Exhibit 10.1

FORM OF AGREEMENT REGARDING

PORTION OF SALARY PAYABLE IN PHANTOM STOCK UNITS

AGREEMENT dated as of the      day of September 2009 (this “Agreement”) by and between Fifth Third Bancorp and                                                                           (the “Executive”).

WHEREAS, the Compensation Committee (the “Committee”) of the board of directors of the Company has determined that going forward and until the Committee determines otherwise Executive’s base salary will be payable partly in cash and partly in phantom stock units.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Beginning with the first full biweekly pay period commencing on September 28, 2009 until the Committee determines otherwise, Executive’s total base salary on a biweekly installment basis is $              . Executive’s salary for each such biweekly pay period will be paid $              (the “Phantom Stock Unit Salary”) in the form of Fifth Third phantom stock units net of applicable withholdings and other deductions retroactive to June 15, 2009. Once awarded, the phantom stock units will be fully vested and not subject to the risk of forfeiture or any requirement of future service.

2. The number of units of phantom stock, each representing the right to receive an amount of cash based on the value of one share of Fifth Third common stock, to be awarded to Executive as part of Executive’s biweekly salary will be calculated as follows:

First, subtract from the Phantom Stock Unit Salary the amount of then applicable tax withholdings and other deductions to generate the net salary paid in phantom stock units. Then, divide the net salary amount paid in phantom stock units by the reported closing price on the NASDAQ ^® National Global Select Market (“NASDAQ”) for a share of Fifth Third common stock on the pay date for such biweekly pay period (or, if not a NASDAQ trading day, on the immediately preceding such trading day).

Each such biweekly payment will be a “Dollar-Denominated Award” under the Company’s 2008 Incentive Compensation Plan (the “Plan”) with a Grant Date for the award of the pay date for such biweekly salary payment and will be subject to the terms and conditions of this Agreement and the Plan. Executive will have no rights as a shareholder of Fifth Third by virtue of these awards.

3. Each such biweekly Phantom Stock Unit award will not include any rights to receive dividends or dividend equivalents.

4. Each such biweekly Phantom Stock Unit award will be settled in cash, and contain restrictions on t