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Employee Stock Ownership Plan
12 Months Ended
Dec. 31, 2011
Notes to Financial Statements [Abstract]  
Employee Stock Ownership Plan
Employee Stock Ownership Plan

In 1989, the Company expanded its Employee Stock Ownership Plan (ESOP) through the introduction of a leveraged ESOP that funds certain benefits for employees who have met eligibility requirements. The ESOP issued $410 of long-term notes due through July 2009 bearing an average interest rate of 8.7%. The notes, which were guaranteed by the Company, were repaid in July 2009. The ESOP used the proceeds from the notes issuance to purchase 6,315,149 shares of Preference stock from the Company. The Preference stock, each share of which was convertible into eight shares of common stock, had a redemption price of $65 per share and paid semiannual dividends equal to the higher of $2.44 or the current dividend paid on eight common shares for the comparable six-month period. As a result of rules issued by the IRS related to employer stock held in defined contribution plans, the Company issued a notice of redemption with respect to the 2,405,192 shares of Preference stock outstanding on December 29, 2010.  At the direction of the Company’s ESOP trustee, the shares of Preference stock were converted into 19,241,536 shares of common stock.  The common stock for the conversion was issued from treasury shares, see Note 7.  

During 2000, the ESOP entered into a loan agreement with the Company under which the benefits of the ESOP may be extended through 2035.  Advances from the Company of $60 remain outstanding at December 31, 2011.

Dividends on stock held by the ESOP, are paid to the ESOP trust and, together with cash contributions and advances from the Company, are used by the ESOP to repay principal and interest. Stock is allocated to participants based upon the ratio of the current year’s debt service to the sum of total principal and interest payments over the life of the debt. As of December 31, 2011, 10,304,813 common shares were released and allocated to participant accounts and 6,797,192 common shares were available for future allocation to participant accounts.

Dividends on the stock are deductible for income tax purposes and, accordingly, are reflected net of their tax benefit in the Consolidated Statements of Changes in Shareholders’ Equity.

Annual expense related to the leveraged ESOP, determined as interest incurred on the original notes, plus the higher of either principal payments or the historical cost of Preference stock allocated, less dividends received on the shares held by the ESOP and advances from the Company, was $0 in 2011, $6 in 2010 and $22 in 2009. Unearned compensation, which is shown as a reduction in Shareholders’ equity, is the amount of ESOP debt due to the Company.

Interest incurred on the ESOP notes was $0 in 2011 and 2010, and $2 in 2009. The Company paid dividends on the shares held by the ESOP of $42 in 2011, $41 in 2010 and $37 in 2009. Company contributions to the ESOP were $0 in 2011, $6 in 2010 and $22 in 2009.