Registration No. ___________________
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________
FIFTH THIRD BANCORP
(Exact name of issuer as specified in its Charter)
Ohio 31-0854434
(State of Incorporation) (I.R.S. Employer Identification No.)
Fifth Third Center, Cincinnati, Ohio 45263
(Address of Principal Executive Offices) (Zip Code)
__________________________________________
Fifth Third Bancorp
Amended and Restated Stock Option and Incentive
Plan for Selected Executive Officers, Employees and Directors of
Falls Financial, Inc.
(Full title of the Plan)
_________________________________________
Paul L. Reynolds
Assistant Secretary
Fifth Third Bancorp
Fifth Third Center
Cincinnati, Ohio 45263
(513) 579-4300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________________________________
Copy To:
S. Richard Arnold, Esq.
Dinsmore and Shohl
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this
Registration Statement<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Amount To Proposed Proposed Amount of
Securities Be Registered Maximum Maximum Registration
To Be Offering Offering Fee
Registered Price Per Price*
Share
__________________________________________________________________
Common
Stock
without par
value 13,329 $47.49 $416,895.45 $143.76
* Pursuant to Rule 457(h)(1) of Regulation C, the registration
filing fee and the aggregate offering price shall be computed with
respect to the maximum number of the Registrant's securities
issuable under the plan covered by this Registration Statement and
the basis of the price at which the options may be exercised.
Accordingly, under the plan registered hereunder, 6,000 shares have
an exercise price of $47.49, 1,200 shares have an exercise price of
$43.31, and 6,129 shares have an exercise price of $13.05, for a
maximum number of shares of 13,329 shares and a maximum offering
price of $416,895.45.<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is set forth in
a single document entitled "Prospectus" which constitutes a part of
the Section 10(a) Prospectus to which this Registration Statement
relates but which is not filed herewith.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Fifth Third Bancorp (the "Registrant") hereby states that the
documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement, and further states that
all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and
to be part hereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since December 31, 1994.
(c) The description of the Registrant's Common Stock contained
in the Registration Statement filed pursuant to Section 12(G) of
the Securities Exchange Act of 1934, which Registration Statement
became effective on or about May 14, 1975.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby will
be passed upon for the Registrant by Dinsmore and Shohl,
Cincinnati, Ohio. At March 1, 1995, partners of Dinsmore and Shohl
and attorneys employed thereby, together with their immediate
families beneficially owned 33,837 shares of the Registrant's
Common Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's Code of Regulations provides that the
Registrant shall indemnify each director and each officer of the
Registrant, and each person employed by the Registrant who serves
at the written request of the Chairman of the Board of the
Registrant as a director, trustee or officer of another
corporation, partnership, joint venture, trust or other enterprise,
to the full extent permitted by Ohio law. The Code of Regulations
also provides that the Registrant may indemnify assistant officers,
employees and others by action of the Board of Directors to the
full extent permitted by Ohio law.
In general, under Section 1701.13(E) of the Ohio Revised Code,
an Ohio corporation is permitted to indemnify its present or former
officers, directors, employees and agents against liabilities and
expenses incurred by such persons in their capacities as such so
long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation, provided that in an action by or in the name of the
corporation, if the person seeking indemnification was adjudged to
be liable for negligence, no indemnification is permitted unless
the court in which the action was brought specifically determines
that such person is fairly and reasonably entitled to
indemnification in view of all the circumstances of the case. The
statute also provides that an Ohio corporation shall advance
attorney's fees incurred by directors, and may advance such fees
incurred by executive officers, employees, agents and others, prior
to the final outcome of a matter provided the person seeking such
advances undertakes to repay them if it is ultimately determined
that such person is not entitled to indemnification (except in the
case of directors who must undertake to repay such advances only if
it is proved by clear and convincing evidence in a court of
competent jurisdiction that the act or failure to act in question
was undertaken with deliberate intent to cause injury to the
corporation or was undertaken with reckless disregard for the best
interests of the corporation).
