T HIS A GREEMENT between FIFTH THIRD BANCORP, an Ohio Corporation, and its Subsidiaries (individually and
collectively, the “Company”) and (the “Executive”), effective as of February 19, 2007.
R ECITALS :
WHEREAS , the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control
(as hereinafter defined in Section 2(c)) exists and that the threat of or the occurrence of a Change in Control can result in
significant distractions of its key management personnel because of the uncertainties inherent in such a situation; and
WHEREAS , the Board has determined that it is essential and in the best interest of the Company and its shareholders to
retain the services of the Executive in the event of a threat or occurrence of a Change in Control and to ensure such Executive’s
continued dedication and efforts in such event without undue concern for personal financial and employment security; and
WHEREAS , in order to induce the Executive to remain in the employ of the Company, particularly in the event of a threat
of or the occurrence of a Change in Control, the Company desires to enter into this Agreement with the Executive.
A GREEMENT :
1. Term of Agreement. This Agreement will begin on the date entered above and will continue in effect through
December 31, 2007. On December 31, 2007, and on the anniversary date of each term thereafter (a “Renewal Date”), the term of
this Agreement will be extended automatically for an additional one-year period unless, not later than 30 days prior to such
Renewal Date, the Company gives written notice to the Executive that it has elected not to extend this Agreement.
Notwithstanding the above, if a “Change in Control” (as defined herein) of the Company occurs during the term of this
Agreement, the term of this Agreement will be extended for 24 months beyond the end of the month in which any such Change
in Control occurs.
2. Definitions. The following defined terms shall have