EX-10.1



 Exhibit 10.1 
 FIFTH THIRD BANCORP 
 UNFUNDED DEFERRED COMPENSATION PLAN 

FOR NON-EMPLOYEE DIRECTORS 
 (as amended and restated effective as of January 1, 2009) 







 FIFTH THIRD BANCORP 

UNFUNDED DEFERRED COMPENSATION PLAN 
 FOR NON-EMPLOYEE DIRECTORS 
 (as amended and restated effective as of
January 1, 2009) 
 ARTICLE I - INTRODUCTION AND SECTION 409A COMPLIANCE 

 

	1.1	Amendment and Restatement. Fifth Third Bancorp most recently amended and restated the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee
Directors effective January 1, 2005, by an amendment executed on December 18, 2007. Fifth Third Bancorp hereby again amends and restates the Plan effective January 1, 2009. 


 

	1.2	Transition Rules under Section 409A. 

  

	 	(a)	Election to Terminate Participation. The Committee, in its sole and absolute discretion, may offer to any Participant the option to terminate participation in
the Plan and to receive in 2005 a complete payout of his Account. Any such election shall be administered by the Committee in compliance with Internal Revenue Service Notice 2005-1 and any other applicable legal authority. The amount and other
aspects of the payment shall be determined by the Committee generally in accordance with the Plan, but the Committee shall have the authority to vary from the Plan, as it deems necessary or appropriate, to complete the payout. Any such election
shall terminate past participation but shall not affect future participation by the Participant. 

  

	 	(b)	New Payment Elections. In accordance with Paragraph 7.3, the Committee shall administer new payment elections under Article VII in 2005 which, for purposes of,
Article VII shall be treated as a Participant’s timely initial election under Paragraph 7.2(a) and not as a change in election under Paragraph 7.2(c). Any such election shall be administered by the Committee in its sole and absolute discretion
and in compliance with Internal Revenue Service Notice 2005-1 and any other applicable legal authority. 


ARTICLE II - DEFINITIONS 
  

	2.1	“Account” shall mean the account established by a Company as a book reserve to reflect the amounts credited to a Participant under this Plan. A
Participant’s Account under the Plan may include one or more of the following subaccounts: 

  

	 	(a)	Deferred Compensation Account. 

  

	 	(b)	Predecessor Plan Account. 









	2.2	“Beneficiary” shall mean the person or persons entitled to receive the distributions, if any, payable under the Plan upon or after a Participant’s
death, to such person or persons as such Participant’s Beneficiary. Each Participant may designate a Beneficiary by filing the proper form with the Committee. A Participant may designate one or more contingent Beneficiaries to receive any
distributions after the death of a prior Beneficiary. A designation shall be effective upon said filing, provided that it is so filed during such Participant’s lifetime, and may be changed from time to time by the Participant. If there is no
designated Beneficiary to receive any amount that becomes payable to a Beneficiary, then the Participant’s Beneficiary shall be the estate of the last to die of the Participant and any properly designated Beneficiaries.


  

	2.3	“Claims Review Committee” shall mean the committee established by the Committee for purposes of administering the claims and claim review procedures
under the Plan. 

  

	2.4	“Code” shall mean the Internal Revenue Code of 1986, as amended at the particular time applicable. A reference to a section of the Code shall include
said section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section. 

  

	2.5	“Committee” shall mean The Fifth Third Bank Pension, Profit Sharing and Medical Plan Committee which is responsible for the administration of this Plan
in accordance with the provisions of the Plan as set forth in this document. A reference to the Committee includes its delegate. 

  

	2.6	“Company” shall mean Fifth Third Bancorp and any subsidiary of Fifth Third Bancorp or any successor or assignee of any of them.


  

	2.7	“Compensation” shall mean the amount which shall be payable to a Director for his or her services as a Director or as a member of a Committee of the
Board of Directors, including fees for attending meetings. 

  

	2.8	“Deferred Compensation Account” shall mean the account established by a Company as a book reserve to reflect the amounts deferred by a Participant
under Paragraph 4.1, as adjusted by earnings (and losses) under Article VI and as reduced by distributions under Article VII and Article VIII. 