In addition, the Registrant has purchased insurance policies
which provide coverage for the acts and omissions of the
Registrant's directors and officers in certain situations.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
5, 23(a) Opinion of Messrs. Dinsmore and Shohl, counsel
23(b) Consent of Deloitte and Touche LLP, independent
auditors
25 Power of Attorney *
99(a) Fifth Third Bancorp's Annual Report on Form 10-K
for the year ended December 31, 1994 **
98(b) Pages 1 and 13-36 of Fifth Third Bancorp's 1994
Annual Report to Shareholders **
99(c) Fifth Third Bancorp's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995 **
99(d) Fifth Third Bancorp Amended and Restated Stock
Option and Incentive Plan for Selected Executive
Officers, Employees and Directors of Falls
Financial, Inc.
__________________________
* Included in signature page
** Incorporated by reference
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Cincinnati, State of Ohio, on July 18, 1995.
FIFTH THIRD BANCORP
By:/S/ George A. Schaefer, Jr.
George A. Schaefer, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints GEORGE A. SCHAEFER, JR. his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he might or could do in person and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<PAGE>
Principal Executive Officer:
/S/ George A. Schaefer, Jr.
George A. Schaefer, Jr.
President and Chief Executive Officer July 18, 1995
/S/ P. Michael Brumm
P. Michael Brumm
Senior Vice President and Chief
Financial Officer July 18, 1995
Directors of the Company:
/S/ John F. Barrett
John F. Barrett July 18, 1995
__________________________
Milton C. Boesel, Jr.
/S/ Clement L. Buenger
Clement L. Buenger July 18, 1995
/S/ Gerald V. Dirvin
Gerald V. Dirvin July 18, 1995
___________________________
Thomas B. Donnell
___________________________
Richard T. Farmer
/S/ John D. Geary
John D. Geary July 18, 1995
___________________________
Ivan W. Gorr
/S/ Joseph H. Head, Jr.
Joseph H. Head, Jr. July 18, 1995
/S/ Joan R. Herschede
Joan R. Herschede July 18, 1995
/S/ William G. Kagler
William G. Kagler July 18, 1995
/S/ William J. Keating
William J. Keating July 18, 1995
/S/ James D. Kiggen
James D. Kiggen July 18, 1995
________________________
Robert B. Morgan
/S/ Michael H. Norris
Michael H. Norris July 18, 1995
_________________________
Brian H. Rowe
/S/ George A. Schaefer, Jr.
George A. Schaefer, Jr. July 18, 1995
/S/ John J. Schiff, Jr.
John J. Schiff, Jr. July 18, 1995
/S/ Dennis J. Sullivan, Jr.
Dennis J. Sullivan, Jr. July 18, 1995
/S/ Dudley S. Taft
Dudley S. Taft July 18, 1995
INDEX TO EXHIBITS
Exhibit No. Description Page
5, 23(a) Opinion of Messrs.
Dinsmore and Shohl, counsel
23(b) Consent of Deloitte and Touche
LLP, independent auditors
25 Power of Attorney *
99(a) Fifth Third Bancorp's Annual
Report on Form 10-K for the
year ended December 31, 1994 **
99(b) Pages 1 and 13-36 of Fifth
Third Bancorp's 1994 Annual
Report to Shareholders **
99(c) Fifth Third Bancorp's Quarterly
Report on Form 10-Q for the
quarter ended March 31, 1995 **
99(d) Fifth Third Bancorp Amended
and Restated Stock Option and
Incentive Plan for Selected
Executive Officers, Employees
and Directors of Falls
Financial, Inc.
_____________________
* Included in signature page
** Incorporated by reference
S. Richard Arnold, Partner
(513) 977-8302
July 20, 1995
Fifth Third Bancorp
Fifth Third Center
Cincinnati, Ohio 45263
Gentlemen:
This opinion is rendered for use in connection with the
Registration Statement on Form S-8 prescribed pursuant to the
Securities Act of 1933, to be filed by Fifth Third Bancorp (the
"Company") with the Securities and Exchange Commission, under which
up to 13,329 additional shares of the Company's Common Stock
without par value ("Common Stock") are to be registered for
issuance pursuant to the Fifth Third Bancorp Amended and Restated
Stock Option and Incentive Plan for Selected Executive Officers,
Employees and Directors of Falls Financial, Inc. (the "Plan").
We hereby consent to the filing of this opinion as Exhibits 5
and 23(a) to the Registration Statement and to the reference to our
name in the Registration Statement.
