8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 6, 2013

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO	001-33653	31-0854434
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(800) 972-3030

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former 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))

FORWARD-LOOKING STATEMENTS

This report contains statements about Fifth Third Bancorp (“Fifth Third”) that we believe are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to those described in this current report on Form 8-K or the documents incorporated by reference herein, including the risk factors set forth in our most recent Annual Report on Form 10-K. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us.

There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) general economic conditions and weakening in the economy, specifically the real estate market, either nationally or in the states in which Fifth Third, one or more acquired entities and/or the combined company do business, are less favorable than expected; (2) deteriorating credit quality; (3) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (4) changes in the interest rate environment reduce interest margins; (5) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; (6) Fifth Third’s ability to maintain required capital levels and adequate sources of funding and liquidity; (7) maintaining capital requirements may limit Fifth Third’s operations and potential growth; (8) changes and trends in capital markets; (9) problems encountered by larger or similar financial institutions may adversely affect the banking industry and/or Fifth Third; (10) competitive pressures among depository institutions increase significantly; (11) effects of critical accounting policies and judgments; (12) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board (FASB) or other regulatory agencies; (13) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third, one or more acquired entities and/or the combined company or the businesses in which Fifth Third, one or more acquired entities and/or the combined company are engaged, including the Dodd-Frank Wall Street Reform and Consumer Protection Act; (14) ability to maintain favorable ratings from rating agencies; (15) fluctuation of Fifth Third’s stock price; (16) ability to attract and retain key personnel; (17) ability to receive dividends from its subsidiaries; (18) potentially dilutive effect of future acquisitions on current shareholders’ ownership of Fifth Third; (19) effects of accounting or financial results of one or more acquired entities; (20) difficulties from the separation of or the results of operations of Vantiv, LLC; (21) loss of income from any sale or potential sale of businesses that could have an adverse effect on Fifth Third’s earnings and future growth; (22) ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; and (23) the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity.

You should refer to our periodic and current reports filed with the SEC for further information on other factors which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements. Copies of those filings are available at no cost on the SEC’s Web site at www.sec.gov or on our Web site at www.53.com. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

The purpose of this amendment is to update certain information contained in Item 5.02 of the original filing of this Current Report on Form 8-K on June 10, 2013 and to add Item 5.02 (e) below regarding a Separation Agreement with Mr. Reynolds.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On June 6, 2013, Paul L. Reynolds, Executive Vice President, Chief Risk Officer and Secretary of Fifth Third Bancorp (“Fifth Third”) announced his retirement from those positions. Mr. Reynolds remained employed with Fifth Third through July 26, 2013, which was the effective date of his retirement. Mr. Reynolds has agreed to be available through December 31, 2013 for certain inquiries and transition purposes.

(e) On July 25, 2013, the Registrant entered into a Separation Agreement with Mr. Reynolds related to his retirement. Under the Separation Agreement Mr. Reynolds is entitled to a payment of $1.68 million dollars and treatment as a retiree under the Registrant’s long-term incentive compensation and health benefit plans. The Separation Agreement contains customary releases by Mr. Reynolds as well as certain confidentiality, non-competition and non-solicitation provisions and provisions providing for recoupment of benefits if required by applicable law or regulation. A copy of this agreement is filed as Exhibit 10.1 hereto and is fully incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1	Separation Agreement between Fifth Third Bancorp and Paul Reynolds dated July 25, 2013
Exhibit 99.1	Fifth Third Bancorp News Release dated June 10, 2013.*

* Previously filed with the original filing of this Current Report on Form 8-K on June 10, 2013.

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)
July 30, 2013	/s/ KEVIN T.KABAT
	Kevin T. Kabat
	Vice Chairman and Chief Executive Officer

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT

This SEPARATION AGREEMENT AND WAIVER AND RELEASE OF ALL CLAIMS (hereinafter referred to as “Agreement”) is made this 25^th day of July, 2013, by and between Paul Reynolds, including heirs, agents, and assigns (hereinafter collectively referred to as “Executive”), and Fifth Third Bancorp, Fifth Third Bank, including either of their current and former affiliated or related corporate entities, trustees, agents, assigns, successors, owners, board members, officers, directors, employees, employee benefit plans and agents, attorneys, insurers, and reinsurers (hereinafter collectively referred to as “the Company”).