  

	2.9	“Director” shall mean an individual who is not an employee of a Company, and who is either a member of the Board of Directors of Fifth Third Bancorp or
a member of a Fifth Third Bank Charter Board or Affiliate Board. 

  

	2.10	“Effective Date” shall mean January 1, 2009. 

  

	2.11	“Open Enrollment Period” shall mean such period no more than thirty (30) days in length prescribed by the Committee, closing no later than the
last day of the Plan Year immediately preceding the Plan Year for which elections to defer Compensation under Article IV are permitted. 


  
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	2.12	“Participant” shall mean any of the following: 

  

	 	(a)	any Director who satisfies the eligibility requirements of Article III and who receives an allocation to his Deferred Compensation Account under Article IV, as well as
any former Director who has a Deferred Compensation Account under the Plan; or 

  

	 	(b)	any person who has a Predecessor Plan Account attributable to his services as a non-employee member of a board of directors covered by a Predecessor Plan.


  

	2.13	“Plan” shall mean the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, as described in this instrument, and as may
be amended, thereafter. 

  

	2.14	“Plan Year” shall mean the calendar year. 

  

	2.15	“Predecessor Plan” shall mean any other nonqualified deferred compensation plan designated by the Committee. Each Predecessor Plan was completely
amended and restated into this Plan. 

  

	2.16	“Predecessor Plan Account” shall mean an account established by the Company as a book reserve to reflect amounts credited hereunder with respect to a
Predecessor Plan, as adjusted by earnings (and losses) under Article VI and as reduced by distributions under Article VII and Article VIII. 

  

	2.17	“Separation from Service” shall mean the termination of employment with all Companies and ceasing to serve as a Director of all Companies. Whether a
termination of employment and cessation of serving as a Director has occurred shall be determined based on whether the facts and circumstances indicate that the Company and Director reasonably anticipate that no further services would be performed
after a certain date or that the level of bona fide services would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period of service if
the Director has been a Director of a Company less than 36 months). A Director is not treated as having terminated employment or ceasing to serve as a Director while he is on military leave, sick leave or other bona fide leave of absence if the
period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment under an applicable statute or by contract. The determination of whether a Separation of Service has occurred shall be based on
applicable regulations and other applicable legal authority under section 409A of the Code. 

  

	2.18	 “Valuation Date” shall mean each June 30th and December 31st. 



  
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 ARTICLE III - ELIGIBILITY AND PARTICIPATION 

 

	3.1	Each individual who is a Director on the first day of an Open Enrollment Period may elect to defer Compensation for services performed during the ensuing Plan Year to
which the Open Enrollment Period relates, in accordance with Article IV. 

 An individual who is not a Director on
the first day of an Open Enrollment Period but who later becomes a Director shall not be eligible to elect to defer Compensation until the first day of the next Open Enrollment Period with respect to which he is still a Director (for the Plan Year
to which such next Open Enrollment Period relates). 
  

	3.2	Notwithstanding Paragraph 3.1 or 4.2, an individual who first becomes a Director in 2005 may elect to defer Compensation with respect to services subsequent to the
election within 30 days after becoming a Director, in accordance with Article IV. 

 ARTICLE IV- ELECTION TO
DEFER COMPENSATION 
  

	4.1	Each Director eligible under Article III may elect to have fifty percent (50%) or more of his Compensation for services performed during a Plan Year deferred and
credited with earnings in accordance with the terms and conditions of the Plan. 

  

	4.2	An eligible Director desiring to exercise an election under Paragraph 4.1 for a Plan Year shall notify the Committee each Plan Year of his deferral election during the
Open Enrollment Period established by the Committee for such Plan Year. Such notice must be in writing, on a form provided by the Committee, and delivered to the Committee during the Open Enrollment Period. 


 

	4.3	A deferral election shall be effective for the entire Plan Year (but not for any future Plan Year) to which it relates and may not be modified or terminated for that
Plan Year. 

  

	4.4	The Compensation otherwise payable to the Participant during the Plan Year shall be reduced by the amount of the Participant’s election under Paragraph 4.1. Such
amounts shall be credited to the Participant’s Deferred Compensation Account at the time his Compensation is so reduced. 

