8-KMaterial AgreementsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Material Agreement (Oct 7, 2005)

Filed October 7, 2005For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed a Form 8-K on October 7, 2005, to report an amendment and restatement of its Unfunded Deferred Compensation Plan for Non-Employee Directors. The primary driver for these changes is to ensure compliance with the newly enacted Internal Revenue Code Section 409A, which governs nonqualified deferred compensation plans. The amendments revise procedures for deferring compensation and selecting benefit payment dates to align with Section 409A requirements. Key provisions allow participants a one-time election to receive a taxable payout in 2005 or continue deferral under the amended plan. Administrative convenience measures include automatic payouts for terminated participants with small account balances. The updated plan also enables the inclusion of benefits from assumed nonqualified plans following acquisitions, offering similar payout or deferral choices to participants of those acquired plans. Additional, unrelated changes clarify death benefit payouts, enrollment timelines for new directors, and the committee responsible for plan amendments.

Key Highlights

  • 1Fifth Third Bancorp amended and restated its Unfunded Deferred Compensation Plan for Non-Employee Directors.
  • 2The primary purpose of the amendment is to comply with the new Internal Revenue Code Section 409A.
  • 3Plan procedures for compensation deferral and benefit payment selection have been revised to meet Section 409A requirements.
  • 4Participants are offered a one-time election to receive a taxable payout in 2005 or continue deferral under the amended plan.
  • 5A 'cash-out' rule is introduced for terminated participants with vested account balances not exceeding $25,000.
  • 6The amended plan allows for the integration of benefits from nonqualified plans assumed in prior acquisitions.
  • 7Changes unrelated to Section 409A include mandatory lump-sum death benefit payments and revised director enrollment and plan amendment procedures.

Frequently Asked Questions

The principal reason for amending and restating the plan is to comply with the requirements of the newly enacted Internal Revenue Code Section 409A, which sets forth new rules for nonqualified deferred compensation plans.

Participants have a one-time election to either receive a complete taxable payout of their deferred compensation in 2005 or to continue deferring the benefit under the terms of the amended and restated plan.

Yes, for administrative convenience, participants who have terminated service will receive a complete taxable payout in 2005 if their vested account balance did not exceed $10,000 as of June 30, 2005. Additionally, an ongoing 'cash-out' rule allows for a complete payout if the vested account balance does not exceed $25,000 as of any December 31st.

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