Amended and Restated
Fifth Third Bancorp
1993 Stock Purchase Plan
The FIFTH THIRD BANCORP 1993 STOCK PURCHASE PLAN (the “Plan”) is hereby amended and restated effective
January 1, 2004, pursuant to the direction of the Board of Directors of Fifth Third Bancorp, an Ohio corporation (“Company”).
All capitalized terms not otherwise defined have the meaning set forth in Section 21 of this Plan.
Purpose. The purpose of the Plan is to facilitate the purchase of the Company’s Common Stock by Company
employees on terms and conditions that enhance the ability of the employees to acquire a financial interest in the
Company. The Company believes that employee ownership will promote productivity and encourage continued
growth of the Company for the mutual benefit of the Company’s employees and shareholders.
2. Eligibility. Any full-time or part-time Employee of the Company or any Subsidiary who is at least eighteen years of
age is eligible to participate in the Plan upon hire. The Company’s Directors and executive officers (as defined by the
rules and regulations of the Securities and Exchange Commission) are not eligible to participate in the Plan .
3. Number of Shares of Common Stock Subject to Plan. The total number of shares of Common Stock that may be
purchased under the Plan from and after January 1, 2004 shall not exceed, in the aggregate, 1,000,000 shares of
Common Stock (subject to adjustment as set forth below). If the number of shares of Common Stock outstanding is
hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of (a) any reorganization, merger, consolidation,
recapitalization, reclassification, stock split, reverse stock split, combination of shares, or dividend payable in shares
of Common Stock, or (b) any other similar corporate transaction or event that affects the Common Stock such that an
adjustment is deter