 ARTICLE V- PARTICIPANT’S INTEREST 
  

	5.1	Unsecured Creditor. No Participant or his designated Beneficiary shall acquire any property interest in his Account or any other assets of any Company, their
rights being limited to receiving from the Company deferred payments as set forth in this Plan and these rights are conditioned upon continued compliance with the terms and conditions of this Plan. To the extent that any Participant or Beneficiary
acquires a right to receive benefits under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. 


  
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 ARTICLE VI - CREDITING OF EARNINGS 

 

	6.1	General. As of each Valuation Date, there shall be credited to the Account of each Participant an additional amount of earnings (or losses) determined under this
Article VI. 

  

	6.2	Available Investment Elections. 

  

	 	(a)	Investment Elections. Each Participant shall elect to have earnings (or losses) credited to his Account under the Treasury Bill investment election and/or the
Fifth Third Stock investment election. 

 Such an election shall be made in such manner as the Committee shall
direct. 
 The Committee may prescribe rules including rules which limit the frequency of changes to elections, prescribe times
for making elections, regulate the amount or increment a Participant may allocate to a particular investment benchmark, require or allow an election (or election change) to relate only to future allocations, require an election to apply consistently
to all subaccounts and provide for the investment of an Account of a Participant who fails to make an election. 
  

	 	(b)	Treasury Bill Investment Election. Under the Treasury Bill investment election, a Participant’s Account shall be credited with interest at a rate equal to
the rate on one-year United States Treasury Bills, determined as of the preceding December 31, increased by 100 basis points. 

  

	 	(c)	Fifth Third Stock Investment Election. Under the Fifth Third Stock investment election, a Participant’s Account shall be credited with earnings or losses
(including unrealized gains or losses, dividends and stock splits) determined as if the Account were invested in common stock of Fifth Third Bancorp. 

  

	 	(d)	Rate of Return Benchmarks. The Committee shall determine the rate of return for the Treasury Bill investment election and the Fifth Third Stock investment
election. 

  

	 	(e)	Crediting. As of each Valuation Date, the Participant’s Account shall be increased or decreased as if it had earned the rate of return corresponding to the
Participant’s investment election. The Committee’s determination of the rates of return and the adjustment to a Participant’s Account shall be binding on all parties. 


ARTICLE VII - PLAN BENEFITS 
  

	7.1	Distributions. 


  
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	 	(a)	Amount of Payment. The amount of a distribution attributable to a Participant’s Account shall be based upon the value of such Account as of the Valuation
Date last preceding the payment, increased by any deferrals of Compensation credited to the Participant’s Account after such Valuation Date, and reduced by any payments from the Participant’s Account after such Valuation Date.


  

	 	(b)	Time and Form of Payment. In accordance with the election procedures in Paragraph 7.2, a Participant may elect to have the amounts represented by the
Participant’s Account paid (or commence to be paid) as of the first business day of August of the Plan Year immediately following the Plan Year in which the Participant ceases to be a Director and has a Separation from Service, or the first
business day of August of any subsequent year, but not later than the first business day of August of the tenth Plan Year following the Plan Year in which the Participant ceases to be a Director and has a Separation from Service. In accordance with
the election procedures in Paragraph 7.2, a Participant may elect to have such amounts paid in one of the following forms: 

  

	 	(i)	single lump sum cash distribution; or 

  

	 	(ii)	annual cash installments, the last payment of which is no later than the first business day of August of the tenth Plan Year following the Plan Year in which the
Participant ceases to be a Director and has a Separation from Service. 

 If installment payments are in effect,
the Participant’s Account shall continue to be credited with earnings (or losses) under Article VI until fully paid. 
 Notwithstanding the foregoing or Paragraph 7.3 (a), (b) or (c), effective December 31, 2005, in the event the Participant’s Account does not exceed $25,000 as of any December 31st after the Participant has ceased to be a Director and has a
Separation from Service, then any payment election by a Participant shall be disregarded. In such a case, the Account (or remaining balance thereof) shall be paid in a single lump sum cash distribution as of the first business day of August
following such December 31st (even if the payment
would exceed $25,000 at that time). 
  

