MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS increase the value of its business. Additionally, actions by  regulatory agencies or significant litigation against the Bancorp  could cause it to devote significant time and resources to  defending itself and may lead to penalties that materially affect the  Bancorp and its shareholders. Future changes in the laws,  including tax laws, or, as a participant in the CPP under the  EESA, the rules and regulations promulgated thereunder or the  American Recovery and Reinvestment Act of 2009, or regulations  or their interpretations or enforcement may also be materially  adverse to the Bancorp and its shareholders or may require the  Bancorp to expend significant time and resources to comply with  such requirements.  On July 21, 2010 the President of the United States signed  into law the Dodd-Frank Act. The Dodd-Frank Act will have  material implications for Fifth Third and the entire financial  services industry. Among other things it will or potentially could:  As the Dodd-Frank Act requires that many studies be conducted  and that hundreds of regulations be written in order to fully  implement it, the full impact of this legislation on Fifth Third, its  business strategies and financial performance cannot be known at  this time, and may not be known for a number of years. However,  these impacts are expected to be substantial and some of them are  likely to adversely affect Fifth Third and its financial performance.  The extent to which Fifth Third can adjust its strategies to offset  such adverse impacts also is not known at this time.  • Result in Fifth Third being subject to enhanced oversight  and scrutiny as a result of being a bank holding company  with $50 billion or more in consolidated assets; • Result in the appointment of the FDIC as receiver of Fifth  Third in an orderly liquidation proceeding, if the Secretary  of the U.S. Treasury, upon recommendation of two-thirds  of the FRB and the FDIC and in consultation with the  President of the United States, finds Fifth Third to be in  default or danger of default;  • Affect the levels of capital and liquidity with which Fifth  Third must operate and how it plans capital and liquidity  levels (including a phased-in elimination of Fifth Third’s  existing trust preferred securities as Tier 1 capital);  • Subject Fifth Third to new and/or higher fees paid to  various regulatory entities, including but not limited to  deposit insurance fees to the FDIC;  • Impact Fifth Third’s ability to invest in certain types of  entities or engage in certain activities;  • Impact a number of Fifth Third’s business and risk  management strategies;  • Restrict the revenue that Fifth Third generates from  certain businesses, including interchange fee revenue  generated by Fifth Third’s credit card business;  • Subject Fifth Third to a new Consumer Financial  Protection Bureau, which will have very broad rule-making  and enforcement authorities; and  • Subject Fifth Third to oversight and regulation by a new  and different litigation and regulatory regime . Fifth Third and other financial institutions have been the  subject of increased litigation which could result in legal  liability and damage to its reputation. 28 Fifth Third Bancorp Fifth Third’s ability to pay or increase dividends on its  common stock or to repurchase its capital stock is restricted.  Fifth Third’s ability to pay dividends or repurchase stock is subject  to regulatory requirements and the need to meet regulatory  expectations. Fifth Third and certain of its directors and officers have been  named from time to time as defendants in various class actions  and other litigation relating to Fifth Third’s business and activities. Past, present and future litigation have included or could include  claims for substantial compensatory and/or punitive damages or  claims for indeterminate amounts of damages. Fifth Third is also  involved from time to time in other reviews, investigations and  proceedings (both formal and informal) by governmental and self- regulatory agencies regarding its business. These matters also  could result in adverse judgments, settlements, fines, penalties,  injunctions or other relief. Like other large financial institutions  and companies, Fifth Third is also subject to risk from potential  employee misconduct, including non-compliance with policies and  improper use or disclosure of confidential information. Substantial legal liability or significant regulatory action against  Fifth Third could materially adversely affect its business, financial  condition or results of operations and/or cause significant  reputational harm to its business. 