Fifth Third Bank 2010 Annual Report Download - page 141

Fifth Third Bancorp 139
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
The information required by this item relating to the Executive
Officers of the Registrant is included in PART I under
“EXECUTIVE OFFICERS OF THE BANCORP.”
The information required by this item concerning Directors
and the nomination process is incorporated herein by reference
under the caption “ELECTION OF DIRECTORS” of the
Bancorp’s Proxy Statement for the 2011 Annual Meeting of
Shareholders.
The information required by this item concerning the Audit
Committee and Code of Business Conduct and Ethics is
incorporated herein by reference under the captions
“CORPORATE GOVERNANCE” and “BOARD OF
DIRECTORS, ITS COMMITTEES, MEETINGS AND
FUNCTIONS” of the Bancorp’s Proxy Statement for the 2011
Annual Meeting of Shareholders.
The information required by this item concerning Section
16 (a) Beneficial Ownership Reporting Compliance is
incorporated herein by reference under the caption “SECTION
16 (a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE” of the Bancorp’s Proxy Statement for the 2011
Annual Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by
reference under the captions “COMPENSATION DISCUSSION
AND ANALYSIS,” “COMPENSATION OF NAMED
EXECUTIVE OFFICERS AND DIRECTORS,”
“COMPENSATION COMMITTEE REPORT” and
“COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION” of the Bancorp’s Proxy Statement
for the 2011 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Security ownership information of certain beneficial owners and
management is incorporated herein by reference under the
captions “CERTAIN BENEFICIAL OWNERS,” “ELECTION
OF DIRECTORS,” “COMPENSATION DISCUSSION AND
ANALYSIS” and “COMPENSATION OF NAMED
EXECUTIVE OFFICERS AND DIRECTORS” of the Bancorp’s
Proxy Statement for the 2011 Annual Meeting of Shareholders.
The information required by this item concerning Equity
Compensation Plan information is included in Note 25 of the
Notes to the Consolidated Financial Statements.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by
reference under the captions “CERTAIN TRANSACTIONS”,
“ELECTION OF DIRECTORS”, “CORPORATE
GOVERNANCE” and “BOARD OF DIRECTORS, ITS
COMMITTEES, MEETINGS AND FUNCTIONS” of the
Bancorp’s Proxy Statement for the 2011 Annual Meeting of
Shareholders.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES
The information required by this item is incorporated herein by
reference under the caption “PRINCIPAL INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FEES” of the
Bancorp’s Proxy Statement for the 2011 Annual Meeting of
Shareholders.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES
Financial Statements Filed Pages
Report of Independent Registered Public Accounting Firm 67
Fifth Third Bancorp and Subsidiaries Consolidated Financial
Statements 68-71
Notes to Consolidated Financial Statements 72-128
The schedules for the Bancorp and its subsidiaries are omitted
because of the absence of conditions under which they are
required, or because the information is set forth in the
Consolidated Financial Statements or the notes thereto.
The following lists the Exhibits to the Annual Report on Form 10-K.
2.1
Master Investment Agreement (excluding exhibits and schedules)
dated as of March 27, 2009 and amended as of June 30, 2009,
among Fifth Third Bank, Fifth Third Financial Corporation,
Advent-Kong Blocker Corp., FTPS Holding, LLC and Fifth Third
Processing Solutions, LLC. Incorporated by reference to the
Registrant’s Current Report on Form 8-K filed with the
Commission on July 2, 2009.
3.1
Second Amended Articles of Incorporation of Fifth Third Bancorp,
as amended. Incorporated by reference to the Registrant’s Annual
Report on Form 10-K for the year ended December 31, 2008.
3.2
Code of Regulations of Fifth Third Bancorp, as amended.
Incorporated by reference to the Registrant’s Current Report on
Form 8-K filed with the Commission on June 21, 2010.
4.1
Junior Subordinated Indenture, dated as of March 20, 1997 between
Fifth Third Bancorp and Wilmington Trust Company, as Debenture
Trustee. Incorporated by reference to Registrant’s Current Report
on Form 8-K filed with the Securities and Exchange Commission
on March 26, 1997.
4.2
Amended and Restated Trust Agreement, dated as of March 20,
1997 of Fifth Third Capital Trust II, among Fifth Third Bancorp, as
Depositor, Wilmington Trust Company, as Property Trustee, and
the Administrative Trustees named therein. Incorporated by
reference to Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 26, 1997.
4.3
Guarantee Agreement, dated as of March 20, 1997 between Fifth
Third Bancorp, as Guarantor, and Wilmington Trust Company, as
Guarantee Trustee. Incorporated by reference to Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 26, 1997.
4.4
Agreement as to Expense and Liabilities, dated as of March 20,
1997 between Fifth Third Bancorp, as the holder of the Common
Securities of Fifth Third Capital Trust I and Fifth Third Capital
Trust II. Incorporated by reference to Registrant’s Current Report
on Form 8-K filed with the Securities and Exchange Commission
on March 26, 1997.
4.5 Indenture, dated as of May 23, 2003, between Fifth Third Bancorp
and Wilmington Trust Company, as Trustee. Incorporated by
reference to Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 22, 2003.
4.6 Global security representing Fifth Third Bancorp’s $500,000,000
4.50% Subordinated Notes due 2018. Incorporated by reference to
Registrant’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 22, 2003.
4.7 First Supplemental Indenture, dated as of December 20, 2006,
between Fifth Third Bancorp and Wilmington Trust Company, as
Trustee. Incorporated by reference to Registrant's Annual Report on
Form 10-K filed for the fiscal year ended December 31, 2006.
4.8 Global security representing Fifth Third Bancorp’s $500,000,000
5.45% Subordinated Notes due 2017. Incorporated by reference to
Registrant's Annual Report on Form 10-K filed for the fiscal year
ended December 31, 2006.
4.9 Global security representing Fifth Third Bancorp’s $250,000,000
Floating Rate Subordinated Notes due 2016. Incorporated by
reference to Registrant's Annual Report on Form 10-K filed for the
fiscal year ended December 31, 2006.
4.10 First Supplemental Indenture dated as of March 30, 2007 between
Fifth Third Bancorp and Wilmington Trust Company, as trustee, to
the Junior Subordinated Indenture dated as of May 20, 1997
between Fifth Third and the Trustee. Incorporated by reference to
Registrant’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 30, 2007.