	7.2	Election Procedures. 

  

	 	(a)	A Participant who wishes to make an initial election referred to in Paragraph 7.1 must do so within the first Open Enrollment Period applicable to him under Article
III. 

 Any such election shall be effective immediately. 

As provided in Paragraph 1.2(b), a payment election in 2005 under Internal Revenue Service Notice 2005-1 shall be considered a timely
initial election. 

  
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	 	(b)	If a Participant does not make a timely initial election concerning the commencement date and payment schedule of benefits under Paragraph 7.2(a), then, except as
provided in (c) below, payment shall be made as of the first business day of August of the Plan Year immediately following the Plan Year in which he cases to be a Director and has a Separation from Service, in a single lump sum cash
distribution. 

  

	 	(c)	A Participant may make or change an election after the deadline established in (a) above at any time in order to defer payment for a period of not less than five
years from the date payment would otherwise begin (but not to accelerate any payment). Payment shall be made in accordance with any such election only if the Participant ceases to be a Director and has a Separation from Service at least one year
following the date of the election. Otherwise, the payment shall be made in accordance with the election (if any) in effect immediately prior to the changed election, or in accordance with (b) above if no such election is in effect.


  

	 	(d)	Elections shall be made in writing on a form provided by the Committee and shall be made in accordance with the rules established by the Committee.


  

	7.3	Transition Rules. 

  

	 	(a)	 Participants in Pay Status in 2005. Subject to Paragraph 1.2(a), a Participant who has commenced receiving installment payments in 2005 or
earlier, shall continue to receive such payments in accordance with the payment provisions under the Plan or election (whichever is controlling) in effect prior to the Effective Date provided that the value of his Account as of the June 30,
2005 Valuation Date is greater than $10,000. If the value of such a Participant’s Account as of such date is not greater than $10,000, then he shall receive a single lump sum cash distribution of his entire Account in 2005. Effective
December 31, 2005, in the event the Participant’s Account does not exceed $25,000 as of any
December 31st, then any payment election by a
Participant shall be disregarded. In such a case, the Account (or remaining balance thereof) shall be paid in a single lump sum cash distribution as of the first business day of August following such December 31st (even if such Account exceeds $25,000 as of the Valuation Date
immediately preceding payment). 


  

	 	(b)	 Terminated Participants Not in Pay Status. Subject to Paragraph 1.2(a), a Participant who has ceased being a Director in 2005 or earlier, but
who, as of a date in 2005 determined by the Committee, has not received or commenced receiving payments of his Account, shall be subject to the payment provisions of Paragraph 7.1, and any prior payment elections shall be of no force or effect. As
provided in Paragraph 1.2(b), such a Participant shall have the opportunity to complete a new election by a date in 2005 determined by the Committee. Such a Participant who does not properly complete and return such an election by such date shall
receive a single lump sum distribution of his entire Account as of August 1, 2006. Notwithstanding the foregoing, if such a Participant’s Account as 



  
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of a date in 2005 determined by the Committee is not greater than $10,000, then he shall receive a single lump sum distribution of his entire Account in 2005. Effective December 31, 2005, in
the event the Participant’s Account does not exceed $25,000 as of any December 31st, then any payment election shall be disregarded. In such a case, the Account (or remaining balance thereof) shall be paid in a single lump sum distribution as of the first business day of August
following such December 31st (even if such Account
exceeds $25,000 at that time). 

  

	 	(c)	Current Directors. Subject to Paragraph 1.2(a), a Participant who remains a Director as of a date in 2005 determined by the Committee shall be subject to the
payment provisions of Paragraph 7.1 and any prior elections shall be of no force or effect. As provided in Paragraph 1.2(b), such a Participant shall have the opportunity to complete a new election by a date in 2005 determined by the Committee. Any
such election shall be treated as an initial election under Paragraph 7.2(a). Such a Participant who does not make a timely election shall be treated the same as provided for in Paragraph 7.2(b) and 7.2(c) for Participants who do not make timely
initial elections. 

  

	7.4	Facility of Payment. A payment required to be made hereunder on or as of a specified date may be made in a reasonable period after such date for administrative
convenience, provided the payment is made in the same taxable year as the specified date. 

