8-KMaterial AgreementsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Sep 30, 2005)

Filed September 30, 2005For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed a Form 8-K on September 30, 2005, primarily to report an amendment and restatement of its Nonqualified Deferred Compensation Plan, effective September 26, 2005. The primary driver for these changes is to ensure compliance with the newly enacted Internal Revenue Code Section 409A, which imposes new regulations on deferred compensation. Key revisions include modifications to the procedures for deferring compensation and selecting benefit payment dates to align with Section 409A requirements. Importantly, the amended plan offers participants a one-time election to receive a full taxable payout in 2005 or to continue deferring compensation under the updated plan. Additionally, the plan now allows for the integration of benefits from previously acquired nonqualified plans, with participants in those plans also potentially being offered the 2005 payout option. A "cash-out" rule for administrative convenience has also been introduced for participants with vested account balances not exceeding $25,000 upon termination of service. An unrelated change is the introduction of a time-based vesting schedule for profit sharing and matching contributions, replacing immediate vesting.

Key Highlights

  • 1Fifth Third Bancorp amended and restated its Nonqualified Deferred Compensation Plan to comply with new IRS Section 409A regulations.
  • 2Participants have a one-time election to receive a taxable payout in 2005 or continue deferral under the amended plan.
  • 3Benefits from acquired nonqualified plans can now be included, offering similar payout/deferral options to those participants.
  • 4A 'cash-out' provision for vested account balances of $25,000 or less upon termination of service has been added for administrative convenience.
  • 5Profit sharing and matching contributions will now vest over time, a change from immediate vesting.
  • 6The primary effective date for the plan amendments was September 26, 2005.

Frequently Asked Questions

The primary reason for amending and restating the Nonqualified Deferred Compensation Plan was to comply with the new requirements of Internal Revenue Code Section 409A, which governs nonqualified deferred compensation arrangements.

Participants are being given a one-time election to choose between receiving a full taxable payout of their deferred compensation in 2005 or continuing to defer the compensation under the newly amended and restated plan.

Yes, the amended plan allows for the inclusion of benefits from nonqualified plans that Fifth Third Bancorp has assumed through acquisitions. Participants in these acquired plans may also be offered the choice of a 2005 taxable payout or deferral under the main Fifth Third plan.

Previously, profit sharing and matching contributions vested immediately. Under the amended plan, these contributions will now vest over time, reflecting a change in policy unrelated to the Section 409A compliance.