WHEREAS, the parties desire to resolve all issues related in any way to Executive’s employment with the Company and separation from the Company;

WHEREAS, Executive resigns his offices of Executive Vice President, Secretary, and Chief Risk Officer at the Company as of July 26, 2013;

WHEREAS, the material terms of this Agreement have been approved by the Compensation Committee of the Company’s Board; and

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:

1. In exchange for the promises and releases of Executive set forth in this Agreement, the Company agrees to pay Executive $1,683,000 (one million six hundred eighty-three thousand dollars) in a lump sum, less applicable deductions and for which a form W-2 shall be issued. Executive acknowledges that the payments and promises contained in this Agreement are in exchange for Executive’s release, and are not otherwise owed to Executive under any policy, obligation or benefit plan of the Company. Executive acknowledges that these payments fully satisfy all claims Executive might have against the Company, and Executive waives all

right to interest under Ohio Rev. Code § 1343.03(A). Because the Company has determined that Executive is a “specified employee,” as defined under Section 409A of the Internal Revenue Code of 1986 (the “Code”) and is considered to be owed to the Executive due to his separation from service, the Company shall make payment to Executive under this Agreement on the first business day after the six month period following Executive’s separation from service (the projected payment date is January 27, 2014), provided Executive signed this Agreement and the releases contained herein have not been revoked, as specifically provided under this Agreement. By signing this Agreement, Executive affirms and warrants that Executive has been paid and has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, reimbursements, and benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, vacation pay, paid time off, bonuses, commissions, reimbursements, or benefits are due to Executive. In addition, Executive affirms and warrants that Executive has no workplace injuries or occupational diseases.

2. The Company further agrees that Executive will qualify as a retiree based upon age and years of service as of July 26, 2013 for purposes of all long term incentive grants under the applicable Company incentive compensation plans provided to Executive while an employee and for purposes of the Company’s retiree health benefits. Executive agrees that all other terms and conditions as provided by these long term incentive grants and the retiree health benefits plan remain in effect for each respective grant, except as specifically modified by this Agreement.

3. If the Company determines that any of the payments or benefits provided for under this Agreement are subject to recoupment pursuant to applicable law or regulation, the Company shall, promptly after making such a determination, send Executive a notice or recovery which shall specify the amount to be repaid to the Company and the terms for prompt repayment.

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In the event that the Company determines that any of the payments or benefits provided for under this Agreement are subject to recoupment pursuant to applicable law or regulation for reasons other Executive’s misconduct or acts committed outside the scope of Executive’s employment, then this Agreement (including Executive’s release of claims) shall, at the option of Executive, be void, provided that Executive first returns any requested recoupment payments to the Company.

4. Executive further agrees to respond in good faith to periodic, but limited, inquiries from the Company through December 31, 2013 to assist the Company in its transition, provided such inquiries are of a factual nature and do not require Executive to provide legal advice, guidance, or opinions, or would otherwise involve or constitute legal representation of the Company by Executive.

5. Executive fully and completely releases the Company from any and all claims, liabilities, promises, agreements, lawsuits (including but not limited to claims for attorneys’ fees, costs, back pay, front pay, compensatory damages, and punitive damages). Executive’s release includes but is not limited to claims of discrimination and harassment based upon race, national origin, ancestry, disability, religion, marital status, sexual orientation, gender identity, veteran’s status, sex, and age. Executive’s release includes claims of retaliation and all claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e et seq., the Rehabilitation Act of 1973, 29 U.S.C. §§ 701 et seq., the Reconstruction Era Civil Rights Acts, as amended, 42 U.S.C. §§ 1981 et seq., the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., the Age Discrimination in Employment Act (ADEA), 29 U.S.C. §§ 621 et seq., the Family and Medical Leave Act, 29 U.S.C. §§ 2601, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2100 et seq., the Employee Polygraph Protection Act (EPPA), 29 U.S.C. §§ 2001, et seq., the Immigration Control and Reform Act, 8 U.S.C. § 1324b, the Fair Credit Reporting