 ARTICLE VIII -
DEATH 
  

	8.1	If a Participant dies before commencing payment of the amounts represented by the Participant’s Account, then the Participant’s Account, as determined under
Paragraph 7.1(a), shall be paid to the Participant’s Beneficiary in a single lump sum cash distribution, as soon as reasonably possible after the Committee is notified of the Participant’s death and in all events not more than ninety
(90) days following the Participant’s death. If the Participant has already commenced receiving the amounts represented by the Participant’s Account in the installment payment form, the installment payments shall continue to be paid
to the Participant’s Beneficiary. 

 ARTICLE IX - NON-ASSIGNABLE/NON-ATTACHMENT 

 

	9.1	Except as required by law, no right of the Participant or designated Beneficiary to receive payments under this Plan shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law and any attempt, voluntary or involuntary, to effect any such action shall be null and
void and of no effect. 


  
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 ARTICLE X - ADMINISTRATION 

 

	10.1	Administration. In addition to the powers which are expressly provided in the Plan, the Committee shall have the power and authority in its sole, absolute and
uncontrolled discretion to control and manage the operation and administration of the Plan and shall have all powers necessary to accomplish these purposes including, but not limited to the following: 


 

	 	(a)	the power to determine who is a Participant; 

  

	 	(b)	the power to determine allocations, balances, and nonforfeitable percentages with respect to Participant’s Accounts; 


 

	 	(c)	the power to determine when, to whom, in what amount, and in what form distributions are to be made; and 


 

	 	(d)	such powers as are necessary, appropriate or desirable to enable it to perform its responsibilities, including the power to interpret the Plan, establish rules,
regulations and forms with respect thereto. 

  

	 	Benefits	under this Plan will be paid only if the Committee decides in its discretion that the applicant is entitled to them. 


 

	10.2	409A of the Code. This Plan is intended to satisfy the applicable requirements of section 409A of the Code and shall be interpreted accordingly.


 ARTICLE XI - CONSOLIDATION OR MERGER 

 

	11.1	In the event that Fifth Third Bancorp or any entity (resulting from any merger or consolidation or which shall be a purchaser or transferee so referred to), shall at
any time be merged or consolidated into or with any other entity or entities, or in the event that substantially all of the assets of Fifth Third Bancorp or any such entity shall be sold or otherwise transferred to another entity, the provisions of
this Plan shall be binding upon and shall inure to the benefit of the continuing entity or the entity resulting from such merger or consolidation or the entity to which such assets shall be sold or transferred. Except as provided in the preceding
sentence, this Plan shall not be assignable by Fifth Third Bancorp or by any entity referred to in such preceding sentence. 

 ARTICLE XII - AMENDMENT OR TERMINATION 
  

	12.1	 Amendment. Fifth Third Bancorp reserves the right to amend the Plan. Any amendment of the Plan shall be by action of the Committee or by the
Chairman of the Committee. If an amendment is being made by said Committee, it must be approved by a majority of the members of the Committee as constituted at the time of adoption of the amendment. Any amendment may be given retroactive effect as
determined by said Committee or Chairman. Any amendment may, without limitation, (a) affect a Participant whether or 



  
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not currently serving as a Director or in pay status, and (b) affect or modify Participant elections and payment methods. An amendment may be evidenced in such manner as said Committee or
Chairman shall determine. If the amendment is approved by said Committee, such evidence may include (but shall not be limited to) a written resolution signed by a majority of the members of the Committee or minutes of a meeting of the Committee
reflecting approval by a majority of the members. 

  

	12.2	Termination. Fifth Third Bancorp reserves the right to terminate the Plan. Any termination of the Plan shall be by action of the Committee. Any termination must
be approved by a majority of the members of said Committee as constituted at the time of adoption of the termination; and any such termination may be given retroactive effect as determined by said Committee. Any termination may, without limitation,
(a) affect a Participant whether or not currently serving as a Director or in pay status, and (b) affect or modify Participant elections and payment methods. A termination may be evidenced in such manner as said Committee shall determine,
and such evidence may include (but shall not be limited to) a written resolution signed by a majority of the members of the Committee or minutes of a meeting of the Committee reflecting approval by a majority of the members.