As counsel to the Company, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of such statutes, documents, corporate records,
certificates of public officials, and other instruments as we have
deemed necessary for the purpose of this opinion, including the
Company's Articles of Incorporation and Code of Regulations and the
record of proceedings of the directors of the Company.
Based upon the foregoing, we are of the opinion that:
A. The Company has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of
the State of Ohio.
B. When the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission and up
to 13,329 shares of the Common Stock to be issued pursuant to the
Plan shall have been issued upon the terms set forth in the Plan
and as described in the Registration Statement, such shares will be
legally and validly issued and outstanding, fully paid and
nonassessable.
Very truly yours,
DINSMORE and SHOHL
/S/ S. Richard Arnold
S. Richard Arnold
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Fifth Third Bancorp on Form S-8 of our report dated
January 13, 1995, (which expresses an unqualified opinion and
includes an explanatory paragraph relating to a change in the
method of accounting for debt and equity securities) incorporated
by reference in the Annual Report on Form 10-K of Fifth Third
Bancorp for the year ended December 31, 1994.
/S/ Deloitte and Touche LLP
Deloitte and Touche LLP
July 20, 1995
Cincinnati, Ohio
FIFTH THIRD BANCORP AMENDED AND RESTATED
STOCK OPTION AND INCENTIVE PLAN FOR SELECTED EXECUTIVE OFFICERS,
EMPLOYEES AND DIRECTORS OF FALLS FINANCIAL, INC.
(Formerly Falls Financial, Inc. 1989 Stock Option
and Incentive Plan)
Fifth Third Bancorp, Cincinnati, Ohio ("Fifth Third"), and Falls
Financial, Inc., Cuyahoga Falls, Ohio ("Falls Financial"), entered
into an Affiliation Agreement and related Plan and Agreement of
Merger, both dated as of December 12, 1994 (such agreements
hereinafter referred to respectively as the "Affiliation Agreement"
and the "Merger Agreement") pursuant to which Falls Financial will
merge with and into Fifth Third, with Fifth Third as the surviving
corporation (the "Merger"). Under the terms of the Affiliation
Agreement, Fifth Third has agreed to assume Falls Financial's
obligations under the Falls Financial, Inc. 1989 Stock Option and
Incentive Plan (the "Falls Financial Plan") (the plan as assumed by
Fifth Third will hereinafter be referred to as the "Plan")
effective as of the effective time of the Merger (the "Effective
Time"). The Plan, as assumed by Fifth Third, will apply to certain
executive officers, key employees and nonemployee directors of
Falls Financial and Falls Financial's subsidiaries as in existence
prior to the Effective Time who held options to purchase shares of
Falls Financial.
At the Effective Time, in accordance with Article V of the
Affiliation Agreement, each outstanding option under the Falls
Financial Plan shall continue outstanding as an option to purchase,
in place of the purchase of shares of Falls Common Stock, the
number of shares (rounded up to the nearest whole share) of Fifth
Third Common Stock that would have been received by the optionee in
the Merger had the option been exercised in full (without regard to
any limitations contained therein for exercise) for shares of Falls
Common Stock immediately prior to the Effective Time upon the same
terms and conditions, including without limitation, payment in full
of the contractual exercise price, under the relevant option as
were applicable immediately prior to the Effective Time (except
that all options shall be immediately exercisable). (Capitalized
terms used herein shall have the meanings assigned to them in the
Affiliation Agreement and Merger Agreement unless otherwise defined
herein).
