plans

Defined Benefit Plan
The Company has a noncontributory defined-benefit pension plan (the "Plan"), which covers most of its employees. The Company accrues and makes contributions designed to fund normal service costs on a current basis using the projected unit credit with service proration method to amortize prior service costs arising from improvements in pension benefits and qualifying service prior to the establishment of the plan over a period of approximately 30 years.

A summary of the activity in the Plan's projected benefit obligation, assets, funded status and amounts recognized in the Company's consolidated balance sheets is as follows:

(In thousands)	2013			2012
Projected benefit obligation:
Balance, January 1	$	67,087		$	53,972
Service cost		3,452			2,799
Interest cost		2,819			2,570
Actuarial (gain) loss		(8,496	)		9,063
Benefits paid		(1,423	)		(1,317	)
Balance, December 31	$	63,439		$	67,087
Plan assets:
Fair value, January 1	$	61,384		$	53,895
Actual return		9,166			6,556
Employer contribution		1,500			2,250
Benefits paid		(1,423	)		(1,317	)
Fair value, December 31	$	70,627		$	61,384
Funded status:
Accrued pension asset (liability)	$	7,188		$	(5,703	)

The following represent the major assumptions used to determine the projected benefit obligation of the Plan. For 2013, 2012 and 2011, the Plan's expected benefit cash flows were discounted using the Citibank Above Median Curve.

	2013		2012		2011
Weighted average discount rate	5.00	%	4.25	%	4.75	%
Rate of increase in compensation levels	3.75	%	3.75	%	4.00	%

The accumulated benefit obligation was $52,187,000 and $54,094,000 as of December 31, 2013 and 2012, respectively. The Company expects to contribute approximately $2,000,000 to the Plan in 2014. The following pension benefit payments, which reflect expected future service, as appropriate, are expected to be paid by the Plan:

	Amount
2014	$	1,583,000
2015		1,706,000
2016		1,909,000
2017		2,113,000
2018		2,524,000
2019-2023		16,411,000

The Plan's pension cost included the following components:

	For the Year Ended
	December 31,
(In thousands)	2013			2012			2011
Service cost - benefits earned during the year	$	3,452		$	2,799		$	2,073
Interest cost on projected benefit obligations		2,819			2,570			2,423
Expected return on plan assets		(4,469	)		(3,967	)		(3,314	)
Net amortization and deferral		1,729			1,473			603
Net periodic pension cost	$	3,531		$	2,875		$	1,785

The following represent the major assumptions used to determine the net pension cost of the Plan:

	2013		2012		2011
Weighted average discount rate	4.25	%	4.75	%	5.75	%
Rate of increase in compensation levels	3.75	%	4.00	%	4.00	%
Expected long-term rate of return on assets	7.25	%	7.25	%	7.25	%

The investment objective for the Plan is to maximize total return with a tolerance for average risk. Asset allocation is a balance between fixed income and equity investments, with a target allocation of approximately 50% fixed income, 34% U.S. equity and 16% non-U.S. equity. Due to volatility in the market, this target allocation is not always desirable and asset allocations can fluctuate between acceptable ranges. The fixed income component is invested in pooled investment grade securities. The equity components are invested in pooled large cap, small/mid cap and non-U.S. stocks. The assumed long-term rate of return on assets is 7.00%. The expected one year nominal returns and annual standard deviations are shown by asset class below:

	% of Total		One-Year Nominal		Annual Standard
Asset Class	Portfolio		Return		Deviation
Core Fixed Income	50	%	4.59	%	6.45	%
Large Cap U.S. Equities	27	%	8.06	%	17.80	%
Small Cap U.S. Equities	7	%	9.82	%	26.20	%
International (Developed)	15	%	8.21	%	20.40	%
International (Emerging)	1	%	11.13	%	31.15	%

Applying appropriate correlation factors between each of the asset classes and based on a distribution of geometric returns over a 30-year period, a reasonable range of returns is expected to be 4.77% to 7.27%. The 7.00% assumption falls within the expected range.

