The Bancorp has historically emphasized employee stock ownership. The following table provides detail of the number of shares to be issued upon exercise of outstanding stock-based awards and remaining shares available for future issuance under all of the Bancorp's equity compensation plans as of December 31, 2011:

Plan Category (shares in thousands)		Number of Shares to be Issued Upon Exercise	Weighted-Average Exercise Price	Shares Available for Future Issuance
Equity compensation plans approved by shareholders				34,283	(a)
	SARs	(b)	(b)		(a)
	Restricted stock	4,764	N/A		(a)
	Stock options (c)	6,562	$59.73		(a)
	Phantom stock units	(d)	N/A	N/A
	Performance units	(e)	N/A		(a)
	Employee stock purchase plan			9,548	(f)
Total Shares		11,326		43,831

Stock-based awards are eligible for issuance under the Bancorp's Incentive Compensation Plan to key employees and directors of the Bancorp and its subsidiaries. The Incentive Compensation Plan was approved by shareholders on April 19, 2011, which authorizes the issuance of up to 39 million shares plus up to 4.5 million shares under the Predecessor Plan for Full Value Awards as equity compensation and provides for incentive and nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units, and performance share and restricted stock awards. Full Value Awards are defined as awards with no cash outlay for the employee to obtain the full value. Based on total stock-based awards outstanding (including stock options, stock appreciation rights, restricted stock and performance units) and shares remaining for future grants under the 2011 Incentive Compensation Plan, the Bancorp's total overhang is nine percent. The overhang measurement represents the potential dilution to which the Bancorp's shareholders of common stock are exposed due to the potential that stock-based compensation will be awarded to executives, directors or key employees of the Bancorp. SARs, restricted stock, stock options and performance units outstanding represent six percent of the Bancorp's issued shares at December 31, 2011.

All of the Bancorp's stock-based awards are to be settled with stock with the exception of phantom stock units and a portion of the performance units that are to be settled in cash. The Bancorp has historically used treasury stock to settle stock-based awards, when available. SARs, issued at fair value based on the closing price of the Bancorp's common stock on the date of grant, have up to ten-year terms and vest and become exercisable either ratably or fully over a four year period of continued employment. The Bancorp does not grant discounted SARs or stock options, re-price previously granted SARs or stock options, or grant reload stock options. Restricted stock grants vest after four years, or ratably over three or four years or ratably after three years of continued employment and include dividend and voting rights. Stock options were previously issued at fair value based on the closing price of the Bancorp's common stock on the date of grant, had up to ten-year terms and vested and became fully exercisable ratably over a three or four year period of continued employment. Performance unit awards have three-year cliff vesting terms with performance or market conditions as defined by the plan.

Stock-based compensation expense was $59 million, $64 million and $51 million for the years ended December 31, 2011, 2010 and 2009, respectively, and is included in salaries, wages, and incentives in the Consolidated Statements of Income. The total related income tax benefit recognized was $21 million for 2011 and $18 million for the years ended December 31, 2010 and 2009, respectively.

The Bancorp uses assumptions, which are evaluated and revised as necessary, in estimating the grant-date fair value of each SAR grant. The weighted-average assumptions were as follows for the years ended:

	2011	2010	2009
Expected life (in years)	6	6	6
Expected volatility	35%	38%	73%
Expected dividend yield	2.0%	2.0%	1.3%
Risk-free interest rate	2.6%	3.1%	2.2%

The expected life is derived from historical exercise patterns and represents the amount of time that options granted are expected to be outstanding. The expected volatility is based on a combination of historical and implied volatilities of the Bancorp's common stock. The expected dividend yield is based on annual dividends divided by the Bancorp's stock price. Annual dividends are based on projected dividends, estimated using a historical long-term dividend payout ratio, over the estimated life of the awards. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The grant-date fair value of SARs is measured using the Black-Scholes option-pricing model. The weighted-average grant-date fair value of SARs granted was $4.29, $5.10 and $2.41 per share for the years ended 2011, 2010 and 2009, respectively. The total grant-date fair value of SARs that vested during 2011, 2010 and 2009 was $20 million, $25 million, and $26 million, respectively.