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Act (FCRA), 15 U.S.C. §§1681, et seq., the Genetic Information Non-Discrimination Act (“GINA”), 42 U.S.C. §§ 2000ff et. seq., the Ohio Civil Rights Act, § 4112, et seq., the Ohio Workers Compensation Anti-Retaliation Act, § 4123.90, any statute in Ohio, that is related to any of the statutes listed in this paragraph, and any other federal, state, city, or local statute or ordinance that can be released. This full and complete release shall also include claims for compensatory, punitive, liquidated or equitable damages and claims for all common law torts, breach of contract, promissory estoppel, wrongful termination, violations of public policy, constructive discharge, and any other claims, which have been, could be or could have been asserted by Executive or on Executive’s behalf in any forum arising out of or connected with Executive’s employment with the Company, and from all liability whatsoever, whether now known or unknown. Executive releases all claims for events or omissions occurring prior to the date of this Agreement, except that nothing in this Agreement shall be construed to prevent Executive from filing or participating in a charge of discrimination filed with the EEOC or similar state or local administrative agencies. However, by signing this Agreement, Executive waives the right to recover any monetary damages or attorneys’ fees from the Company in any claim or lawsuit brought by or through the EEOC or any other similar state or local agencies or anyone else representing or purportedly representing Executive’s interests against the Company.

6. Executive additionally agrees to fully and completely release the Company from all claims under the Employee Retirement Income Security Act (ERISA), 29 U.S.C. §§ 1001 et seq., the Ohio Whistleblower’s Act, § 4113.52, et seq., and the Sarbanes-Oxley Act, 18 U.S.C. § 1514A, et. seq. to the maximum extent permitted by law and further releases all rights to lead or join a class or collective action against the Company. If any portion of this paragraph is held by a Court to be unenforceable, then the remainder of this Agreement shall remain in full force and effect.

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7. Executive acknowledges that certain claims for alleged discrimination that Executive might otherwise have desired to assert against the Company may depend in part on the identity or characteristics of the person, if any, selected by the Company to replace Executive, and although the identity of any such person may not yet be known, Executive intends by this Agreement to release the Company from and waive all such claims.

8. It is understood and agreed that by entering into this Agreement, the Company does not admit any violation of law, and that the Company has entered into this Agreement solely in the interest of resolving finally all claims and issues relating to Executive’s employment and separation of employment with the Company.

9. Executive agrees to hold in strictest confidence and not disclose to anyone other than Executive’s spouse, attorneys and tax advisers (after advising them to maintain confidentiality), the arrangements or agreements herein or any discussions leading to such arrangements or agreements. In light of this confidentiality obligation, Executive shall not use as a witness to this Agreement anyone who is or has been employed by the Company or who is related to a person who is or has been employed by the Company. In the event that Executive is subject to a subpoena, court order, or otherwise compelled to testify, appear, or provide information regarding the Company, if permitted by law, Executive will, within two business days after receipt, provide written notice to the Company to: Ms. Teresa Tanner, Fifth Third Bank, 38 Fountain Square Plaza, MD 109053, Cincinnati, OH 45236. The Company acknowledges that this Agreement will be filed with the Securities and Exchange Commission and will become available to the public.

10. If despite the full and complete release of claims contained in this Agreement, Executive still files a claim or claims in a lawsuit against the Company for acts or omissions occurring before the signing of this Agreement under Title VII of the Civil Rights Act of 1964,

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as amended, 42 U.S.C. §§ 2000e et seq., the Reconstruction Era Civil Rights Acts, as amended, 42 U.S.C. §§ 1981 et seq., the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., or under any state statute or under state common law — and this Agreement is enforced — then Executive agrees to pay the Company its reasonable attorneys’ fees and expenses in defending such a claim or claims brought by Executive.

