Fifth Third Bank 2009 Annual Report Download - page 129

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ANNUAL REPORT ON FORM 10-K
Fifth Third Bancorp 127
10.26 Peninsula Bank of Central Florida Key Employee Stock Option
Plan. Incorporated by reference to Southern Community Bancorp’s
Annual Report on Form 10-K for the year ended December 31,
2003. *
10.27 Peninsula Bank of Central Florida Director Stock Option Plan.
Incorporated by reference to Southern Community Bancorp’s
Annual Report on Form 10-K for the year ended December 31,
2003. *
10.28 First Bradenton Bank Amended and Restated Stock Option Plan.
Incorporated by reference to Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2004. *
10.29 Letter Agreement with R. Mark Graf. Incorporated by reference to
the Exhibits to Registrant’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2005. *
10.30 Amendment Dated January 16, 2006 to the Letter Agreement with
R. Mark Graf. Incorporated by reference to Registrant’s Current
Report on Form 8-K filed with the Securities and Exchange
Commission on January 17, 2006.
10.31 Separation Agreement between Fifth Third Bancorp and Neal E.
Arnold dated as of December 14, 2005. Incorporated by reference
to Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 22, 2005. *
10.32 Stipulation and Agreement of Settlement dated March 29, 2005, as
Amended. Incorporated by reference to Registrant’s Current Report
on Form 8-K filed with the Securities and Exchange Commission
on November 18, 2005.
10.33 Amendment to Stipulation dated May 10, 2005. Incorporated by
reference to Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 18, 2005.
10.34 Second Amendment to Stipulation dated August 12, 2005.
Incorporated by reference to Registrant’s Current Report on Form
8-K filed with the Securities and Exchange Commission on
November 18, 2005.
10.35 Order and Final Judgment of the United States District Court for the
Southern District of Ohio. Incorporated by reference to
Registrant’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on November 18, 2005.
10.36 Offer letter from Fifth Third Bancorp to Ross J. Kari. Incorporated
by reference to Registrant’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 12, 2008. *
10.37 Separation Agreement between Fifth Third Bancorp and
Christopher G. Marshall dated May 1, 2008. Incorporated by
reference to Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 2, 2008. *
10.38 Letter Agreement, dated December 31, 2008, including Securities
Purchase Agreement – Standard Terms incorporated by reference
therein, between the Company and the United States Department of
the Treasury. Incorporated by reference to Registrant’s Current
Report on Form 8-K filed with the Securities and Exchange
Commission on December 31, 2008.
10.39 Form of Waiver, executed by each of Messrs. Kevin Kabat, Ross
Kari, Greg Carmichael, Charles Drucker, Bruce Lee, Dan Poston,
Robert A. Sullivan and Terry Zink. Incorporated by reference to
Registrant’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 31, 2008. *
10.40 Form of Letter Agreement, executed by each of Messrs. Kevin
Kabat, Ross Kari, Greg Carmichael, Charles Drucker, Bruce Lee,
Dan Poston, Robert A. Sullivan and Terry Zink with the Company.
Incorporated by reference to Registrant’s Current Report on Form
8-K filed with the Securities and Exchange Commission on
December 31, 2008. *
10.41 Form of Executive Agreements effective December 31, 2008,
between Fifth Third Bancorp and Kevin T. Kabat, Robert A.
Sullivan, Greg D. Carmichael, Ross Kari, Bruce K. Lee, Charles D.
Drucker and Terry Zink. Incorporated by reference to Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 31, 2008. *
10.42 Form of Executive Agreements effective December 31, 2008,
between Fifth Third Bancorp and Nancy Phillips, Daniel T. Poston,
Paul L. Reynolds and Mary E. Tuuk. Incorporated by reference to
Registrant’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 31, 2008. *
10.43 Form of Executive Agreement effective December 31, 2008,
between Fifth Third Bancorp and Mahesh Sankaran. Incorporated
by reference to Registrant’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 31, 2008. *
10.44 Warrant dated June 30, 2009 issued by FTPS Holding, LLC to Fifth
Third Bank. Incorporated by reference to the Registrant’s Current
Report on Form 8-K filed with the Commission on July 2, 2009.
10.45 Amended & Restated Limited Liability Company Agreement
(excluding certain exhibits) dated as of June 30, 2009 among
Advent-Kong Blocker Corp., Fifth Third Bank, FTPS Partners,
LLC, JPDN Enterprises, LLC and FTPS Holding, LLC.
Incorporated by reference to the Registrant’s Current Report on
Form 8-K filed with the Commission on July 2, 2009.
10.46 Amendment and Restatement Agreement and Reaffirmation
(excluding certain schedules) dated as of June 30, 2009 among Fifth
Third Processing Solutions, LLC, FTPS Holding, LLC, Card
Management Company, LLC, Fifth Third Holdings, LLC and Fifth
Third Bank. Incorporated by reference to the Registrant’s Current
Report on Form 8-K filed with the Commission on July 2, 2009.
10.47 Registration Rights Agreement dated as of June 30, 2009 among
Advent-Kong Blocker Corp., Fifth Third Bank, FTPS Partners,
LLC, JPDN Enterprises, LLC and FTPS Holding, LLC.
Incorporated by reference to the Registrant’s Current Report on
Form 8-K filed with the Commission on July 2, 2009.
10.48 Form of Agreement Regarding Portion of Salary Payable in
Phantom Stock Units dated October 16, 2009 executed by Kevin
Kabat, Greg Carmichael, Greg Kosch, Bruce Lee, Dan Poston, Paul
Reynolds, Robert Sullivan, and Terry Zink. Incorporated by
reference to the Registrant’s Quarterly Report on 10-Q for the
quarter ended September 30, 2009. *
12.1 Computations of Consolidated Ratios of Earnings to Fixed Charges.
12.2 Computations of Consolidated Ratios of Earnings to Combined
Fixed Charges and Preferred Stock Dividend Requirements.
14 Code of Ethics. Incorporated by reference to Exhibit 14 of the
Registrant’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 23, 2007.
21 Fifth Third Bancorp Subsidiaries, as of December 31, 2009.
23 Consent of Independent Registered Public Accounting Firm-
Deloitte & Touche LLP.
31(i) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 by Chief Executive Officer.
31(ii) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 by Chief Financial Officer.
32(i) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
Chief Executive Officer.
32(ii) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
Chief Financial Officer.
99.1 Certification Pursuant to Section 111 (b)(4) of the Emergency
Economic Stabilization Act of 2008 by Chief Executive Officer
99.2 Certification Pursuant to Section 111 (b)(4) of the Emergency
Economic Stabilization Act of 2008 by Chief Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the
Consolidated Balance Sheets, (ii) the Consolidated Statements of
Income, (iii) the Consolidated Statements of Changes in
Shareholders’ Equity, (iv) the Consolidated Statements of Cash
Flows, and (v) the Notes to Consolidated Financial Statements
tagged as blocks of text. **
(1) Fifth Third Bancorp also entered into an identical security on March 4, 2008
representing an additional $500,000,000 of its 8.25% Subordinated Notes due
2038.
(2) Fifth Third Bancorp also entered into an identical security on April 30, 2008
representing an additional $250,000,000 of its 6.25% Senior Notes due 2013.
* Denotes management contract or compensatory plan or arrangement.
** As provided in Rule 406T of Regulation S-T, this information is furnished
and not filed for purposes of Sections 11 and 12 of the Securities Act of
1933 and Section 18 of the Securities Exchange Act of 1934.