Current Report

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):    December 28, 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 December 28, 2005, Fifth Third Bancorp amended and restated The Fifth Third Bancorp Nonqualified Deferred Compensation Plan. The changes in the plan were designed to provide that profit sharing and matching contributions would vest immediately rather than over time as would have been the case if a prior amendment were to have become effective.

 

This description of the amended and restated plan is qualified in its entirety by reference to the plan 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 –   The Fifth Third Bancorp Nonqualified Deferred Compensation Plan, as amended and restated.

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)
January 4, 2006   By:     

/S/ PAUL L. REYNOLDS

           Paul L. Reynolds
          

Executive Vice President, Secretary

and General Counsel