2003 Committee Charter : FITB

CHARTER OF THE
EXECUTIVE 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
The members of the Committee are appointed annually by the whole Board of
Directors of Fifth Third Bancorp (the "Corporation") on the recommendation of the
Nominating and Corporate Governance Committee. The Committee shall consist of such
number of directors as may from time to time be designated by the Board of Directors,
but shall not be less than three (3) nor more than seven (7) directors. So far as practicable,
the members and alternate members of the Committee shall be appointed at the
organization meeting of the Board of Directors in each year, and unless sooner
discharged by affirmative vote of a majority of the whole Board of Directors, shall hold
office until the next annual meeting of the stockholders and until their respective
successors are appointed. Any vacancy among the appointed members of the Committee
may be filled by affirmative vote of a majority of the whole Board of Directors. All acts
done and powers conferred by the Committee shall be deemed to be and may be certified
as being, done or conferred under authority of the Board of Directors.
The Chairman of the Committee shall be elected by the Board of Directors and
shall preside at all meetings of the Committee at which he is present. In the absence of
the Chairman of the Committee, one of the members present shall be chosen by the
members of the Committee present to preside at such meeting. The Chairman of the
Committee shall designate a member of the Committee to act as secretary at all meetings
of the Committee and in his absence a temporary secretary shall be appointed by the
chairman of the meeting.
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 appropriate, 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 exercise, during the intervals between the
meetings of the Board of Directors, all the powers of the Board of Directors in the
management of the business, properties and affairs of the Corporation that may be
permissibly exercised by a committee thereof.
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. Exercise Power of Board of Directors
The Committee shall have and may exercise, during the intervals between the
meetings of the Board of Directors, all the powers of the Board of Directors in the
management of the business, properties and affairs of the Corporation, including
authority to take all action provided in the Corporation's Code of Regulations to be taken
by the Board of Directors; provided, however, that the foregoing is subject to the
applicable provisions of law and shall not be construed as authorizing action by the
Committee with respect to:
Filling vacancies in the Board of Directors;
Filling vacancies in any committee of the Board of Directors (including this
Committee);
Appointing committees of the Board of Directors;
Designation of the Corporation's Chief Executive Officer;
Removal of officers of the Corporation;
Removal of members of any committee of the Board of Directors (including
this Committee);
Declaration of any dividend;
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Exercising any aut hority granted to any other committee of the Board of
Directors;
Taking any action which, under any applicable securities, tax, banking or
other laws, rules or regulations or 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, may only be taken by
a committee of directors meeting certain qualifications (such as
"independence") if the Committee members do not meet those qualifications;
Taking any action reserved to the shareholders of the Corporation; or
Taking any action not permitted to be taken by a committee of the Board of
Directors by law, the Corporation's Articles of Incorporation or the
Corporation's Code of Regulations.
C. General
Report to the Board on the Committee's activities at each Board meeting.
Keep minutes of its acts and proceedings which shall be submitted at the next
regular meeting of the Board of Directors.
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.