The entire text of the Plan following the Effective Time of the
Merger is as follows:
1. Purpose. The Plan shall be known as the Fifth Third Bancorp
Amended and Restated Stock Option and Incentive Plan for Selected
Executive Officers, Employees and Directors of Falls Financial,
Inc. (formerly the Falls Financial, Inc. 1989 Stock Option and
Incentive Plan) (the "Plan"). The Plan amends and restates the
Falls Financial, Inc. 1989 Stock Option and Incentive Plan (the
"Falls Financial Plan"). The purpose of the Plan is to advance the
interests of Fifth Third and its shareholders by affording to
certain executive officers, key employees and nonemployee directors
of Falls Financial and Falls Financial's subsidiaries, as in
existence prior to the Effective Time, an opportunity to acquire or
increase their proprietary interest in Fifth Third by the grant to
such officers, employees and directors of Options under the terms
set forth herein. It is anticipated and intended that Options
granted under the Plan to persons employed on a full-time basis
will qualify as Incentive Stock Options, as contemplated by and
defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), to the extent that the aggregate fair market
value (determined as of the time any Incentive Stock Option was
granted by Falls Financial) of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by a
Participant in any calendar year does not exceed $100,000. To the
extent that such fair market value exceeds $100,000, any further
Options granted under the Plan to persons employed on a full-time
basis will be Non-Qualified Stock Options governed by Section 83 of
the Code. Options granted to persons who are not full-time
employees will be Non-Qualified Stock Options.
2. Definitions. The following definitions are applicable to
the Plan:
"Affiliate" - means any "parent corporation" or "subsidiary
corporation", as such terms are defined in Sections 425(e) and (f),
respectively, of the Code.
"Award" - means the grant of an Incentive Stock Option or
a Non-Qualified Stock Option, or any combination thereof, as
provided in the Plan.
"Committee" - means the Committee referred to in Section 3
hereof.
"Continuous Service" - means the absence of any
interruption or termination of service as a director, officer or
employee of Falls Financial or an Affiliate of Falls Financial, as
in existence prior to the Effective Time, or Fifth Third or an
Affiliate of Fifth Third, after the Effective Time, except that
when used with respect to persons granted an Incentive Stock Option
means the absence of any interruption or termination of service as
a full-time employee of the same. Service shall not be considered
interrupted in the case of sick leave, military leave or any other
leave of absence approved by Falls Financial or Fifth Third, as
applicable, or in the case of transfers between payroll locations
of Falls Financial or Fifth Third, as applicable, or between Falls
Financial or Fifth Third, as applicable, its parent, its
subsidiaries or its successor.
"Disinterested Person" - means any person who, at the time
discretion under the Plan is exercised, is not eligible, and who
has not at any time within one year prior thereto been eligible,
for selection as a Participant in the Plan or to whom stock options
may be granted pursuant to any other plan of Fifth Third or any of
its affiliates (as that term is used in the Securities Exchange Act
of 1934) entitling the participants therein to acquire stock or
stock options of Fifth Third or of any such affiliates.
"Exercise Price" - means the price per Share at which the
Shares subject to an Option may be purchased upon exercise of such
Option.
"Incentive Stock Option" - means an option to purchase
Shares granted by the Committee pursuant to Section 5 hereof which
is subject to the limitations and restrictions of Section 7 hereof
and is intended to qualify under Section 422 of the Code.
"Non-Qualified Stock Option" - means an option to purchase
Shares granted by the Committee pursuant to Section 5 hereof, which
option is not intended to qualify under Section 422 of the Code.
"Option" - means an Incentive Stock Option or a Non-
Qualified Stock Option.
"Participant" - means any officer, employee or director of
Falls Financial or an Affiliate of Falls Financial, as in existence
prior to the Effective Time, who was granted an Award and who held
an outstanding Option under the Plan as of the Effective Time.
"Shares" - means the shares of common stock of Fifth Third.
3. Administration. The Plan shall be administered by a
Committee consisting of three or more members, each of whom shall
be a Disinterested Person. The members of the Committee shall be
appointed by the Board of Directors of Fifth Third. Except as
limited by the express provisions of the Plan, the Committee shall
have sole and complete authority and discretion to (i) select
Participants and grant Awards; (ii) determine the number of Shares
to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the terms
and conditions upon which Awards shall be granted under the Plan;
(iv) prescribe the form and terms of instruments evidencing such
grants; and (v) establish from time to time regulations for the
administration of the Plan, interpret the Plan, and make all
determinations deemed necessary or advisable for the administration
of the Plan. The Committee may maintain, and update from time to
time as appropriate, a list designating selected directors,
officers and employees as Disinterested Persons. The purpose of
such list shall be to evidence the status of such individuals as
Disinterested Persons, and the Board of Directors may appoint to
the Committee any individual actually qualifying as a Disinterested
Person, regardless of whether identified as such on said list.