At December 31, 2011, there was $47 million of stock-based compensation expense related to nonvested SARs not yet recognized. The expense is expected to be recognized over a remaining weighted-average period of approximately 2.7 years.

	2011			2010			2009
			Weighted-			Weighted-			Weighted-
			Average			Average			Average
SARs (shares in thousands)	Shares		Grant Price	Shares		Grant Price	Shares		Grant Price
Outstanding at January 1	31,152	$	24.67	28,571	$	26.82	22,508	$	35.43
Granted	8,633		13.36	5,310		14.74	8,398		4.05
Exercised	(521)		3.96	(319)		3.96	-		-
Forfeited or expired	(2,762)		25.76	(2,410)		30.87	(2,335)		27.93
Outstanding at December 31	36,502	$	22.20	31,152	$	24.67	28,571	$	26.82
Exercisable at December 31	20,070	$	30.29	16,347	$	34.94	12,254	$	40.38

The following table summarizes outstanding and exercisable SARs by grant price at December 31, 2011:

	Outstanding SARs				Exercisable SARs
				Weighted-				Weighted-
				Average				Average
	Number of			Remaining	Number of			Remaining
	SARs at		Weighted-	Contractual	SARs at		Weighted-	Contractual
	Year End		Average	Life	Year End		Average	Life
Grant price per share	(000s)		Grant Price	(in years)	(000s)		Grant Price	(in years)
Under $10.00	6,293	$	4.04	7.3	2,845	$	3.96	7.3
$10.01-$20.00	17,845		15.37	8.2	4,978		18.18	6.8
$20.01-$30.00	39		22.85	6.3	22		22.42	6.3
$30.01-$40.00	8,118		38.73	4.4	8,118		38.73	4.4
Over $40.00	4,207		46.41	3.1	4,107		46.57	3.1
All SARs	36,502	$	22.20	6.6	20,070	$	30.29	5.1

The total grant-date fair value of RSAs that vested during 2011, 2010 and 2009 was $37 million, $30 million and $36 million, respectively. At December 31, 2011, there was $40 million of stock-based compensation expense related to nonvested restricted stock not yet recognized. The expense is expected to be recognized over a remaining weighted-average period of approximately 2.2 years.

	2011			2010			2009
			Weighted-			Weighted-			Weighted-
			Average			Average			Average
			Grant -Date			Grant -Date			Grant -Date
RSAs (shares in thousands)	Shares		Fair Value	Shares		Fair Value	Shares		Fair Value
Nonvested at January 1	5,158	$	18.89	4,645	$	23.85	5,584	$	29.04
Granted	1,702		13.19	1,677		14.69	751		4.72
Exercised	(1,646)		22.52	(817)		36.96	(870)		40.84
Forfeited	(450)		15.34	(347)		22.39	(820)		23.86
Nonvested at December 31	4,764	$	15.95	5,158	$	18.89	4,645	$	23.85

The following table summarizes unvested RSAs by grant-date fair value at December 31, 2011:

	Nonvested RSAs
		Weighted-
		Average
	Number of	Remaining
	RSAs at	Contractual
	Year End	Life
Grant-Date Fair Value Per Share	(000s)	(in years)
Under $10.00	409	1.3
$10.01-$20.00	3,982	1.4
$20.01-$30.00	134	0.3
$30.01-$40.00	239	0.3
All RSAs	4,764	1.3

The grant-date fair value of stock options is measured using the Black-Scholes option-pricing model. There were no stock options granted during 2011 and 2010. Stock options granted during 2009 were immaterial to the Bancorp's Consolidated Financial Statements.

The total intrinsic value of options exercised was immaterial to the Bancorp's Consolidated Financial Statements in 2011, 2010 and 2009. Cash received from options exercised during 2011 was $1 million and was immaterial to the Bancorp's Consolidated Financial Statements in 2010 and 2009. Tax benefits realized from exercised options were immaterial to the Consolidated Financial Statements during 2011, 2010 and 2009. All stock options were vested at December 31, 2008, therefore, no stock options vested during 2011, 2010, or 2009. As of December 31, 2011, the aggregate intrinsic value of both outstanding options and exercisable options was immaterial to the Consolidated Financial Statements.

