MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Capital Ratios  Dividend Policy and Stock Repurchase Program  TABLE 48: SHARE REPURCHASES  well-capitalized minimums as defined by the Board of Governors  of the Federal Reserve System in the “Capital Adequacy  Guidelines for Bank Holding Companies,” and any other  regulatory requirements. The Bancorp’s Tier I common equity  ratio was 7.50% as of December 31, 2010.  The Federal Reserve Board established quantitative measures that  assign risk weightings to assets and off-balance sheet items and  also define and set minimum regulatory capital requirements (risk- based capital ratios). Additionally, the guidelines define “well- capitalized” ratios for Tier I and total risk-based capital as 6% and  10%, respectively. The Bancorp exceeded these “well-capitalized”  ratios for all periods presented. Additionally, although the assessed  companies under SCAP were only required to demonstrate that  they met the 4% Tier I common equity ratio requirement for the  period evaluated in the SCAP, it is reasonable to assume the  supervisory agencies expect the 19 large bank holding companies  assessed under the SCAP stress tests to maintain their Tier I  common equity ratio above 4%, although no formal requirement  exists. The Bancorp’s common stock dividend policy and stock  repurchase program reflect its earnings outlook, desired payout  ratios, the need to maintain adequate capital levels, alternative  investment opportunities and the need to comply with safe and  sound banking practices as well as meet regulatory expectations.  In each of the years ended December 31, 2010 and 2009, the  Bancorp paid dividends per common share of $0.04. The Bancorp issued $3.4 billion in senior preferred stock  (Series F) and related warrants to the U.S. Treasury as part of the  CPP. Upon issuance, the Bancorp agreed to limit dividends to  common stock holders to the quarterly dividend rate paid prior to  October 14, 2008, which was $0.15. This restriction was in effect  until the earlier of December 31, 2011 or the date upon which the  Series F senior preferred shares were redeemed in whole or  transferred to an unaffiliated third party. On February 2, 2011, the  Bancorp repurchased all $3.4 billion of its Series F Preferred Stock  held by the U.S. Treasury.  On November 17, 2010, the Federal Reserve issued a revised  temporary addendum to Supervision and Regulation letter 09-4,  "Dividend Increases and Other Capital Distributions for the 19  Supervisory Capital Assessment Program Firms." This letter  requires the 19 financial institutions including the Bancorp, to  undergo a review of their capital planning processes and plans  regarding capital redistribution and absorption activity. As part of  this review, the Bancorp was required to submit a comprehensive  capital plan by January 7, 2011, that demonstrated its ability to  withstand losses under “adverse” economic conditions over the  next two years. The Bancorp submitted all of its documents  according to the regulatory timeline. The results of this assessment  process are not expected to be made public.  The Bancorp’s repurchase of common stock is shown in  Table 48. The Bancorp’s Board of Directors had previously  authorized management to purchase 30 million shares of the  Bancorp’s common stock through the open market or in any  private transaction. The authorization does not include specific  price targets or an expiration date. Under the agreement with the  U.S. Treasury, as part of the CPP, the Bancorp is restricted in its  repurchases of its common stock. This restriction was in effect  until the earlier of December 31, 2011 or the date upon which the  Series F senior preferred shares were redeemed in whole or  transferred to an unaffiliated third party. On February 2, 2011, the  Bancorp repurchased all $3.4 billion of its Series F Preferred Stock  held by the U.S. Treasury.  Current provisions of the recently enacted Dodd-Frank Act  will phase out the inclusion of certain trust preferred securities as  a component of Tier I capital beginning January 1, 2013. At  December 31, 2010, the Bancorp’s Tier I capital included $2.8  billion of trust preferred securities representing approximately 276  bp of risk-weighted assets.  The Bancorp manages the adequacy of its capital, including  Tier I common equity, by conducting ongoing internal stress tests  and ensuring the results are properly considered in capital  planning. It is the intent of the Bancorp’s capital planning process  to ensure that the Bancorp’s capital positions remain in excess of  (a) Excludes  333,808 , 265,802 and 63,270 shares repurchased during  2010 , 2009 and 2008, respectively, in connection with various employee compensation plans. These repurchases are not  included in the calculation for average price paid and do not count against the maximum number of shares that may yet be repurchased under the Board of Directors’ authorization.  For the years ended December 31  2010  2009  2008  Shares authorized for repurchase at January 1  19,201,518 19,201,518 19,201,518 Additional authorizations  - -  - Shares repurchases (a)  Shares authorized for repurchase at December 31  19,201,518 19,201,518 19,201,518 Average price paid per share N/A N/A N/A 62 Fifth Third Bancorp