Schedule of Executive Officer Compensation Arrangements



  
 Exhibit 10(r)

  
 FIFTH THIRD BANCORP 
  
 Schedule of Executive Officer Compensation Arrangements

  
 The Company’s cash compensation package for its
executive officers consists of two components: (1) base salary; and (2) annual performance-based bonuses. The Company also provides stock based equity incentive grants to its executive officers as a means to drive long-term performance and promote
ownership in the Company. 
  
 Base Salary 
  
 Individual salaries are reviewed annually and salary increases are based on
the Company’s overall performance and the executive’s attainment of individual objectives during the preceding year. 
  
 Set forth below are the 2005 base salaries of the following named executive officers of Fifth Third Bancorp that have been reported in Fifth Third
Bancorp’s 2005 Proxy Statement (2004 base salaries are also shown for comparison): 
  

							
	 Named Executive Officer:

	  	Base Salary:


	 	  	2005

	  	2004


	 George A. Schaefer, Jr.
	  	$	990,018	  	$	990,018
	 Neal E. Arnold
	  	 	537,992	  	 	524,992
	 Kevin T. Kabat
	  	 	537,992	  	 	520,000
	 Robert A. Sullivan
	  	 	537,992	  	 	425,0061
	 Greg D. Carmichael
	  	 	440,003	  	 	375,003



	1	Effective May 17, 2004. Prior to this date, Mr. Sullivan’s 2004 base salary was $325,000. 

  
 Annual Bonuses 
  
 Officers eligible to receive bonuses are placed in bonus pools that designate their bonus opportunity based on their
position and job level. Executive Officers are specifically designated by the Committee as participants in the bonus pool by virtue of the Incentive Compensation Plan (the “Plan”) which was approved and adopted by the Company’s
shareholders in 2004. The Plan allows the Company to issue Annual Incentive Awards comprised of cash or equity awards. The Performance Goals (as defined in the Plan) for 2004 were in the form of a bonus matrix comprised of incrementally increasing
amounts of earnings per share, which, if attained, make an incentive bonus pool available for payments. The matrix was established by the Committee to reflect a bonus pool, which increased if incrementally higher earnings per share resulted in 2004
as compared to 2003. The Performance Goals for 2005 will likely be substantially similar to those used in 2004, subject to the discretion of the 








 
Compensation Committee. The Committee also has discretion under the Plan, as in past years, to consider unusual items that impacted earnings per share of the
Company, both those items that contribute to an increase in earnings per share of the Company and those that contribute to a decrease in earnings per share. 
  
 Nonqualified Deferred Compensation Plan 
  
 Executive Officers of Fifth Third Bancorp are eligible to participate in the Amended and Restated Fifth Third Bancorp Nonqualified Deferred Compensation
Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan is a non-qualified deferred compensation plan which is not subject to the qualification requirements of Section 401(a) of the Internal Revenue Code. The Deferred
Compensation Plan permits participants to defer eligible compensation on the date or dates selected by the participant or on such other date or dates specified in the Deferred Compensation Plan. 
  
 Eligible compensation deferred by participants is credited with earnings and
investment gains and losses based on hypothetical investments in Fifth Third Bancorp Common Stock. Investments in a participant’s Common Stock account are designated in units and no shares of Common Stock will be issued until the participant
receives a distribution from the Plan. Amounts deferred are not actually invested in Common Stock. Rather, a grantor trust, which has been created in connection with the Deferred Compensation Plan, holds plan assets. 
  
 Fifth Third Bancorp may make an additional contribution in an amount
determined for each individual to matching stock account for the participant at the time of such allocation. The Deferred Compensation Plan provides that Fifth Third Bancorp may credit a participant’s Company Common Stock Account with
additional amounts, at its sole discretion. Participants are 100% vested at all times in the amounts credited to their accounts under the plan. In addition, participants are credited with dividends on such units of Common Stock which dividends are
deemed to be reinvested in additional shares of Common Stock. 
  
