UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2005
FIFTH THIRD BANCORP
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of incorporation)
| 0-8076 |
31-0854434 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
| Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio |
45263 | |
| (Address of principal executive offices) |
(Zip Code) |
(513) 534-5300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 4, 2005, Fifth Third amended the Old Kent Directors’ Deferred Compensation Plan. The changes in the plan were mostly designed to comply with the enactment of new Internal Revenue Code Section 409A.
As permitted by the new legislation, the amendment provides participants a one-time election to either take a complete taxable payout in 2005, or, in the alternative, to have their benefit deferred and administered under the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, as amended and restated.
This description of the amended plan is qualified in its entirety by reference to the amendment itself, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit 10.1 – 2005-1 Amendment to Old Kent Directors’ Deferred Compensation Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIFTH THIRD BANCORP (Registrant) | ||||
| November 10, 2005 | By: |
/S/ PAUL L. REYNOLDS | ||
| Paul L. Reynolds Executive Vice President, Secretary and General Counsel | ||||