11. Executive agrees to cooperate with the Company with respect to any legal issue regarding any matter of which Executive had knowledge during employment with the Company. This cooperation includes appearance at depositions, assistance in responding to discovery demands, preparation for trials, and appearance at trial, but does not include providing legal advice, guidance, or opinions or any action that would constitute legal representation of the Company by the Executive. If Executive is contacted by someone other than the Company concerning any legal issue involving the Company, if permitted by law, Executive shall immediately notify the Company of such contact. Such notification shall be made to: Ms. Teresa Tanner, Fifth Third Bank, 38 Fountain Square Plaza, MD 109053, Cincinnati, OH 45236. Nothing in this Agreement shall be construed as requiring the Executive to do anything other than be truthful in any testimony or communication in connection with any legal issue or any other matters involving or regarding the Company.

12. Executive affirms and warrants that Executive has returned to the Company all property of the Company in satisfactory condition (as well as any and all property leased to or owned by the Company), including but not limited to, all keys, credit or access cards, equipment, documents, copies of documents, materials, reports, drafts of reports, studies, computer disks, customer contact information, blackberries, phones, PDA’s, laptops, computers, and all information stored in any electronic form. Executive understands and acknowledges that Executive will not be entitled to receive any of the benefits under this Agreement unless all

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property of the Company is returned to the Company in satisfactory condition on or before the execution of this Agreement. Executive further agrees that once electronic information is returned to the Company, Executive will promptly delete and permanently destroy any electronic information of the Company remaining on the Executive’s computers or other electronic equipment. Finally, Executive will be permitted to retain his cell phone, telephone number, and contact information contained on that cell phone, provided that Executive provides the cell phone to the Company so that the Company can erase all business-related information contained on the cell phone.

13. Executive’s and the Company’s Confidential Information and Non-Solicitation Agreement shall remain in place, except as follows: (i) Section II(a) shall not prevent Executive from the practice of law, provided that Executive abides by the remainder of the Confidential Information and Non-Solicitation Agreement; and (ii) Section II(a) shall not prevent Executive from working for any other bank or financial institution, provided that Executive abides by the remainder of the Confidential Information and Non-Solicitation Agreement and provided that Executive does not consult with, become employed by, or render services to PNC, US Bank, KeyBank, or Huntington Bank. Executive and the Company agree that the restrictions contained in Section II of the Confidential Information and Non-Solicitation Agreement shall expire on July 26, 2014. Furthermore, if there is any conflict between the Confidential Information and Non-Solicitation Agreement and this Agreement, this Agreement shall prevail. Provided that Executive’s activities are in compliance with this paragraph, Executive and the Company agree that Executive’s work in the financial services industry will not be deemed to violate the Award Agreements provided under the corresponding Company incentive compensation plan and listed on attached Exhibit 1 and shall not affect the Executive’s status as a retiree for purposes of (i) the Long Term Incentives granted to Executive, and as discussed in paragraph 2.1(ii) of the

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Company’s 2011 Incentive Compensation Plan; and (ii) Executive’s rights to participate in the Company’s Retiree Medical Plan.

14. Executive agrees that this Agreement is the sole agreement between the parties, and all other agreements or negotiations leading up to this Agreement shall not be considered enforceable for any reason, except for the following agreements which shall remain in place and as specifically modified by this Agreement: (i) the Confidential Information and Non-Solicitation Agreement (as discussed above); and (ii) the Award Agreements provided under the corresponding Company incentive compensation plan and listed on attached Exhibit 1. The provisions of the Award Agreements that survive Executive’s employment with the Company shall continue to be in full force and be binding. Moreover, this Agreement does not alter Executive’s right to indemnification by the Company, including any rights under Directors’ and Officers’ insurance coverage for acts committed within the scope of employment.

15. Executive further agrees that true and accurate photocopies of this Agreement shall be enforceable. Ohio law shall apply to any dispute involving or arising out of this Agreement that concern issues of state law. Any dispute between the Company and the Executive shall take place in the state or federal courts located in Hamilton County, Ohio.

