2005-1 Amendment to Old Kent Directors' Deferred Compensation Plan



 EXHIBIT 10.1 
  
 2005-1 Amendment 
 to 
 Old Kent Directors’ Deferred Compensation Plan 


 
 W I T N E S S E T H : 
  
 WHEREAS, Fifth Third Financial Corporation, as successor to Old Kent Financial Corporation,
maintains the Old Kent Directors’ Deferred Compensation Plan; 
  
 WHEREAS,
section 8.1 of the Old Kent Directors’ Deferred Compensation Plan reserves to the Fifth Third Financial Corporation the power to amend the plan; 
  
 WHEREAS, Fifth Third Financial Corporation would like to amend the plan and to provide for its complete amendment and restatement into the Fifth Third Bancorp Unfunded
Deferred Compensation Plan for Non-Employee Directors; 
  
 NOW, THEREFORE,
pursuant to the reserved power of amendment contained in section 8.1 of the Old Kent Directors’ Deferred Compensation Plan, the Plan is hereby amended in the following respects: 
  

	1.	Amendment and Restatement of Plan. Subject to the transition rules set forth below, the Old Kent Directors’ Deferred Compensation Plan is hereby amended and restated in
its entirety effective January 1, 2005, as the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective as of January 1, 2005). 

  
 As such, the plan document (and any future amendments) comprising the Fifth
Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors shall be controlling with respect to benefits attributable to the Old Kent Directors’ Deferred Compensation Plan; provided, however, prior to such date in 2005 as
determined by the Administrator, the Old Kent Directors’ Deferred Compensation Plan may be administered based on the provisions of the plan document and amendments comprising such plan, as they existed prior to this amendment and restatement,
to the extent consistent with Internal Revenue Code section 409A. Otherwise such plan document and amendments shall have no further force and effect. 
  
 The Old Kent Directors’ Deferred Compensation Plan shall constitute a “Predecessor Plan” as defined in the Fifth Third Bancorp Unfunded
Deferred Compensation Plan for Non-Employee Directors. 
  

	2.	Election to Terminate Participation. The Administrator, in its sole and absolute discretion, may offer to any Participant the option to terminate participation in the Old
Kent Directors’ Deferred Compensation Plan and to receive in 2005 a complete payout of his account. Any such election shall be administered by the Administrator 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 Administrator generally in accordance with the Old Kent Directors’ Deferred Compensation Plan document and amendments, as they existed prior to the
amendment and restatement, but the Administrator shall have the authority to vary from such documents, as it deems necessary or appropriate, to complete the payout. 








 Specifically, but without limitation, the Administrator, in its discretion, may condition the ability of
a Participant to receive a complete payout of his account in 2005, on the Participant consenting to Fifth Third Financial Corporation’s amendment of the Old Kent Executive Benefit Trust and removal of Wachovia Bank, N.A. as trustee. 

 

	3.	Ongoing Payment Provisions. 

  

	 	a.	Participants Who Remain as Directors or Not in Pay Status. This subsection shall apply to a Participant who remains a Director (as defined in the Fifth Third Bancorp Unfunded
Deferred Compensation Plan for Non-Employee Directors) as of a date in 2005 determined by the Administrator, or who is not a Director but who has not yet received or commenced receiving payment of his account. Such a Participant who does not elect a
complete payout in 2005 of his Old Kent Directors’ Deferred Compensation Plan account, shall be subject to the payment provisions under the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors. Any prior elections
and payment provisions under the Old Kent Directors’ Deferred Compensation Plan shall be of no further force and effect. As provided in the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, such a Participant
may make a payment election in 2005 for his entire Account under that Plan, including his Predecessor Plan Account (attributable to his benefit from the Old Kent Directors’ Deferred Compensation Plan). 

  

	 	b.	Participants in Pay Status in 2005. A Participant who has commenced receiving installment payments in 2005 or earlier, and who does not elect a complete payout in 2005 of his
Old Kent Directors’ Deferred Compensation Plan account, shall continue to be paid such benefit (Predecessor Plan Account) in accordance with his controlling payment election or plan provision in effect under the Old Kent Directors’
Deferred Compensation Plan, prior to its amendment and restatement, subject to the following: 

  

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	 	(i)	as provided in the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, the annual payment date shall be as of the first business day of August, and
payments may be made after such date for administrative convenience. 

  

	 	(ii)	except for the $10,000 cashout provision, such payment election shall be subject to the terms and conditions of the Fifth Third Bancorp Unfunded Deferred Compensation Plan for
Non-Employee Directors (including, without limitation, the $25,000 cashout provision). 

  
 IN WITNESS WHEREOF, Fifth Third Financial Corporation has caused this amendment to be adopted this 4th day of November, 2005. 
  
 Fifth Third Financial Corporation 
  
 By:    /S/ PAUL L. REYNOLDS

  

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