A summary of the fair value measurements by type of asset is as follows:

	Fair Value Measurements as of December 31,
	2013						2012
			Quoted Prices						Quoted Prices
			in Active						in Active
			Markets for		Significant				Markets for		Significant
			Identical		Observable				Identical		Observable
			Assets		Inputs				Assets		Inputs
(In thousands)	Total		(Level 1)		(Level 2)		Total		(Level 1)		(Level 2)
Cash	$	245	$	245	$	-	$	238	$	238	$	-
Equity securities
U.S. Large Cap Growth		6,650		-		6,650		5,193		-		5,193
U.S. Large Cap Value		6,835		-		6,835		5,317		-		5,317
U.S. Small/Mid Cap Growth		2,825		-		2,825		2,159		-		2,159
U.S. Small/Mid Cap Value		2,784		-		2,784		2,167		-		2,167
Non-U.S. Core		10,840		-		10,840		9,478		-		9,478
U.S. Large Cap Passive		6,929		-		6,929		6,004		-		6,004
Emerging Markets		711		-		711		732		-		732
Fixed Income
U.S. Core		22,720		-		22,720		22,189		-		22,189
U.S. Passive		8,747		-		8,747		7,907		-		7,907
Opportunistic		1,341		-		1,341		-		-		-
Total	$	70,627	$	245	$	70,382	$	61,384	$	238	$	61,146

Supplemental Executive Retirement Plan
The Company also has an unfunded supplemental executive retirement plan ("SERP") which covers key executives of the Company. The SERP is a noncontributory plan in which the Company's subsidiaries make accruals designed to fund normal service costs on a current basis using the same method and criteria as the Plan.

A summary of the activity in the SERP's projected benefit obligation, funded status and amounts recognized in the Company's consolidated balance sheets is as follows:

	December 31,
(In thousands)	2013			2012
Benefit obligation:
Balance, January 1	$	8,482		$	7,434
Service cost		144			115
Interest cost		335			307
Benefits paid		(236	)		(236	)
Actuarial (gain) loss		(677	)		862
Balance, December 31	$	8,048		$	8,482

The following represent the major assumptions used to determine the projected benefit obligation of the SERP. For 2013, 2012 and 2011, the SERP's expected benefit cash flows were discounted using the Citigroup Above Median Curve.

	2013		2012		2011
Weighted average discount rate	4.75	%	4.00	%	4.50	%
Rate of increase in compensation levels	3.75	%	3.75	%	4.00	%

The accumulated benefit obligation was $5,917,000 and $6,200,000 as of December 31, 2013 and 2012, respectively. Since this is an unfunded plan there are no plan assets. Benefits paid were $236,000 in 2013, $236,000 in 2012 and $236,000 in 2011. Expected future benefits payable by the Company over the next 10 years are as follows:

	Amount
2014	$	236,000
2015		235,000
2016		245,000
2017		260,000
2018		340,000
2019-2023		2,564,000

The SERP's pension cost included the following components:

	For the Year Ended December 31,
(In thousands)	2013		2012		2011
Service cost - benefits earned during the year	$	144	$	115	$	89
Interest cost on projected benefit obligations		335		307		295
Net amortization and deferral		551		360		250
Net periodic pension cost	$	1,030	$	782	$	634

The pre-tax amounts in accumulated other comprehensive loss as of December 31, were as follows:

	The Plan				SERP
(In thousands)	2013		2012		2013		2012
Prior service cost	$	8	$	16	$	-	$	-
Net actuarial loss		11,471		26,385		3,075		4,304
Total	$	11,479	$	26,401	$	3,075	$	4,304

The estimated pre-tax prior service cost and net actuarial loss in accumulated other comprehensive loss at December 31, 2013 expected to be recognized as components of net periodic benefit cost in 2014 for the Plan are $3,073,000 and $386,000, respectively. The estimated pre-tax prior service cost and net actuarial loss in accumulated other comprehensive loss at December 31, 2013 expected to be recognized as components of net periodic benefit cost in 2014 for the SERP are $136,000 and $431,000 respectively.

The Company also maintains a noncontributory profit sharing program, which covers most of its employees. Employer contributions are calculated based upon formulas which relate to current operating results and other factors. Profit sharing expense recognized in the consolidated statements of income in 2013, 2012 and 2011 was $5,065,000, $5,213,000, and $5,270,000, respectively.

The Company also sponsors a defined contribution 401(k) plan to provide additional retirement benefits to substantially all employees. Contributions under the 401(k) plan for 2013, 2012 and 2011 were $591,000, $537,000, and $497,000, respectively.