16. Executive agrees that the Company’s failure to enforce any provision of this Agreement shall not be deemed a waiver.

17. Executive acknowledges that Executive has not relied upon any advice, representations or warranties whatsoever concerning Executive’s tax obligations, liabilities and/or consequences of the settlement provisions provided under this Agreement or any of the benefits or payments provided under this Agreement, except those provided by the Company’s Wealth Management & Private Banking Services. The Company acknowledges that Executive is a client of the Company’s Wealth Management & Private Banking Services, but Executive

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acknowledges that he has had the opportunity to obtain third-party advice concerning Executive’s tax obligations, liabilities, and/or consequences surrounding this Agreement. Executive agrees that the Company is not liable for any tax advice discussed during the negotiations of this Agreement. This waiver does not include tax advice provided to the Executive as a client of the Company’s Wealth Management & Private Banking Services.

18. Executive is advised to consult with an attorney concerning this Agreement, and Executive has been given 21 days to consider this Agreement (although Executive is free to sign this Agreement before the 21 days has expired, if Executive chooses to do so). After signing this Agreement, Executive has 7 days to revoke this Agreement. If Executive decides to revoke this Agreement during this 7 day period, Executive must do so in writing and by certified mail to: Ms. Teresa Tanner, Fifth Third Bank, 38 Fountain Square Plaza, MD 109053, Cincinnati, OH 45236. If Executive revokes this Agreement during this 7 day period, the Company shall have no obligations to Executive under this Agreement, and this Agreement shall be null and void in all respects.

19. It is further agreed that neither this Agreement nor any part of this Agreement will be used (or admitted into evidence) in any legal proceeding, except: (i) to enforce this Agreement; (ii) for use in workers’ compensation or unemployment proceedings; or (iii) to establish Executive’s affirmations or warranties contained in this Agreement.

20. EXECUTIVE, BY SIGNING THIS AGREEMENT, UNDERSTANDS THAT EXECUTIVE HAS RELEASED ALL CLAIMS AGAINST THE COMPANY (AS DEFINED IN THIS AGREEMENT), INCLUDING BUT NOT LIMITED TO CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AND ALL CLAIMS TO REINSTATEMENT, DAMAGES, AND PAYMENT OF ATTORNEYS’ FEES. EXECUTIVE ACKNOWLEDGES THAT THE BENEFITS EXECUTIVE IS TO RECEIVE UNDER THIS

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AGREEMENT ARE BENEFITS TO WHICH EXECUTIVE IS NOT OTHERWISE ENTITLED. EXECUTIVE ENTERS INTO THIS AGREEMENT KNOWINGLY, VOLUNTARILY AND AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL AND TO REVIEW THIS DOCUMENT IN ITS ENTIRETY.

/s/ Paul Reynolds                              7-25-2013		/s/ Marc D. Brandt                                                             7-25-13
Paul Reynolds                                          Date		Witness	Date
Fifth Third Bancorp
By	/s/Teresa J. Tanner                                     07/25/2013	/s/ Marc D. Brandt                                                             7-25-13
Date		Witness	Date
Its	Chief Human Resources Officer

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EXHIBIT 1

Type	Grant Date		Grant ID	Quantity
Restricted Stock Awards		4/19/2011	2011RSAEXE		6,237
Restricted Stock Awards		2/21/2012	MSPPMATCH		3,005
Restricted Stock Awards		4/17/2012	2012RSAEXE		11,604
Restricted Stock Awards		2/19/2013	MSPPMATCH		8,224
Restricted Stock Awards		4/16/2013	2013CAT1RS		26,006
Performance Shares		4/19/2011	2011PSA		17,832
Performance Shares		4/17/2012	2012PSA		18,012
Performance Shares		4/16/2013	2013PSA		19,517
Stock Appreciation Rights		4/19/2004	2004SAR		45,000
Stock Appreciation Rights		4/8/2005	2004SAR		46,154
Stock Appreciation Rights		1/23/2006	2004SAR		30,000
Stock Appreciation Rights		4/7/2006	2004SAR		35,550
Stock Appreciation Rights		4/9/2007	2007SAR		33,333
Stock Appreciation Rights		4/15/2008	2008SAREXE		46,154
Stock Appreciation Rights		4/21/2009	2009SAREXE		80,000
Stock Appreciation Rights		4/19/2011	2011SAREXE		95,238
Stock Appreciation Rights		4/17/2012	2012SAREXE		118,203
Stock Appreciation Rights		4/16/2013	2013CAT1SR		69,079