NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  19. LEGAL AND REGULATORY PROCEEDINGS  During April 2006, the Bancorp was added as a defendant in a  consolidated antitrust class action lawsuit originally filed against  Visa®, MasterCard® and several other major financial institutions  in the United States District Court for the Eastern District of  New York. The plaintiffs, merchants operating commercial  businesses throughout the U.S. and trade associations, claim that  the interchange fees charged by card-issuing banks are unreasonable and seek injunctive relief and unspecified damages.  In addition to being a named defendant, the Bancorp is also  subject to a possible indemnification obligation of Visa as  discussed in Note 18 and has also entered into with Visa,  MasterCard and certain other named defendants judgement and  loss sharing agreements that attempt to allocate financial  responsibility to the parties thereto in the event certain settlements  or judgments occur. Accordingly, prior to the sale of Class B  shares during 2009, the Bancorp had recorded a litigation reserve  of $243 million to account for its potential exposure in this and  related litigation. Additionally, the Bancorp had also recorded its  proportional share of $199 million of the Visa escrow account  funded with proceeds from the Visa IPO along with several  subsequent fundings. Upon the Bancorp’s sale of Visa, Inc. Class  B shares during 2009, and the recognition of the total return swap  that transfers conversion risk of the Class B shares back to the  Bancorp, the Bancorp reversed the remaining net litigation reserve  related to the Bancorp’s exposure through Visa. Additionally, the  Bancorp has remaining reserves related to this litigation of $30  million and $22 million as of December 31, 2010 and 2009,  respectively. Refer to Note 18 for further information regarding  the Bancorp’s net litigation reserve and ownership interest in Visa.  This antitrust litigation is still in the pre-trial phase.  In September 2007, Ronald A. Katz Technology Licensing,  L.P. (Katz) filed a suit in the United States District Court for the  Southern District of Ohio against the Bancorp and its Ohio  banking subsidiary. In the suit, Katz alleges that the Bancorp and  its Ohio bank are infringing on Katz’s patents for interactive call  processing technology by offering certain automated telephone  banking and other services. This lawsuit is one of many related  patent infringement suits brought by Katz in various courts  against numerous other defendants. Katz is seeking unspecified  monetary damages and penalties as well as injunctive relief in the  suit. Management believes there are substantial defenses to these  claims and intends to defend them vigorously. The impact of the  final disposition of this lawsuit cannot be assessed at this time. For the year ended December 31, 2008, five putative  securities class action complaints were filed against the Bancorp  and its Chief Executive Officer, among other parties. The five  cases have been consolidated, and are currently pending in the  United States District Court for the Southern District of Ohio.  The lawsuits allege violations of federal securities laws related to  disclosures made by the Bancorp in press releases and filings with  the SEC regarding its quality and sufficiency of capital, credit  losses and related matters, and seeking unquantified damages on  behalf of putative classes of persons who either purchased the  Bancorp’s securities, or acquired the Bancorp’s securities pursuant  to the acquisition of First Charter Corporation. These cases  The Bancorp maintains written policies and procedures covering  related party transactions to principal shareholders, directors and  executives of the Bancorp. These procedures cover transactions  such as employee-stock purchase loans, personal lines of credit,  residential secured loans, overdrafts, letters of credit and increases  in indebtedness. Such transactions are subject to the Bancorp’s  normal underwriting and approval procedures. Prior to the closing  of a loan to a related party, Compliance Risk Management must  approve and determine whether the transaction requires approval  from or a post notification be sent to the Bancorp’s Board of  Directors. At December 31, 2010 and 2009, certain directors,  executive officers, principal holders of Bancorp common stock,  associates of such persons, and affiliated companies of such  persons were indebted, including undrawn commitments to lend,  to the Bancorp’s banking subsidiary. The following table summarizes the Bancorp’s activities with  The Bancorp and/or its affiliates are or may become  involved from time to time in information-gathering requests,  reviews, investigations and proceedings (both formal and informal) by government and self-regulatory agencies, including  the SEC, regarding their respective businesses. Such matters may  result in material adverse consequences, including without  limitation, adverse judgments, settlements, fines, penalties, injunctions or other actions, amendments and/or restatements of  Fifth Third’s SEC filings and/or financial statements, as applicable, and/or determinations of material weaknesses in our  disclosure controls and procedures. The SEC is investigating and  has made several requests for information, including by subpoena,  concerning issues which Fifth Third understands relate to  accounting and reporting matters involving certain of its commercial loans. This could lead to an enforcement proceeding  by the SEC which, in turn, may result in one or more such  material adverse consequences.  The Bancorp and its subsidiaries are not parties to any other  material litigation. However, there are other litigation matters that  arise in the normal course of business. While it is impossible to  ascertain the ultimate resolution or range of financial liability with  respect to these contingent matters, management believes any  resulting liability from these other actions would not have a  material effect upon the Bancorp’s consolidated financial position,  results of operations or cash flows. On September 16, 2010, Edward P. Zemprelli (Zemprelli)  filed a lawsuit in the Hamilton County, Ohio Court of Common  Pleas. The lawsuit is a purported derivative action brought by a  shareholder of the Bancorp against certain of the Bancorp’s  officers and directors, and which names the Bancorp as a nominal  defendant. In the lawsuit, Zemprelli brings claims for breach of  fiduciary duty, waste of corporate assets, and unjust enrichment  against the defendant officers and directors. The alleged basis for  these claims is that the defendant officers and directors attempted  to disguise from the public the truth about the credit quality of the  Bancorp’s loan portfolio, its capital position, and its need to raise  capital. Zemprelli, on behalf of the Bancorp, is seeking unspecified money damages allegedly sustained by the Bancorp as  a result of the defendants’ conduct, as well as injunctive relief. The  case is in the early stages of litigation. The impact of the final  disposition of this lawsuit cannot be assessed at this time.  remain in the discovery stages of litigation. The impact of the final  disposition of these lawsuits cannot be assessed at this time. In  addition to the foregoing, two cases were filed in the United States  District Court for the Southern District of Ohio against the  Bancorp and certain officers alleging violations of ERISA based  on allegations similar to those set forth in the securities class  action cases filed during the same period of time. The two cases  alleging violations of ERISA were dismissed by the trial court, and  are being appealed to the United States Sixth Circuit Court of  Appeals. 20. RELATED PARTY TRANSACTIONS  104 Fifth Third Bancorp