Case 1:03-cv-00211-TMR Document 114 Filed08/15/2005 Page 1 of 6

Case 1:03-cv-00211-TMR    Document 114    Filed 08/15/2005    Page 1 of 6

Exhibit 10.3

UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF OHIO

WESTERN DIVISION (DAYTON)

SECOND AMENDMENT TO STIPULATION

This Second Amendment to the Stipulation is entered into between Lead Plaintiffs and Defendants through their respective counsel.

WHEREAS:

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NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED subject to the approval of the Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, as follows:

1.      The definition of Settled Claims set forth in paragraph 1(t) of the Stipulation is amended by replacing the following sentence previously at the end of that paragraph:

“Settled Claims” do not include claims, if any, against the Released Parties arising under the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001, et seq. (“ERISA”), which claims are the subject of an action pending in the United States District Court, Southern District of Ohio, Western Division, denominated Shirk v. Fifth Third Bancorp, et al., Case No. 1:05CV049.

with this revised sentence:

“Settled Claims” do not include claims, if any, against the Released Parties arising under the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001, et seq. (“ERISA”), including but not limited to the claims which are the subject of an action pending in the United States District Court, Southern District of Ohio, Western Division, denominated Shirk v. Fifth Third Bancorp, et al, Case No. 1:05:CV049, other than 1) ERISA claims, if any, which are not the subject of the Shirk action that might be brought against Deloitte & Touche LLP, Deloitte & Touche USA LLP, Deloitte Tax LLP, Deloitte Consulting LLP (successor to Deloitte Consulting Holding LLC), Deloitte Consulting (Nevada) LLC, Deloitte Consulting L.P., Deloitte Consulting (US) LLC, Deloitte Consulting (Holding Sub), Deloitte Touche Tohmatsu (“DTT”), and any member firms of DTT, and any of their past, present, and future direct or indirect parent companies, subsidiaries, divisions, predecessors, successors, partners, and any person, firm, trust, corporation, entity, officer, director or other individual or entity in which Deloitte & Touche LLP has a controlling interest (the “Deloitte Parties”) and 2) ERISA claims, if any, which are not the subject of the Shirk action that might be brought against the Deloitte Parties’ principals, members, directors, officers, managers, attorneys, administrators, auditors, investment advisors, trusts, fiduciaries, employee benefit plan fiduciaries and trustees, accountants, employees, stockholders, owners, agents, subrogees, insurers, servants, representatives, heirs, executors, administrators, personal representatives, legal representatives, transferrees and assigns, and successors in interest of assigns, and or entities which are more than 20 percent owned by a Deloitte Party to the extent that

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Case 1:03-cv-00211-TMR    Document 114    Filed 08/15/2005    Page 3 of 6

such claims arise out of auditing or tax services provided by such person or a Deloitte Party or consulting services provided to Fifth Third by such person or a Deloitte Party.

2.      The parties have made a corresponding change in the Order and Final Judgment at the end of paragraph 8, pages 5 and 6, attached hereto as Exhibit 1.

3.     Except as explicitly and specifically revised herein, the terms of the Stipulation remain unchanged and in full force and effect.

DATED: August 12, 2005

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