exhibit 10. 5 the fifth third bancorp master profit sharing plan as amended and restated effective as of september 20, 2010 the fifth third bancorp master profit sharing plan as amended and restated effective as of september 20, 2010 table of contents articles 1. introduction and purpose 2. definitions 3. eligibility and participation 4. contributions and their allocation 5. limitations on annual additions 6. vesting and forfeitures 7. investment of accounts 8. withdrawals and distributions 9. form of payment to participants 10. death benefits 11. administration 12. amendment and termination 13. top - heavy rules 14. miscellaneous 1. introduction and purpose 2. definitions 3. eligibility and participation 4. contributions and their allocation 5. limitations on annual additions 6. vesting and forfeitures 7. investment of accounts 8. withdrawals and distributions 9. form of payment to participants 10. death benefits 11. administration 12. amendment and termination 13. top - heavy rules 14. miscellaneous article 1 introduction and purpose 1. 1 amendment and restatement. fifth third bank hereby amends and restates the fifth third bancorp master profit sharing plan in its entirety, effective as of september 20, 2010 ; provided however, such other effective dates as are specified in the plan for other particular provisions shall be applicable. 1. 2 purposes of the plan. the purposes of the plan are to provide retirement and other benefits for participants and their respective beneficiaries. except as otherwise provided by section 4. 8, the assets of the plan shall be held for the exclusive purpose of providing benefits to participants and their beneficiaries and defraying reasonable expenses of administering the plan, and it shall be impossible for any part of the assets or income of the plan to be used for, or diverted to, purposes other than such exclusive purposes. in accordance with section 401 ( a ) ( 27 ) of the code, the plan is hereby designated as a profit sharing plan except with respect to the fifth third stock fund ( as described in section 7. 3 ), which shall constitute a stock bonus plan and an employee stock ownership plan as defined in section 4975 ( e ) ( 7 ) of the code, designed to invest primarily in qualifying employer securities. 1 - 1 article 2 definitions as used in the plan, the following terms, when capitalized, shall have the following meanings, except when otherwise indicated by the context : 2. 1 “ account ” means, with respect to a participant, his