8-K

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): November 4, 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 November 4, 2005, Fifth Third amended the Old Kent Directors’ Deferred Compensation Plan. The changes in the plan were mostly designed to comply with the enactment of new Internal Revenue Code Section 409A.

As permitted by the new legislation, the amendment provides participants a one-time election to either take a complete taxable payout in 2005, or, in the alternative, to have their benefit deferred and administered under the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, as amended and restated.

This description of the amended plan is qualified in its entirety by reference to the amendment 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 – 2005-1 Amendment to Old Kent Directors’ Deferred Compensation Plan.

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)
November 10, 2005	By:	/S/    PAUL L. REYNOLDS
		Paul L. Reynolds Executive Vice President, Secretary and General Counsel

EX-10.1

EXHIBIT 10.1

2005-1 Amendment

to

Old Kent Directors’ Deferred Compensation Plan

W I T N E S S E T H :

WHEREAS, Fifth Third Financial Corporation, as successor to Old Kent Financial Corporation, maintains the Old Kent Directors’ Deferred Compensation Plan;

WHEREAS, section 8.1 of the Old Kent Directors’ Deferred Compensation Plan reserves to the Fifth Third Financial Corporation the power to amend the plan;

WHEREAS, Fifth Third Financial Corporation would like to amend the plan and to provide for its complete amendment and restatement into the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors;

NOW, THEREFORE, pursuant to the reserved power of amendment contained in section 8.1 of the Old Kent Directors’ Deferred Compensation Plan, the Plan is hereby amended in the following respects:

1. Amendment and Restatement of Plan. Subject to the transition rules set forth below, the Old Kent Directors’ Deferred Compensation Plan is hereby amended and restated in its entirety effective January 1, 2005, as the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective as of January 1, 2005).

As such, the plan document (and any future amendments) comprising the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors shall be controlling with respect to benefits attributable to the Old Kent Directors’ Deferred Compensation Plan; provided, however, prior to such date in 2005 as determined by the Administrator, the Old Kent Directors’ Deferred Compensation Plan may be administered based on the provisions of the plan document and amendments comprising such plan, as they existed prior to this amendment and restatement, to the extent consistent with Internal Revenue Code section 409A. Otherwise such plan document and amendments shall have no further force and effect.

The Old Kent Directors’ Deferred Compensation Plan shall constitute a “Predecessor Plan” as defined in the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors.

2. Election to Terminate Participation. The Administrator, in its sole and absolute discretion, may offer to any Participant the option to terminate participation in the Old Kent Directors’ Deferred Compensation Plan and to receive in 2005 a complete payout of his account. Any such election shall be administered by the Administrator in compliance with Internal Revenue Service Notice 2005-1 and any other applicable legal authority. The amount and other aspects of the payment shall be determined by the Administrator generally in accordance with the Old Kent Directors’ Deferred Compensation Plan document and amendments, as they existed prior to the amendment and restatement, but the Administrator shall have the authority to vary from such documents, as it deems necessary or appropriate, to complete the payout.

Specifically, but without limitation, the Administrator, in its discretion, may condition the ability of a Participant to receive a complete payout of his account in 2005, on the Participant consenting to Fifth Third Financial Corporation’s amendment of the Old Kent Executive Benefit Trust and removal of Wachovia Bank, N.A. as trustee.

3. Ongoing Payment Provisions.

a. Participants Who Remain as Directors or Not in Pay Status. This subsection shall apply to a Participant who remains a Director (as defined in the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors) as of a date in 2005 determined by the Administrator, or who is not a Director but who has not yet received or commenced receiving payment of his account. Such a Participant who does not elect a complete payout in 2005 of his Old Kent Directors’ Deferred Compensation Plan account, shall be subject to the payment provisions under the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors. Any prior elections and payment provisions under the Old Kent Directors’ Deferred Compensation Plan shall be of no further force and effect. As provided in the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, such a Participant may make a payment election in 2005 for his entire Account under that Plan, including his Predecessor Plan Account (attributable to his benefit from the Old Kent Directors’ Deferred Compensation Plan).

b. Participants in Pay Status in 2005. A Participant who has commenced receiving installment payments in 2005 or earlier, and who does not elect a complete payout in 2005 of his Old Kent Directors’ Deferred Compensation Plan account, shall continue to be paid such benefit (Predecessor Plan Account) in accordance with his controlling payment election or plan provision in effect under the Old Kent Directors’ Deferred Compensation Plan, prior to its amendment and restatement, subject to the following:

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(i) as provided in the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, the annual payment date shall be as of the first business day of August, and payments may be made after such date for administrative convenience.

(ii) except for the $10,000 cashout provision, such payment election shall be subject to the terms and conditions of the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors (including, without limitation, the $25,000 cashout provision).

IN WITNESS WHEREOF, Fifth Third Financial Corporation has caused this amendment to be adopted this 4th day of November, 2005.

Fifth Third Financial Corporation

By:    /S/ PAUL L. REYNOLDS

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