2003 Committee Charter : FITB

CHARTER
OF THE
STOCK OPTION AND COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS OF FIFTH THIRD BANCORP
AS APPROVED BY THE BOARD OF DIRECTORS
ON DECEMBER 17, 2002
I. AUTHORITY AND MEMBERSHIP
Committee members are appointed annually by the Board of Directors of Fifth
Third Bancorp (the "Corporation") on the recommendation of the Nominating and
Corporate Governance Committee. The members shall serve until their successors are
duly elected and qualified by the Board. The Committee must number at least three, all
of whom must meet the independence requirements applicable to Nasdaq National
Market issuers or such other exchange or system upon which the Corporation's securities
are listed, quoted and/ or traded ("Nasdaq") and any standards of independence as ma y be
prescribed for purposes of any federal securities, tax or other laws relating to the
Committee's duties and responsibilities. Each member of the Committee shall meet both
the definition of "non-employee director" under Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act") and the definition of "outside director" for
purposes of Section 162(m) of the Internal Revenue Code of 1986. No member of the
Committee shall be an officer or former officer of the Corporation or an "affiliated
person" of the Corporation or any of its subsidiaries. No member of the Committee may
have any interlocking relationships required to be disclosed under the federal securities
laws, including Item 402(j)(3) of Regulation S-K.
Director's fees are the only compensation that a Committee member may receive
directly or indirectly from or on behalf of the Corporation .
The Board will appoint one of the members of the Committee to serve as
Committee Chair. The Committee may also appoint a Secretary, who need not be a
Director.
The Committee has the authority, to the extent it deems necessary or appropriate,
to retain independent legal, accounting or other advisors. The Committee shall also have
the authority, to the extent it deems necessary or appropria te, to ask the Corporation to
provide the Committee with the support of one or more Corporation employees to assist it
in carrying out its duties. The Corporation shall provide for appropriate funding, as
determined solely by the Committee, for payment of compensation to any advisors
employed by the Committee. The Committee may request any officer or employee of the
Corporation or the Corporation's outside counsel or other advisors to attend a meeting of
the Committee or to meet with any members of, or consultant to, the Committee.
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II. PURPOSE OF THE COMMITTEE
The Committee's primary purpose is to:
Discharge the Corporation's responsibilities relating to the compensation
of the Corporation's executive officers. The Committee has overall
responsibility for evaluating and approving the benefit, bonus, incentive
compensation, severance, equity-based or other compensation plans,
policies and programs of the Corporation and its subsidiaries; and
Prepare the annual report on executive compensation for inclusion in the
Corporation's proxy statement.
III. RESPONSIBILITIES OF THE COMMITTEE
A. Charter Review
Review and reassess the adequacy of this charter annually and
recommend to the Board any proposed changes to this charter; and
Publicly disclose the charter and any such amendments at the times
and in the manner required by the SEC and/or any other regulatory
body or stock exchange having authority over the Corporation, and in
all events post such charter and amendments to the Corporation's
website.
B. Executive Compensation/ Approval of Transactions
Annually review and approve corporate goals and objectives relevant
to CEO compensation, evaluate the CEO's performance in light of
those goals and objectives, and recommend to the Board the CEO's
compensation levels based on this evaluation. In determining the
long-term incentive component of CEO compensation, the Committee
will consider the Company's performance and relative shareholder
return, the value of similar incentive awards to CEOs at comparable
companies, and the awards given to the CEO in past years.
Annually review and approve, for the CEO and the senior executives
of the Company, (a) the annual base salary level, (b) the annual
incentive opportunity level, (c) the long-term incentive opportunity
level, (d) employment agreements, severance agreements, and change
in control agreements/provisions, in each case as, when and if
appropriate, and (e) any special or supplemental benefits.
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Annually review and make recommendations to the Board with respect
to the compensation of all officers and other key executives, including
incentive-compensation plans and equity-based plans.
Adopt, administer, approve and ratify the Corporation's incentive
compensation and stock plans and awards thereunder, including
amendments to the plans or awards made under any such plans, and
review and monitor awards under such plans.
Pre-approve all loans or other extensions of credit and all related party
or affiliate transactions between the Corporation and any of its
affiliates, directors, officers and/or employees, or in which any of such
persons directly or indirectly is interested or benefited, and shall
establish and maintain policies and procedures for the review and
approval of the same.
C. Compliance Oversight
Periodically review the Corporation's insider trading policies and
procedures, benefit, incentive compensation and stock plans,
compensation agreements, plans, policies and arrangements, and
outstanding loans to its directors, officers and/ or employees, and shall
adopt amendments or changes to the same, and shall establish
procedures and mechanisms designed to cause the same to comply
with all provisions under the securities, tax, banking, ERISA or other
laws and regulations or the requirements of Nasdaq regarding:
a) loans or other extensions of credit to affiliates, directors, officers or
employees of the Corporation;
b) reimbursement of the Corporation for, or forfeiture of, any profits,
bonus or equity-based compensation by the Corporation's CEO,
CFO and/or executive officers in connection with an accounting
restatement;
c) investment elections and changes thereto, blackout periods, and
restrictions on trading by plan participants, directors, officers and
employees of the Corporation;
d) related party or affiliate transactions with the Corporation; and
e) Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
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CN_LIB:319207.4
D. General
Form and delegate authority to subcommittees when appropriate.
Retain and terminate any compensation consultant to be used to assist
in the evaluation of director, CEO or senior executive compensation
and shall have sole authority to approve the consultant's fees and other
retention terms. The Committee shall also have authority to obtain
advice and assistance from internal or external legal, accounting or
other advisors.
Report to the Board on the Committee's activities at each Board
meeting.
Prepare the Committee report to be included in the Corporation's
proxy statement when and as required by the rules of the SEC.
Annually review the performance of the Committee.
In performing their responsibilities, Committee members are entitled to rely in
good faith on information, opinions, reports or statements prepared or presented by:
One or more officers or employees of the Corporation whom the
Committee member reasonably believes to be reliable and competent
in the matters presented;
Counsel, independent auditors, or other persons as to matters which
the Committee member reasonably believes to be within the
professional or expert competence of such person; or
Another committee of the Board as to matters within its designated
authority which committee the Committee member reasonably
believes to merit confidence.