 The amounts of benefits payable in the future under the plan are not determinable because such benefits depend upon the amount of compensation each participating employee elects to defer and the percentage of compensation that Fifth Third
Bancorp, at its sole discretion, may determine to credit to the accounts of the participants. 
  
 Stock Based Equity Compensation Grants 
  
 Executive Officers are eligible to receive awards based on Fifth Third’s Common Stock under the Plan. The following types of stock based equity compensation awards may be granted under the Plan: 
  
 Stock Appreciation Rights (“SARs”). The Compensation
Committee may grant SARs independently of any stock option or in tandem with all or any part of a stock option granted under the Plan. Upon exercise, each SAR entitles a participant to receive 








 
an amount equal to the excess of the Fair Market Value (as defined in the Plan) of a share of Common Stock on the date the SAR is exercised over the Fair
Market Value of a share of Common Stock on the date the SAR is granted. The payment may be made in shares of Common Stock having a Fair Market Value on the date of exercise equal to the amount due upon the exercise of the SAR, may be paid in cash,
or in a combination. Upon exercise of an SAR granted in conjunction with a stock option, the option may be required to be surrendered. 
  
 Restricted Stock and Restricted Stock Units. An award of Restricted Stock is an award of shares of Common Stock that may not be sold or otherwise
disposed of during a restricted period determined by the Committee. An award of Restricted Stock Units is an award of the right to receive a share of Common Stock after the expiration of a restricted period determined by the Committee. Restricted
Stock may be voted by the recipient. To the extent provided by the Committee, dividends on the Restricted Stock and Restricted Stock Units may be payable to the recipient in cash or in additional Restricted Stock or Restricted Stock Units.

  
 Performance Shares and Performance Units. Performance
Shares and Performance Units are awards of a fixed or variable number of shares or of dollar-denominated units that are earned by achievement of performance goals established by the Committee. If the applicable performance criteria are met, the
shares are earned and become unrestricted with respect to Performance Shares or an amount is payable with respect to the Performance Units. The Committee may provide that a certain percentage of the number of Performance Shares or Units originally
awarded may be earned based upon the attainment of the performance goals. Amounts earned under Performance Share and Performance Unit Awards may be paid in Common Stock, cash or a combination of both. During the applicable performance period for an
award, the shares may be voted by the recipient and the recipient may be entitled to receive dividends on those shares, at the discretion of the Committee. 
  
 Stock Options. Stock Options may be nonqualified stock options or incentive stock options that comply with Code Section 422. The exercise period
for any stock option will be determined by the Committee at the time of grant. The exercise price per share for all shares of Common Stock issued pursuant to stock options under the Plan may not be less than 100% of the Fair Market Value of a share
of Common Stock on the grant date. Each stock option may be exercised in whole, at any time, or in part, from time to time, after the grant becomes exercisable. The Plan limits the term of any stock option to 10 years and prohibits repricing of
options. 
  
 Other Incentive Awards. The Committee may
grant other types of awards of which may be based in whole or in part by reference to Common Stock or upon the achievement of performance goals or such other terms and conditions as the Committee may prescribe. As required by Code Section 162(m),
the Plan provides an annual limit of $4,000,000 on the amount a single participant may earn under any such Other Incentive Award. For purposes of this limitation, any award earned over a period greater than one year is deemed to have been earned
ratably over the full and partial calendar years in such period. 







 In 2004, grants of Stock Appreciation Rights (“SARs”), Restricted Stock and Performance Units
were made to Executive Officers under the Plan. Grants of SARs were made to Executive Officers at an exercise price of 100% of the market value on the date of grant. Grants of Restricted Stock were made to a limited number of Executive Officers and
generally had a four-year period of restriction. Performance Units were granted to the remaining Executive Officers with a three-year performance period. The Performance Units were granted with goals set in terms of relative total shareholder return
in relation to a peer group. The Performance Units were payable half in cash and half in common stock. 
  
