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, 2013:

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				5,393	(a)
	SARs	(b)	(b)		(a)
	Restricted stock	6,710	N/A		(a)
	Stock options^(c)	22	$45.82		(a)
	Phantom stock units	(d)	N/A	N/A
	Performance units	(e)	N/A		(a)
	Employee stock purchase plan			8,030	(f)
Total shares		6,732		13,423

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, and authorized 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 awards and restricted stock units, and performance shares. 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 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 is seven percent. SARs, restricted stock, stock options and performance units outstanding represent seven percent of the Bancorp's issued shares at December 31, 2013.

All of the Bancorp's stock-based awards are to be settled with stock with the exception of phantom stock 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, have 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 market conditions as defined by the plan. All of the Bancorp's executive stock-based awards contain a performance hurdle of two percent return on tangible common equity. If this threshold is not met all awards that would vest in the next year are forfeited. The Bancorp met this threshold as of December 31, 2013.

Stock-based compensation expense was $78 million, $69 million and $59 million for the years ended December 31, 2013, 2012 and 2011, respectively, and is included in salaries, wages, and incentives in the Consolidated Statements of Income. The total related income tax benefit recognized was $28 million, $24 million and $21 million for the years ended December 31, 2013, 2012 and 2011, 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 December 31:

	2013	2012	2011
Expected life (in years)	6	6	6
Expected volatility	36%	37%	35%
Expected dividend yield	3.0%	2.8%	2.0%
Risk-free interest rate	1.0%	1.2%	2.6%

The expected life is derived from historical exercise patterns and represents the amount of time that SARs 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 SARs 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 $4.56, $4.23 and $4.29 per share for the years ended 2013, 2012 and 2011, respectively. The total grant-date fair value of SARs that vested during 2013, 2012 and 2011 was $29 million, $22 million, and $20 million, respectively.

At December 31, 2013, there was $68 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 2.6 years.

	2013				2012				2011
			Weighted-				Weighted-				Weighted-
	Number of SARs		Average		Number of SARs		Average		Number of SARs		Average
SARs (Number of SARs in thousands)	Number of SARs			Grant Price				Grant Price				Grant Price
Outstanding at January 1	44,120	$	20.41		Number of SARs	36,502	$	22.20	Number of SARs		31,152	$	24.67
Granted	10,267		16.16		12,179		14.36		8,633		13.36
Exercised	(2,904)		11.18		(1,271)		6.29		(521)		3.96
Forfeited or expired	(2,884)		21.78		(3,290)		23.33		(2,762)		25.76
Outstanding at December 31	48,599	$	19.98		44,120	$	20.41		36,502	$	22.20
Exercisable at December 31	26,462	$	24.14		23,248	$	26.76		20,070	$	30.29

The following table summarizes outstanding and exercisable SARs by grant price at December 31, 2013:

	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	4,096	$	4.08	5.3	4,096	$	4.08	5.3
$10.01-$20.00	34,077		15.36	7.6	11,940		16.00	6.2
$20.01-$30.00	33		22.85	4.0	33		22.85	4.0
$30.01-$40.00	6,713		38.68	2.7	6,713		38.68	2.7
Over $40.00	3,680		46.32	1.2	3,680		46.32	1.2
All SARs	48,599	$	19.98	6.2	26,462	$	24.14	4.5

The total grant-date fair value of RSAs that vested during 2013, 2012 and 2011 was $40 million, $32 million and $37 million, respectively. At December 31, 2013, there was $69 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 2.6 years.

	2013			2012			2011
			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	6,379	$	14.32	4,764	$	15.95	5,158	$	18.89
Granted	3,583		16.21	3,863		14.33	1,702		13.19
Exercised	(2,720)		14.71	(1,826)		18.37	(1,646)		22.52
Forfeited	(532)		14.97	(422)		15.35	(450)		15.34
Nonvested at December 31	6,710	$	15.11	6,379	$	14.32	4,764	$	15.95

The following table summarizes unvested RSAs by grant-date fair value at December 31, 2013:

	Nonvested RSAs
		Weighted-Average
	Number of	Remaining
	RSAs at Year End	Contractual Life
Grant-Date Fair Value Per Share	(000s)	(in years)
$5.01-$10.00	62	1.7
$10.01-$15.00	3,363	1.1
$15.01-$20.00	3,285	1.8
All RSAs	6,710	1.4

The grant-date fair value of stock options is measured using the Black-Scholes option-pricing model. There were no stock options granted during 2013, 2012 and 2011.

The total intrinsic value of options exercised was $1 million in 2013 and 2012 and was immaterial to the Bancorp's Consolidated Financial Statements in 2011. Cash received from options exercised was $2 million in 2013 and 2012 and $1 million in 2011. The tax benefit realized from exercised options was immaterial to the Bancorp's Consolidated Financial Statements during 2013, 2012, and 2011. All stock options were vested as of December 31, 2008, therefore, no stock options vested during 2013, 2012, or 2011. As of December 31, 2013, the aggregate intrinsic value of both outstanding options and exercisable options was $3 million.

	2013			2012			2011
			Weighted-			Weighted-			Weighted-
	Number of		Average	Number of		Average	Number of		Average
Stock Options (Number of Options in thousands)	Options		Exercise Price	Options		Exercise Price	Options		Grant Price
Outstanding at January 1	3,877	$	45.00	7,584	$	53.88	11,859	$	52.01
Exercised	(190)		11.88	(205)		10.32	(96)		9.25
Forfeited or expired	(3,141)		51.23	(3,502)		66.25	(4,179)		49.61
Outstanding at December 31	546	$	20.72	3,877	$	45.00	7,584	$	53.88
Exercisable at December 31	546	$	20.72	3,877	$	45.00	7,584	$	53.88

The following table summarizes outstanding and exercisable stock options by exercise price at December 31, 2013:

	Outstanding and Exercisable Stock Options
	Number of Options at Year End (000s)				Weighted-Average Remaining Contractual Life (in years)
				Weighted-
				Average
Exercise price per share				Exercise Price
Under $10.00	1	$	8.59			5.0
$10.01-$20.00	385		13.42			1.6
$20.01-$30.00	1		24.41			4.0
$30.01-$40.00	133		36.38		0.3
Over $40.00	26		49.46		1.1
All stock options	546	$	20.72		1.3

The Bancorp's Board of Directors previously 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 vested immediately on issuance. 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 were settled in cash with 50% settled on June 15, 2012 and 50% settled on June 15, 2013. The amount paid on settlement of the phantom stock units was 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, no phantom stock units were granted during the years ended December 31, 2013 and 2012, and phantom stock units of 132,649 were granted with a weighted average grant price of $14.40 during the year ended December 31, 2011. During 2013, 2012 and 2011, 200,130, 199,813, and 521,091 phantom stock units were settled, respectively.

Performance units are payable contingent upon the Bancorp achieving certain predefined performance targets over the three-year measurement period. Awards granted during 2013, 2012 and 2011 will be entirely settled in stock. The performance targets are based on the Bancorp's performance relative to a defined peer group. During 2013, 2012 and 2011, 348,595, 344,741, and 328,061 performance units, respectively, were granted by the Bancorp. These awards were granted at a weighted-average grant-date fair value of $16.15, $14.36 and $13.36 per unit during 2013, 2012 and 2011, 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, 2013, 2012 and 2011, there were 690,039, 827,709 and 886,447 shares, respectively, purchased by participants and the Bancorp recognized stock-based compensation expense of $1 million in each of the respective years.