 ARTICLE XIII - CLAIMS 
  

	13.1	Initial Claims Procedure. 

  

	 	(a)	Claim. In order to present a complaint regarding the nonpayment of a Plan benefit or a portion thereof (a “Claim”), a Participant or Beneficiary under
the Plan (a “Claimant”) or his duly authorized representative must file such Claim by mailing or delivering a writing stating such Claim to the department, officer, or employee responsible for employee benefit matters of the Company. Upon
such receipt of a Claim, the Claims Review Committee shall furnish to the Claimant a written acknowledgment which shall inform such Claimant of the time limit set forth in (b)(i) below and of the effect, pursuant to (b)(iii) below, of failure to
decide the Claim within such time limit. 

  

	 	(b)	Initial Decision. 

  

	 	(i)	Time Limit. The Claims Review Committee shall decide upon a Claim within a reasonable period of time after receipt of such Claim; provided, however, that such
period shall in no event exceed 90 days, unless special circumstances require an extension of time for processing. If such an extension of time for processing is required, then the Claimant shall, prior to the termination of the initial 90-day
period, be furnished a written notice indicating such special circumstances and the date by which the Claims Review Committee expects to render a decision. In no event shall an extension exceed a period of 90 days from the end of the initial period.



  
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	 	(ii)	Notice of Denial. If the Claim is wholly or partially denied, then the Claims Review Committee shall furnish to the Claimant, within the time limit applicable
under (i) above, a written notice setting forth in a manner calculated to be understood by the Claimant: 

  

	 	(A)	the specific reason or reasons for such denial; 

  

	 	(B)	specific reference to the pertinent Plan provisions on which such denial is based; 


 

	 	(C)	a description of any additional material or information necessary for such Claimant to perfect his Claim and an explanation of why such material or information is
necessary; and 

  

	 	(D)	appropriate information as to the steps to be taken if such Claimant wishes to submit his Claim for review pursuant to Paragraph 13.2, including notice of the time
limits set forth in subsection 13.2(b)(ii). 

  

	 	(iii)	Deemed Denial for Purposes of Review. If a Claim is not granted and if, despite the provisions of (i) and (ii) above, notice of the denial of a Claim
is not furnished within the time limit applicable under (i) above, then the Claimant may deem such Claim denied and may request a review of such deemed denial pursuant to the provisions of Paragraph 13.2. 


 

	13.2	Claim Review Procedure. 

  

	 	(a)	Claimant’s Rights. If a Claim is wholly or partially denied under Paragraph 13.1, then the Claimant or his duly authorized representative shall have the
following rights: 

  

	 	(i)	to obtain, subject to (b) below, a full and fair review by the Claims Review Committee; 


 

	 	(ii)	to review pertinent documents; and 

  

	 	(iii)	to submit issues and comments in writing. 

  

	 	(b)	Request for Review. 

  

	 	(i)	Filing. To obtain a review pursuant to (a) above, a Claimant entitled to such a review or his duly authorized representative shall, subject to
(ii) below, mail or deliver a written request for such a review (a “Request for Review”) to the department, officer, or employee responsible for employee benefit matters of the Company. 


  
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	 	(ii)	Time Limits for Requesting a Review. A Request for Review must be mailed or delivered within 60 days after receipt by the Claimant of written notice of the
denial of the Claim. 

  

	 	(iii)	Acknowledgment. Upon such receipt of a Request for Review, the Claims Review Committee shall furnish to the Claimant a written acknowledgment which shall inform
such Claimant of the time limit set forth in (c)(i) below and of the effect, pursuant to (c)(iii) below, of failure to furnish a decision on review within such time limit. 


 

	 	(c)	Decision on Review. 

  

	 	(i)	Time Limit. 

  

	 	(A)	General. If, pursuant to (b) above, a review is requested, then, except as otherwise provided in (B) below, the Claims Review Committee or its delegate
(but only if such delegate has been given the authority to make a final decision on the Claim) shall make a decision promptly and no later than 60 days after receipt of the Request for Review; except that, if special circumstances require an
extension of time for processing, then the decision shall be made as soon as possible but not later than 120 days after receipt of the Request for Review. The Claims Review Committee must furnish the Claimant written notice of any extension prior to
its commencement. 