A majority of the Committee shall constitute a quorum, and the
acts of a majority of the members present at any meeting at which
a quorum is present, or acts approved in writing by a majority of
the Committee without a meeting, shall be acts of the Committee.
4. Shares Subject to Plan. Subject to adjustment by the
operation of Section 8 hereof, the maximum number of Shares with
respect to which Awards may be made under the Plan is 13,329. The
Shares with respect to which Awards may be made under the Plan may
be either authorized and unissued shares or issued shares
heretofore or hereafter reacquired and held as treasury shares.
5. General Terms and Conditions of Options. The Committee
shall have full and complete authority and discretion except as
expressly limited by the Plan, to grant Options and to provide the
terms and conditions (which need not be identical among
Participants) thereof. In particular, the Committee shall
prescribe the following terms and conditions: (i) the Exercise
Price of any Option, which shall not be less than the fair market
value per Share at the date of grant of such Option by Falls
Financial, as adjusted pursuant to the Affiliation Agreement, (ii)
the number of Shares subject to, and the expiration date of, any
Option, which expiration date shall not exceed ten years from the
date of grant by Falls Financial, (iii) the manner, time and rate
(cumulative or otherwise) of exercise of such Option, and (iv) the
restrictions, if any, to be placed upon such Option or upon shares
which may be issued upon exercise of such Option. The Committee
may, as a condition of granting any Option, require that a
Participant agree not to thereafter exercise one or more Options
previously granted to such Participant.
6. Exercise of Options.
(a) An Option granted under the Plan shall be exercisable
during the lifetime of the Participant to whom such Option was
granted only by such Participant and, except as provided in
paragraphs (c) and (d) of this Section 6, no such Option may be
exercised unless at the time such Participant exercises such
Option, such Participant has maintained Continuous Service since
the date of grant of such Option by Falls Financial.
(b) To exercise an Option under the Plan, the Participant
to whom such Option was granted shall give written notice to Fifth
Third in form satisfactory to the Committee (and, if partial
exercises have been permitted by the Committee, by specifying the
number of Shares with respect to which such Participant elects to
exercise such Option) together with full payment of the Exercise
Price, if any and to the extent required. The date of exercise
shall be the date on which such notice is received by Fifth Third.
Payment, if any is required, shall be made either (i) in cash
(including check, bank draft or money order) or (ii) if permitted
by the Committee, by delivering (A) shares already owned by the
Participant and having a fair market value equal to the applicable
Exercise Price, such fair market value to be determined in such
appropriate manner as may be provided by the Committee or as may be
required in order to comply with or to conform to requirements of
any applicable laws or regulations, or (B) a combination of cash
and such Shares.
(c) If a Participant to whom an Option was granted shall
cease to maintain Continuous Service for any reason (including
total or partial disability and normal or early retirement, but
excluding death and termination of employment by Fifth Third or any
Affiliate of Fifth Third for cause), such Participant may, but only
within the period of three months immediately succeeding such
cessation of Continuous Service and in no event after the
expiration date of such Option, exercise such Option to the extent
that such Participant was entitled to exercise such Option at the
date of such cessation, provided, however, that such right of
exercise after cessation of Continuous Service shall not be
available to a Participant if the Committee otherwise determines
and so provides in the applicable instrument or instruments
evidencing the grant of such Option. If the Continuous Service of
a Participant to whom an Option was granted by Falls Financial is
terminated for cause, all rights under any Option of such
Participant shall expire immediately upon the giving to the
Participant of notice of such termination.
(d) In the event of the death of a Participant while in the
Continuous Service of Fifth Third or an Affiliate of Fifth Third or
within the three month period referred to in paragraph (c) of this
Section 6, the person to whom any Option held by the Participant at
the time of his death is transferred by will or the laws of descent
and distribution may, but only to the extent such Participant was
entitled to exercise such Option immediately prior to his death,
exercise such Option at any time within a period of one year
succeeding the date of death of such Participant, but in no event
later than ten years from the date of grant of such Option by Falls
Financial. Following the death of any Participant to whom an
Option was granted under the Plan, the Committee may, as an
alternative means of settlement of such Option, elect to pay to the
person to whom such Option is transferred by will or by the laws of
descent and distribution the amount by which the fair market value
per Share on the date of exercise of such Option shall exceed the
Exercise Price of such Option, multiplied by the number of Shares
with respect to which such Option is properly exercised. Any such
settlement of an Option shall be considered an exercise of such
Option for all purposes of the Plan.