 Fifth Third Bancorp’s Compensation Committee may make grants of stock based equity compensation awards to the Executive Officers of Fifth Third
Bancorp in 2005. Any such awards will likely be substantially similar to those granted in 2004, subject to the discretion of the Compensation Committee. 
  
 Stock Option Gain Deferral Plan 
  
 Executive Officers of Fifth Third Bancorp are eligible to participate in the Fifth Third Bancorp Stock Option Gain Deferral Plan (the “Deferral
Plan”). The Deferral Plan is an unfunded deferred compensation arrangement maintained by Fifth Third Bancorp for a select group of management or highly compensated employees of the Company and its affiliates. 
  
 Participants elect to defer delivery and receipt of “net shares”
(those shares to be received on exercise minus the shares used to pay the exercise price and any tax withholding) that result from exercise of a stock option. The participant is then issued shares of Common Stock equal to the number of shares
tendered and, for each net share deferred by the participant, a stock unit is credited to the participant’s deferred stock unit account as of the date of exercise of the stock option. This election must be made at least six (6) months in
advance of a participant’s exercise of a stock option. Once made, a participant may not revoke the election after it is received by the company. 
  
 On each dividend payment date, Fifth Third Bancorp credits each participant’s deferred stock unit account with an amount equivalent to the dividends
paid by the Company on the number of shares of Common Stock equal to the number of stock units in the participant’s deferred stock unit account. The dividend equivalent amounts credited to each participant’s deferred stock unit account are
reinvested in additional stock units at a price equal to the fair market value of the Common Stock on the dividend payment date. 
  
 A participant may elect to have the shares of Common Stock represented by the participant’s deferred stock unit account paid (or commence to be paid)
as of the first business day of June of the plan year immediately following the plan year in which the 








 
participant’s service with the company terminates, or the first business day of June of any subsequent year, but not later than the first business day
of June of the fifth plan year following the plan year in which the termination occurs. A participant may elect to have these shares of Common Stock paid in a single distribution of Common Stock or in distributions of Common Stock in annual
installments of not more than 10 years. 
  
 Participants may make
or change elections with respect to the commencement date and form of distributions at any time. Payment will be made in accordance with an election only if the participant terminates service with the company at least two (2) years following the
date of the election. Otherwise, the payment will be made in accordance with the election in effect immediately prior to the changed election. If a participant has no election concerning the commencement date of benefits in effect at the time he
terminates service with the company, payment will be made (or commence) as of the first business day of June of the Plan Year immediately following the Plan Year in which the termination of service occurs. If a participant has no election concerning
the form of benefit payment in effect at the time he terminates service with the company, payment will be made in a single distribution of Common Stock. 
  
 It cannot be determined at this time what benefits or amounts, if any, will be received by or allocated to any Executive Officer under the Deferral Plan
in the future. Such determinations are subject to the discretion of the Committee and the elections of the eligible participants. 







 Retirement Plans 
  
 Fifth Third Bancorp also maintains The Fifth Third Bancorp Master Retirement Plan (the “Retirement Plan”) and The Fifth Third Bancorp
Supplemental Retirement Income Plan (the “Supplemental Plan”). The Retirement Plan and Supplemental Plan were frozen as of November 15, 1998 except for employees who were at least age 50 and had 15 years of credited service as of December
31, 1998. The following table shows estimated annual benefits payable upon retirement under Retirement Plan and the Supplemental Plan based upon combinations of compensation levels and years of service: 
  
 PENSION PLAN TABLE 
  
 Approximate Annual Retirement Benefit Upon Retirement At Age 65 Before
Adjustments (1) (2) (3) 
  


											
	 Remuneration(4)(5)