  

	 	(B)	Regularly Scheduled Meetings. Anything to the contrary in (A) above notwithstanding, if the Claims Review Committee holds regularly scheduled meetings at
least quarterly, then its decision on review shall be made no later than the date of the meeting which immediately follows the receipt of the Request for Review; provided, however, if such Request for Review is received within 30 days preceding the
date of such meeting, then such decision on review shall be made no later than the date of the second meeting which follows such receipt; and provided further that, if special circumstances require a further extension of time for processing, and if
the Claimant is furnished written notice of such extension prior to its commencement, then such decision on review shall be rendered no later than the third meeting which follows such receipt. 


 

	 	(ii)	Notice of Decision. The Claims Review Committee or its delegate shall furnish to the Claimant, within the time limit applicable under (i) above, a written
notice setting forth in a manner calculated to be understood by the Claimant: 


  
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	 	(A)	the specific reason or reasons for the decision on review; 

  

	 	(B)	specific reference to the pertinent Plan provisions on which the decision on review is based; and 


 

	 	(C)	a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information
relevant to the Claimant’s claim for benefits. 

  

	 	(iii)	Deemed Denial. If, despite the provisions of (i) and (ii) above, the decision on review is not furnished within the time limit applicable under
(i) above, then the Claimant shall be deemed to have exhausted his remedies under the Plan and he may deem the Claim to have been denied on review. 

 The Claims Review Committee shall have the sole, absolute and uncontrolled discretion to decide all claims under the initial claims procedure and under the claims review procedure, and its decisions shall
be binding on all parties. 
  

	13.3	Required Exhaustion of Administrative Remedies. Before a Participant may file a lawsuit regarding the Plan or benefits under the Plan, the Participant must first
use the Initial Claims Procedure and the Claim Review Procedure (including the requirement of a timely request for review) described above. 

 ARTICLE XIV - MISCELLANEOUS 
  

	14.1	No Enlargement of Employment Rights. Neither this Plan, nor any action of Fifth Third Bancorp, a Company or the Committee, nor any election to defer Compensation
hereunder shall be held or construed to confer on any person any legal right to be continued as a Director of Fifth Third Bancorp, or any Company. 

  

	14.2	Withholdings. Fifth Third Bancorp shall have the right to deduct from a Participant’s Account and/or any payments due a Participant or Beneficiary under the
Plan any and all taxes determined by the Committee to be applicable with respect to such benefits. In the discretion of the Committee, Fifth Third Bancorp may accept payment by the Participant (or Beneficiary) of the amount of any applicable taxes
in lieu of deducting such amount from the Participant’s Account or payments due under the Plan. 

  

	14.3	 Entire Agreement. This Plan document constitutes the entire agreement between the Company and any Participant (or Beneficiary), and supersedes
all other prior agreements, undertakings, both written and oral, with respect to the subject matter hereof. This Plan document may not be amended orally or by any course or purported course of dealing, but only by an amendment in accordance with
Paragraph 12.1 specifically identified within its text as a Plan amendment. Written communications and descriptions not specifically identified within their text as amendments, shall not constitute amendments




  
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and shall have no interpretive or controlling effect on the interpretation of this Plan. Oral communications shall not constitute amendments and shall have no interpretation or controlling effect
on the interpretation of this Plan. 

  

	14.4	No Guarantee of Tax Consequences. The Participant (or Beneficiary) shall be responsible for all taxes with respect to his benefit hereunder. Neither Fifth Third
Bancorp nor any Company guarantees any particular tax consequences. This includes, without limitation, any taxes, interest or penalties imposed by, or with respect to, section 409A of the Code. 


 

	14.5	Governing Law. The provisions of the Plan shall be governed and construed in accordance with the laws of the State of Ohio, except its conflict of law rules.


 IN WITNESS WHEREOF, Fifth Third Bancorp has caused this Plan to be executed this 18th day of December, 2008. 

 

			
	FIFTH THIRD BANCORP
		
	By:	 	/s/ Nancy Phillips
		 	 Nancy Phillips, Chairman of The Fifth
 Third Bank Pension, Profit Sharing and
 Medical Plan Committee




  
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