7. Incentive Stock Options. Incentive Stock Options were
granted only to Participants who were employees of Falls Financial
or an Affiliate of Falls Financial as in existence prior to the
Effective Time. All outstanding Incentive Stock Options were
originally granted under the Falls Financial Plan. After
consummation of the Merger, no further Incentive Stock Options
shall be granted under the Plan. Any provision of the Plan to the
contrary notwithstanding, (i) no Incentive Stock Option shall be
exercisable more than ten years from the date such Incentive Stock
Option was granted by Falls Financial, (ii) the Exercise Price of
any Incentive Stock Option shall not be less than the fair market
value per Share on the date such Incentive Stock Option was granted
by Falls Financial, as adjusted by the Affiliation Agreement, (iii)
any Incentive Stock Option shall not be transferable by the
Participant to whom such Incentive Stock Option was granted other
than by will or the laws of descent and distribution and shall be
exercisable during such Participant's lifetime only by such
Participant, and (iv) the aggregate fair market value (determined
as of the time any Incentive Stock Option was granted by Falls
Financial) of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by a Participant in any
calendar year shall not exceed $100,000.
8. Adjustments Upon Changes in Capitalization. In the event
of any change in the outstanding Shares subsequent to the effective
date of the Plan by reason of any reorganization, recapitalization,
stock split, stock dividend, combination or exchange of shares,
merger consolidation or any change in the corporate structure or
Shares of Fifth Third, the maximum aggregate number and class of
shares as to which Awards may be granted under the Plan and the
number and class of shares with respect to which Awards theretofore
have been granted under the Plan shall be appropriately adjusted by
the Committee, whose determination shall be conclusive.
9. Assignments and Transfers. No Award nor any right or
interest of a Participant under the Plan in any instrument
evidencing any Award under the Plan may be assigned, encumbered or
transferred except, in the event of the death of a Participant, by
will or the laws of descent and distribution.
10. Employee Rights Under the Plan. No director, officer or
employee shall have a right to be selected as a Participant nor,
having been so selected to be selected again as a Participant and
no director, officer, employee or other person shall have any claim
or right to be granted an Award under the Plan or under any other
incentive or similar plan of Fifth Third or any Affiliate of Fifth
Third. Neither the Plan nor any action taken thereunder shall be
construed as giving any employee any right to be retained in the
employ of Fifth Third or any Affiliate of Fifth Third.
11. Delivery and Registration of Stock. Fifth Third's
obligation to deliver Shares with respect to an Award shall, if the
Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Participant to
whom such Shares are to be delivered, in such form as the Committee
shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933 or any other Federal,
state or local securities legislation or regulation. It may be
provided that any representation requirement shall become
inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such
Securities Act or other securities legislation. Fifth Third shall
not be required to deliver any Shares under the Plan prior to (i)
the admission of such shares to listing on any stock exchange on
which Shares may then be listed, and (ii) the completion of such
registration or other qualification of such Shares under any state
or Federal law, rule or regulation, as the Committee shall
determine to be necessary or advisable.
This Plan is intended to comply with Rule 16B-3 under the
Securities Exchange Act of 1934. Any provision of the Plan which
is inconsistent with said Rule shall, to the extent of such
inconsistency, be inoperative and shall not affect the validity of
the remaining provisions of the Plan.
12. Withholding Tax. Where a Participant or other person is
entitled to receive Shares pursuant to the exercise of an Option
pursuant to the Plan, Fifth Third shall have the right to require
the Participant or such other person to pay Fifth Third the amount
of any taxes which Fifth Third is required to withhold with respect
to such Shares.
13. Amendment or Termination. The Board of Directors of Fifth
Third may amend, suspend or terminate the Plan or any portion
thereof at any time, but (except as provided in Section 8 hereof)
no amendment shall be made without approval of the shareholders of
Fifth Third which shall (i) materially increase the aggregate
number of Shares with respect to which Awards may be made under the
Plan, (ii) materially increase the aggregate number of Shares which
may be subject to Awards to Participants who were not employees of
Falls Financial or an Affiliate of Falls Financial, or (iii) change
the class of persons eligible to participate in the Plan; provided,
however, that no such amendment, suspension or termination shall
impair the rights of any Participant, without his consent, in any
Award theretofore made pursuant to the Plan.
