institutions and their parent companies. Virtually all aspects of  the business of the Bancorp and its subsidiary bank are subject  to specific requirements or restrictions and general regulatory  oversight. The principal objectives of state and federal banking  laws are the maintenance of the safety and soundness of  financial institutions and the federal deposit insurance system  and the protection of consumers or classes of consumers, rather  than the specific protection of shareholders of a bank or the  parent company of a bank, such as the Bancorp. In addition, the  supervision, regulation and examination of the Bancorp and its  subsidiaries by the bank regulatory agencies is not intended for  the protection of the Bancorp’s security holders. To the extent  the following material describes statutory or regulatory provisions, it is qualified in its entirety by reference to the  particular statute or regulation. The Bancorp is subject to regulation and supervision by the  FRB and the Ohio Division of Financial Institutions (the  “Division”). The Bancorp is required to file various reports  with, and is subject to examination by, the FRB and the  Division. The FRB has the authority to issue orders to bank  holding companies to cease and desist from unsound banking  practices and violations of conditions imposed by, or violations  of agreements with, the FRB. The FRB is also empowered to  assess civil money penalties against companies or individuals  who violate the BHCA or orders or regulations there under, to  order termination of non-banking activities of non-banking  subsidiaries of bank holding companies, and to order termination of ownership and control of a non-banking  subsidiary by a bank holding company. Applicable state and  federal law also grant the FRB and the Division the authority to  impose additional requirements and restrictions on the activities  of the Bancorp and its subsidiary bank and, in some situations,  the imposition of such additional requirements and restrictions  will not be publicly available information.  The BHCA requires the prior approval of the FRB, for a  bank holding company to acquire substantially all the assets of  a bank or to acquire direct or indirect ownership or control of  more than 5% of any class of the voting shares of any bank,  bank holding company or savings association, or to increase  any such non-majority ownership or control of any bank, bank  holding company or savings association, or to merge or  consolidate with any bank holding company.  The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 generally authorizes bank holding  companies to acquire banks located in any state, subject to  certain state-imposed age and deposit concentration limits, and  also generally authorizes interstate bank holding company and  bank mergers and to a lesser extent, interstate branching.  The Gramm-Leach-Bliley Act of 1999 (“GLBA”) permits  a qualifying bank holding company to become a financial  holding company (“FHC”) and thereby to engage directly or  indirectly in a broader range of activities than those permitted  for a bank holding company under the BHCA. Permitted  activities for a FHC include securities underwriting and dealing,  insurance underwriting and brokerage, merchant banking and  other activities that are declared by the FRB, in cooperation  with the Treasury Department, to be “financial in nature or  incidental thereto” or are declared by the FRB unilaterally to be  “complementary” to financial activities. In addition, a FHC is  allowed to conduct permissible new financial activities or  acquire permissible non-bank financial companies with after- the-fact notice to the FRB. A bank holding company may elect  to become a FHC if each of its subsidiary banks is well  capitalized, is well managed and has at least a “Satisfactory”  rating under the Community Reinvestment Act (“CRA”). Dodd- As contemplated by the Dodd-Frank Act the FDIC has  revised the framework by which insured depository institutions  with more than $10 billion in assets (“large IDIs”) are assessed  for purposes of payments to the DIF. The final rule  implementing revisions to the assessment system was released  on February 7, 2011, and will take effect for the quarter  beginning April 1, 2011. In 2006, the Federal Deposit Insurance Reform Act of  2005 was signed into law (“FDIRA”). Pursuant to the FDIRA,  the Bank Insurance Fund and Savings Association Fund were  merged to create the Deposit Insurance Fund (the “DIF”). The  FDIC was granted broader authority in adjusting deposit  insurance premium rates and more flexibility in establishing the  designated reserve ratio. The Bancorp’s subsidiary bank is subject to extensive  federal and state regulation and examination by the Division,  the FRB, and the FDIC, which insures the deposits of the  Bancorp’s subsidiary bank to the maximum extent permitted by  law. The federal and state laws and regulations that are  applicable to banks regulate, among other matters, the scope of  their business, their investments, their reserves against deposits,  the timing of the availability of deposited funds, the amount of  loans to individual and related borrowers and the nature,  amount of and collateral for certain loans, and the amount of  interest that may be charged on loans. Various federal and state  consumer laws and regulations also affect the operations of  banks. Under FRB policy, a bank holding company is expected to  act as a source of financial and managerial strength to each of  its subsidiary banks and to commit resources to their support. This support may be required at times when the bank holding  company may not have the resources to provide it. The FRB has authority to prohibit bank holding companies  from paying dividends if such payment is deemed to be an  unsafe or unsound practice. The FRB has indicated generally  that it may be an unsafe or unsound practice for bank holding  companies to pay dividends unless a bank holding company’s  net income is sufficient to fund the dividends and the expected  rate of earnings retention is consistent with the organization’s  capital needs, asset quality and overall financial condition. The  Bancorp depends in part upon dividends received from its  subsidiary bank to fund its activities, including the payment of  dividends and its subsidiary bank is subject to regulatory  limitations on the amount of dividends it may declare and pay.  Unless a bank holding company becomes a FHC under  GLBA, the BHCA also prohibits a bank holding company from  acquiring a direct or indirect interest in or control of more than  5% of any class of the voting shares of a company that is not a  bank or a bank holding company and from engaging directly or  indirectly in activities other than those of banking, managing or  controlling banks or furnishing services to its subsidiary banks,  except that it may engage in and may own shares of companies  engaged in certain activities the FRB has determined to be so  closely related to banking or managing or controlling banks as  to be proper incident thereto.  Frank also extended the well capitalized and well managed  requirement to the bank holding company. In 2000, the  Bancorp elected and qualified for FHC status under the GLBA. To maintain FHC status, a holding company must continue to  meet certain requirements. The failure to meet such requirements could result in restrictions on the activities of the  FHC or loss of FHC status. If restrictions are imposed on the  activities of an FHC, such information may not necessarily be  available to the public.  FifthThirdBancorp131