Emergency Economic Stabilization  FifthThirdBancorp133 Capital Purchase Program  Supervisory Capital Assessment Program  implemented a privacy policy. The Uniting and Strengthening  America by Providing Appropriate Tools Required to Intercept  and Obstruct Terrorism Act of 2001 (the “Patriot Act”),  designed to deny terrorists and others the ability to obtain  access to the United States financial system, has significant  implications for depository institutions, brokers, dealers and  other businesses involved in the transfer of money. The Patriot  Act, as implemented by various federal regulatory agencies,  requires financial institutions, including the Bancorp and its  subsidiaries, to implement new policies and procedures or  amend existing policies and procedures with respect to, among  other matters, anti-money laundering, compliance, suspicious  activity and currency transaction reporting and due diligence on  customers. The Patriot Act and its underlying regulations also  permit information sharing for counter-terrorist purposes  between federal law enforcement agencies and financial  institutions, as well as among financial institutions, subject to  certain conditions, and require the FRB (and other federal  banking agencies) to evaluate the effectiveness of an applicant  in combating money laundering activities when considering  applications filed under Section 3 of the BHCA or the Bank  Merger Act. The Bancorp’s Board has approved policies and  procedures that are believed to be compliant with the Patriot  Act. Certain mutual fund and unit investment trust custody and  administrative clients are regulated as “investment companies”  as that term is defined under the Investment Company Act of  1940, as amended (the “ICA), and are subject to various  examination and reporting requirements. The provisions of the  ICA and the regulations promulgated there under prescribe the  type of institution that may act as a custodian of investment  company assets, as well as the manner in which a custodian  administers the assets in its custody. As a custodian for a  number of investment company clients, these regulations  require, among other things, that certain minimum aggregate  capital, surplus and undivided profit levels are maintained by  the Bancorp’s subsidiary bank, and also require the Bancorp to  manage and retain certain information about investment  company clients pursuant to specific ICA requirements that are  in addition to the Bancorp’s management and retention  responsibilities under other applicable federal and state laws.  Additionally, our arrangements with clearing agencies or other  securities depositories must meet ICA requirements for segregation of assets, identification of assets and client  approval. New legislation or regulatory requirements could  have a significant impact on the information reporting  requirements applicable to the Bancorp and may in the short  term adversely affect the Bancorp’s ability to service investment company clients at a reasonable cost. The GLBA amended the federal securities laws to  eliminate the blanket exceptions that banks traditionally have  had from the definition of “broker” and “dealer.” The GLBA  also required that there be certain transactional activities that  would not be “brokerage” activities, which banks could effect  without having to register as a broker. In September 2007, the  FRB and SEC approved Regulation R to govern bank securities  activities. Various exemptions permit banks to conduct activities that would otherwise constitute brokerage activities  under the securities laws. Those exemptions include conducting  brokerage activities related to trust, fiduciary and similar  services, certain services and also conducting a de minimis  number of riskless principal transactions, certain asset-backed  transactions and certain securities lending transactions. The  Bancorp only conducts non-exempt brokerage activities through  its affiliated registered broker-dealer.  On February 10, 2009, the U.S. Treasury announced a new  financial stability plan (the “Financial Stability Plan”), which  built upon existing programs and earmarked the second $350  billion of unused funds originally authorized under EESA.  Pursuant to the CAP, the Bancorp, along with the other  domestic bank holding companies with assets of more than  $100 billion at December 31, 2008, was subject to a forward- looking stress test called the Supervisory Capital Assessment  On February 2, 2011 the Bancorp repurchased the Series F  Preferred Stock issued to the Treasury pursuant to TARP. The  Bancorp notified the U.S. Treasury on February 17, 2011, of its  intention to negotiate for the purchase of the warrants issued to  the U.S. Treasury.  In the Purchase Agreement, the Bancorp agreed that, until  such time as Treasury ceases to own any debt or equity  securities of the Bancorp acquired pursuant to the Purchase  Agreement, the Bancorp would take all necessary action to  ensure that its benefit plans with respect to its senior executive  officers comply with Section 111(b) of EESA as implemented  by any guidance or regulation under the EESA that had been  issued and was in effect as of the date of issuance of the Series  F Preferred Stock and the Warrant, and agreed to not adopt any  benefit plans with respect to, or which covers, its senior  executive officers that do not comply with the EESA. On December 31, 2008, the Bancorp entered into a Letter  Agreement (including the Securities Purchase Agreement— Standard Terms incorporated by reference therein, the “Purchase Agreement) with Treasury pursuant to which the  Company issued and sold to Treasury for an aggregate purchase  price of approximately $3.4 billion in cash: (i) 136,320 shares  of the Company’s Fixed Rate Cumulative Perpetual Preferred  Stock, Series F, having a liquidation preference of $25,000 per  share (the “Series F Preferred Stock), and (ii) a ten-year warrant  to purchase up to 43,617,747 shares of the Company’s common  stock, no par value per share, at an initial exercise price of  $11.72 per share. In connection with the issuance of the senior preferred,  participating institutions were required to issue to Treasury  immediately exercisable 10-year warrants to purchase common  stock with an aggregate market price equal to 15% of the  amount of senior preferred. Pursuant to its authority under EESA, Treasury created the  TARP Capital Purchase Program (“CPP”) under which the  Treasury Department was authorized to invest up to $250  billion in senior preferred stock of U.S. banks and savings  associations or their holding companies. Qualifying financial  institutions could issue senior preferred stock with a value equal  to not less than 1% of risk-weighted assets and not more than  the lesser of $25 billion or 3% of risk-weighted assets. On October 3, 2008, in response to the stresses experienced in  the financial markets, the Emergency Economic Stabilization  Act (“EESA”) was enacted. EESA authorizes the Secretary of  the Treasury to purchase up to $700 billion in troubled assets  from financial institutions under the Troubled Asset Relief  Program or TARP. Troubled assets include residential or  commercial mortgages and related instruments originated prior  to March 14, 2008 and any other financial instrument that the  Secretary determines, after consultation with the Chairman of  the Board of Governors of the Federal Reserve System, the  purchase of which is necessary to promote financial stability. 