	2011			2010			2009
			Weighted-			Weighted-			Weighted-
			Average			Average			Average
Stock Options (shares in thousands)	Shares		Exercise Price	Shares		Exercise Price	Shares		Grant Price
Outstanding at January 1	11,859	$	52.01	15,504	$	49.29	20,564	$	48.97
Granted	-		-	-		-	1		8.59
Exercised	(96)		9.25	(58)		8.76	(11)		8.33
Forfeited or expired	(4,179)		49.61	(3,587)		40.54	(5,050)		48.06
Outstanding at December 31	7,584	$	53.88	11,859	$	52.01	15,504	$	49.29
Exercisable at December 31	7,584	$	53.88	11,859	$	52.01	15,504	$	49.29

The following table summarizes outstanding and exercisable stock options by exercise price at December 31, 2011:

	Outstanding and Exercisable Stock Options
				Weighted-
				Average
	Number of			Remaining
	Options at		Weighted-	Contractual
	Year End		Average	Life
Exercise price per share	(000s)		Exercise Price	(in years)
Under $10.00	125	$	9.62	0.3
$10.01-$20.00	694		12.59	2.8
$20.01-$30.00	60		23.63	0.7
$30.01-$40.00	139		36.25	2.3
Over $40.00	6,566		59.74	0.8
All stock options	7,584	$	53.88	1.0

During 2009, the Bancorp's Board of Directors approved the use of phantom stock units as part of its compensation for executives in connection with changes made in reaction to the TARP compensation rules. On February 22, 2011, the Bancorp redeemed its Series F preferred stock held by the U.S. Treasury under the CPP. As a result of this redemption, the last payment of phantom stock occurred in April of 2011. The phantom stock units were issued under the Bancorp's 2008 Incentive Compensation Plan. The number of phantom stock units was determined each pay period by dividing the amount of salary to be paid in phantom stock units for that pay period, by the reported closing price of the Bancorp's common stock on the pay date for such pay period. The phantom stock units vest immediately. Phantom stock was expensed based on the number of outstanding units multiplied by the closing price of the Bancorp's stock at period end. The phantom stock units did not include any rights to receive dividends or dividend equivalents. Phantom stock units issued on or before June 12, 2010 were settled in cash upon the earlier to occur of June 15, 2011 or the executive's death. Units issued thereafter will be settled in cash with 50% to be settled on June 15, 2012 and 50% to be settled on June 15, 2013. The amount paid on settlement of the phantom stock units is equal to the total amount of phantom stock units settled at the reported closing price of the Bancorp's common stock on the settlement date. Under the phantom stock program, 132,649 and 488,703 respective phantom stock units were granted with a weighted average grant price of $14.40 and $12.80, during the years ended December 31, 2011 and 2010, respectively. During 2011, 521,091 phantom stock units were settled. No phantom stock units were settled during 2010.

Performance units are payable contingent upon the Bancorp achieving certain predefined performance targets over the three-year measurement period. Awards granted during 2011 and 2010 will be entirely settled in stock. During 2009, the awards granted are payable 50% in stock and 50% in cash. The performance targets are based on the Bancorp's performance relative to a defined peer group. During 2011, 2010 and 2009, 328,061, 61,320, and 1,118,958 performance units, respectively, were granted by the Bancorp. These awards were granted at a weighted-average grant-date fair value of $13.36, $13.76 and $3.96 per unit during 2011, 2010 and 2009, respectively.

The Bancorp sponsors a stock purchase plan that allows qualifying employees to purchase shares of the Bancorp's common stock with a 15% match. During the years ended December 31, 2011, 2010 and 2009, there were 886,447, 749,127 and 1,343,632 shares, respectively, purchased by participants and the Bancorp recognized stock-based compensation expense of $1 million each year.