	  	15

	  	20

	  	25

	  	30

	  	35


	    700,000
	  	104,178	  	138,903	  	173,629	  	208,355	  	208,355
	    800,000
	  	119,428	  	159,237	  	199,046	  	238,855	  	238,855
	    900,000
	  	134,678	  	179,570	  	224,463	  	269,355	  	269,355
	 1,000,000
	  	149,928	  	199,903	  	249,879	  	299,855	  	299,855
	 1,100,000
	  	165,178	  	220,237	  	275,296	  	330,355	  	330,355
	 1,200,000
	  	180,428	  	240,570	  	300,713	  	360,855	  	360,855
	 1,300,000
	  	195,678	  	260,903	  	326,129	  	391,355	  	391,355
	 1,400,000
	  	210,928	  	281,237	  	351,546	  	421,855	  	421,855
	 1,500,000
	  	226,178	  	301,570	  	376,963	  	452,355	  	452,355
	 1,600,000
	  	241,428	  	321,903	  	402,379	  	482,855	  	482,855
	 1,700,000
	  	256,678	  	342,237	  	427,796	  	513,355	  	513,355
	 1,800,000
	  	271,928	  	362,570	  	453,213	  	543,855	  	543,855
	 1,900,000
	  	287,178	  	382,903	  	478,629	  	574,355	  	574,355
	 2,000,000
	  	302,428	  	403,237	  	504,046	  	604,855	  	604,855
	 2,100,000
	  	317,678	  	423,570	  	529,463	  	635,355	  	635,355
	 2,200,000
	  	332,928	  	443,903	  	554,879	  	665,855	  	665,855
	 2,300,000
	  	348,178	  	464,237	  	580,296	  	696,355	  	696,355
	 2,400,000
	  	363,428	  	484,570	  	605,713	  	726,855	  	726,855
	 2,500,000
	  	378,678	  	504,903	  	631,129	  	757,355	  	757,355



	(1)	Benefits shown are computed on the basis of a straight life annuity. Other available forms of benefits payment under the Retirement Plan, which are the actuarial equivalent of the
straight life annuity, are the joint and surviving spouse annuity, the contingent annuitant option, the life — 10-year-certain option, and the single lump-sum option. The method of payment from the Supplemental Plan is either a single lump sum
or an installment. 

  

	(2)	Under the current law, the maximum annual pension benefit payable under the Internal Revenue Code, applicable to the Retirement Plan, is $165,000 for 2004. Any annual pension
benefit accrued over $165,000 is payable under the Supplemental Plan. 

  

	(3)	 The Retirement Plan and Supplemental Plan were frozen as of November 15, 1998 except for employees who were at least age 50 and had 15 years of credited service as
of December 31, 1998. For the purpose of computing a benefit under these Plans on December, 31, 2004, Mr. Schaefer had 33 years of credited service and Mr. Arnold, 14 years. Mr. Schaefer continues to accrue benefits under these Plans. Mr. Arnold is
not accruing benefits under these Plans but does continue to accrue service for eligibility of an immediate early retirement benefit. Mr. Kabat has a frozen benefit related to his service with Old Kent Financial Corporation. 











	 	 
His annual benefit at age 65 would be approximately $65,400. Mr. Carmichael and Mr. Sullivan joined Fifth Third Bancorp after these plans were frozen and
therefore are not eligible to participate. 


  

	(4)	The amounts shown are the gross benefit amounts provided by both the Retirement Plan and the Supplemental Plan. Plan benefits are determined as 30.5% of final average pay minus
11.1% of the participant’s social security final average compensation (up to his social security covered compensation) with a reduction of 1/30th for each year of credited service less than 30. Benefits are also reduced for termination of
service prior to age 60, for a commencement of benefit payments prior to age 60, and eliminated under the vesting schedule if the participant has less than five (5) vesting years. 

  

	(5)	Compensation for retirement benefit calculations under the Retirement Plan is defined as the base rate of pay plus variable compensation and is based on the final average pay for
the highest five consecutive years out of the ten years preceding retirement. The 2004 base pay plus variable compensation are substantially the same as the amounts shown under the “Salary and Bonus” columns of the Summary Compensation
Table contained in Fifth Third Bancorp’s 2005 proxy Statement. No more than an inflation adjusted $200,000 limit is taken into consideration under the Retirement Plan. Compensation in excess of an inflation adjusted $200,000 limit is taken into
account under the Supplemental Plan.