14. Effective Date and Term of Plan. The Plan shall be deemed
adopted and effective as of the close of business on the date the
Merger is consummated. The Plan shall continue in effect for a
term of ten years after the date of adoption of the Falls Financial
Plan by Falls Financial, unless sooner terminated under Section 13
hereof.
<TABLE>
<CAPTION>
EXHIBIT 1
Outstanding Options at Effective
Time of Merger
Name Prior No. of Exercise No. of Out- Exercise
Outstanding Options Price standing Options Price
to Purchase Falls to Purchase Fifth
Common Stock Third Common
Stock Under the Plan
<S> <C> <C> <C> <C>
David E. Waddell 10,602 $ 6.25 5,080 $13.05
Rodney W. Vargo 1,000 $20.75 480 $43.31
Paula Chesser 250 $22.75 120 $47.49
500 $20.75 240 $43.31
Christine Solitro 250 $22.75 120 $47.49
500 $20.75 240 $43.31
Lawrence L. Zarrilli 2,188 $ 6.25 1,049 $13.05
500 $20.75 240 $43.31
Milton Atwood 250 $22.75 120 $47.49
Connie Auerbach 250 $22.75 120 $47.49
Marjorie Baldwin 250 $22.75 120 $47.49
Patricia Bisson 250 $22.75 120 $47.49
Susan Bockus 250 $22.75 120 $47.49
Jo Box 250 $22.75 120 $47.49
Della Caporlett 250 $22.75 120 $47.49
Jay Ciptak 250 $22.75 120 $47.49
Susan Davies 250 $22.75 120 $47.49
Patricia Davis-Boarman 250 $22.75 120 $47.49
Sue Debevec 250 $22.75 120 $47.49
Libby Ann Dick 250 $22.75 120 $47.49
Maureen Dukeman 250 $22.75 120 $47.49
Kathryn Francis 250 $22.75 120 $47.49
Darlene Grainger 250 $22.75 120 $47.49
Tammy Gray 250 $22.75 120 $47.49
Jody Hope 250 $22.75 120 $47.49
Tina Hunkele 250 $22.75 120 $47.49
Christine Kaiser 250 $22.75 120 $47.49
Shirley Ann Kaiser 250 $22.75 120 $47.49
Mary Beth Kerr 250 $22.75 120 $47.49
G. Frederick Kleinhen 250 $22.75 120 $47.49
Leslie Kruger 250 $22.75 120 $47.49
Debbie Lemke 250 $22.75 120 $47.49
Lou Ann Lintner 250 $22.75 120 $47.49
Audrey Lisik 250 $22.75 120 $47.49
Kathy Logan 250 $22.75 120 $47.49
Michelle Low 250 $22.75 120 $47.49
Michael Marcozzi 250 $22.75 120 $47.49
Ximena Marion 250 $22.75 120 $47.49
Tracie McNutt 250 $22.75 120 $47.49
Kay Meade 250 $22.75 120 $47.49
Steve Mondozzi 250 $22.75 120 $47.49
Karen Null 250 $22.75 120 $47.49
Paula Padula 250 $22.75 120 $47.49
Carlene Poff 250 $22.75 120 $47.49
Carolyn Ritchie 250 $22.75 120 $47.49
Mary Rummel 250 $22.75 120 $47.49
Jim Sampson 250 $22.75 120 $47.49
Nancy Sax 250 $22.75 120 $47.49
Amy Schertzinger 250 $22.75 120 $47.49
Robert Shoman 250 $22.75 120 $47.49
Lynn Stadelman 250 $22.75 120 $47.49
Dawn Stahl 250 $22.75 120 $47.49
Valerie Strickler 250 $22.75 120 $47.49
Jin Teh 250 $22.75 120 $47.49
Lynda Tisch 250 $22.75 120 $47.49
Rhonda Tultz 250 $22.75 120 $47.49
</TABLE>
