Program (the “SCAP”). The SCAP exam evaluated the  projected level and quality of each institution’s capital during  specified economic scenarios through the end of 2010, which  included a baseline scenario, reflecting a consensus estimate of  private-sector forecasters, and a more adverse scenario,  reflecting an economic situation more severe than is generally  anticipated. On May 7, 2009, the Bancorp announced its SCAP results.  The results of the SCAP assessment indicated that the  Bancorp’s Tier 1 Capital and Total Risk-Based Capital ratios  were expected to continue to exceed the levels required to  maintain a “well-capitalized” status under the more adverse  scenario as defined by the assessment. As a result, the Bancorp  was not required to raise additional overall capital. The SCAP  results did indicate that the Bancorp’s Tier 1 common equity  would be required to be augmented to maintain a capital buffer  above the newly required four percent threshold of the Tier 1  common equity ratio under the more adverse scenario of the  assessment. The total amount required, prior to considering  activities by the Bancorp since the end of the fourth quarter of  2008, was $2.6 billion. After considering such activities,  including the sale of the Bancorp’s processing business, the  indicated additional net Tier 1 common equity required was  $1.1 billion. During the second quarter of 2009, in order to raise  additional capital to augment Tier 1 common equity, the  Bancorp completed a $1 billion common stock offering and an  exchange of a portion of its Series G preferred stock. As a result  of the common stock offering, the exchange of the preferred  stock, and the sale of its processing business, the Bancorp  exceeded its Tier 1 common equity requirement under the  SCAP assessment by approximately $650 million. Additionally,  in July of 2009, the Bancorp sold its Visa, Inc. Class B common  shares resulting in an additional net $206 million benefit to  equity.  On July 21, 2010 President Obama signed into law the Dodd- Frank Act. The Dodd-Frank Act is aimed, in part, at  accountability and transparency in the financial system and  includes a numerous provisions that apply to and/or could  impact the Bancorp and its subsidiary bank. Some of the  provisions of the Dodd-Frank Act are set forth below.  The Dodd-Frank Act creates the Financial Stability Oversight  Council, which is chaired by the Secretary of the Treasury and  composed of expertise from various financial services regulators. The Financial Stability Oversight Council has  responsibility for identifying risks and responding to emerging  threats to financial stability. The Dodd-Frank Act provides for a say on pay for shareholders  of all public companies. Under the Dodd-Frank Act, each  company must give its shareholders the opportunity to vote on  the compensation of its executives at least once every three  years. The Dodd-Frank Act also adds disclosure and voting  requirements for golden parachute compensation that is payable  to named executive officers in connection with sale transactions. The Dodd-Frank Act requires the SEC to issue rules  directing the stock exchanges to prohibit listing classes of  equity securities if a company’s compensation committee  members are not independent. The Dodd-Frank Act also  provides that a company’s compensation committee may only  select a compensation consultant, legal counsel or other advisor  The Dodd-Frank Act creates a new Bureau of Consumer  Financial Protection, which will be housed within the Federal  Reserve System but which will be independent. The Bureau of  Consumer Financial Protection will have the authority to  implement regulations pursuant to numerous consumer protection laws and will have supervisory authority, including  the power to conduct examination and take enforcement  actions, with respect to depository institutions with more than  $10 billion in consolidated assets. The Bureau of Consumer  Financial Protection will also have new authority, among other  Additionally, the Dodd-Frank Act includes a number of  provisions that are targeted at improving the reliability of credit  ratings. The SEC has been charged with adopting various rules  in this regard.  The Dodd-Frank Act requires stock exchanges to have  rules prohibiting their members from voting securities that they  do not beneficially own (unless they have received voting  instructions from the beneficial owner) with respect to the  election of a member of the board of directors (other than an  uncontested election of directors of an investment company  registered under the Investment Company Act of 1940),  executive compensation or any other significant matter, as  determined by the SEC by rule.  The Dodd-Frank Act clarifies that the SEC may, but is not  required to promulgate rules that would require that a  company’s proxy materials include a nominee for the board of  directors submitted by a shareholder.  The Dodd-Frank Act requires the SEC, by rule, to require  that each company disclose in the proxy materials for its annual  meetings whether an employee or board member is permitted to  purchase financial instruments designed to hedge or offset  decreases in the market value of equity securities granted as  compensation or otherwise held by the employee or board  member.  The Dodd-Frank Act provides that the SEC must issue  rules directing the stock exchanges to prohibit listing any  security of a company unless the company develops and  implements a policy providing for disclosure of the policy of  the company on incentive-based compensation that is based on  financial information required to be reported under the  securities laws and that, in the event the company is required to  prepare an accounting restatement due to the material noncompliance of the company with any financial reporting  requirement under the securities laws, the company will recover  from any current or former executive officer of the company  who received incentive-based compensation during the three- years period preceding the date on which the company is  required to prepare the restatement based on the erroneous data,  any exceptional compensation above what would have been  paid under the restatement. The SEC is required under the Dodd-Frank Act to issue  rules obligating companies to disclose in proxy materials for  annual meetings of shareholders information that shows the  relationship between executive compensation actually paid to  their named executive officers and their financial performance,  taking into account any change in the value of the shares of a  company’s stock and dividends or distributions. after taking into consideration factors to be identified by the  SEC that affect the independence of a compensation consultant,  legal counsel or other advisor.  Consumer Issues  Corporate Governance  Regulatory Reform Financial Stability Oversight Council  Executive Compensation  134 Fifth Third Bancorp