Fifth Third Bancorp Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • March 26th, 1997 • Fifth Third Bancorp • State commercial banks • Delaware
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Exhibit 1.1 Fifth Third Bancorp 3,600,000 Shares Common Stock (no par value) Underwriting Agreement
Fifth Third Bancorp • April 24th, 1998 • State commercial banks • New York
RELATING TO
Guarantee Agreement • March 26th, 1997 • Fifth Third Bancorp • State commercial banks • New York
S&C Draft of 3/10/97 AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • March 13th, 1997 • Fifth Third Bancorp • State commercial banks • Delaware
Exhibit 1.1 FIFTH THIRD BANCORP 4.50% Subordinated Notes Due June 1, 2018 Underwriting Agreement
Fifth Third Bancorp • May 22nd, 2003 • State commercial banks • New York
DECLARATION OF TRUST OF CAPITAL TRUST II
Fifth Third Bancorp • March 13th, 1997 • State commercial banks
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Fifth Third Bancorp • August 8th, 2003 • State commercial banks • New York
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Fifth Third Bancorp • May 22nd, 2003 • State commercial banks • New York
FIFTH THIRD BANCORP Underwriting Agreement
Underwriting Agreement • January 25th, 2019 • Fifth Third Bancorp • State commercial banks • New York
AMENDMENT NO. 2
Fifth Third Bancorp • March 27th, 2003 • State commercial banks • Ohio
DEPOSIT AGREEMENT Dated July 30, 2020 FIFTH THIRD BANCORP, AS ISSUER, -and- AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS DEPOSITARY, TRANSFER AGENT AND REGISTRAR RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 4.500% FIXED-RATE RESET...
Deposit Agreement • July 30th, 2020 • Fifth Third Bancorp • State commercial banks • Delaware

DEPOSIT AGREEMENT, dated as of July 30, 2020, among FIFTH THIRD BANCORP, an Ohio corporation, AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability company, as Depositary, Transfer Agent and Registrar, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

Recitals
Replacement Capital Covenant • October 31st, 2007 • Fifth Third Bancorp • State commercial banks
GUARANTEE AGREEMENT by and between FIFTH THIRD BANCORP as Guarantor and WILMINGTON TRUST COMPANY as Guarantee Trustee relating to FIFTH THIRD CAPITAL TRUST IV Dated as of March 30, 2007
Guarantee Agreement • May 10th, 2007 • Fifth Third Bancorp • State commercial banks • New York

* This Cross-Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.

SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT among FIFTH THIRD BANCORP, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary, Transfer Agent and Registrar and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated...
Deposit Agreement • August 26th, 2019 • Fifth Third Bancorp • State commercial banks • New York

SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of August 26, 2019, by and among (i) Fifth Third Bancorp, an Ohio corporation (“Fifth Third”), (ii) American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Depositary” or “AST”), and (iii) the Holders from time to time of the Receipts described herein.

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Stock Appreciation Right Award Agreement
Confidential Information and Non-Solicitation Agreement • February 24th, 2023 • Fifth Third Bancorp • State commercial banks • Ohio

It is my pleasure to inform you that you are hereby granted an award of Stock Appreciation Rights (“SARs”) subject to the terms and conditions of this Award Agreement, the applicable Long-Term Incentive Award Overview (“Overview”), and the terms of the Fifth Third Bancorp 2021 Incentive Compensation Plan (the “Plan”) (collectively, the Award Agreement, Overview, and Plan shall be referred to herein as the “Award Terms”):

FIFTH THIRD BANCORP Underwriting Agreement
Underwriting Agreement • July 30th, 2020 • Fifth Third Bancorp • State commercial banks • New York

Fifth Third Bancorp, an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 350,000 depositary shares (the “Securities” or the “Depositary Shares”), each representing 1/25th of a share of the Company’s Series L Preferred Stock, no par value per share and liquidation preference of $25,000 per share (each, an “Underlying

Contract
Agreement • November 7th, 2014 • Fifth Third Bancorp • State commercial banks • Ohio

THIS AGREEMENT between FIFTH THIRD BANCORP, an Ohio Corporation, and its Subsidiaries (individually and collectively, the “Company”) and Chad Borton (the “Executive”), effective as of August 19, 2014, completely amends, restates and replaces any prior Executive Agreement between the parties.

FIFTH THIRD BANCORP 8.25% Subordinated Notes due 2038 Underwriting Agreement
Fifth Third Bancorp • February 28th, 2008 • State commercial banks • New York

Pursuant to Section 6(e) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

FIFTH THIRD BANCORP COMMON STOCK, NO PAR VALUE EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 20th, 2009 • Fifth Third Bancorp • State commercial banks • New York

This Confirmation sets forth the terms of the agreement of [MANAGER] (the “Manager”) with Fifth Third Bancorp (the “Company”) relating to the sale of shares of the Company’s common stock, no par value , having an aggregate gross sales price of up to $[—] pursuant to the Equity Distribution Agreement between the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, dated May 20, 2009 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.

Restricted Stock Unit Grant Agreement
Confidential Information and Non-Solicitation Agreement • February 24th, 2023 • Fifth Third Bancorp • State commercial banks • Ohio

This Restricted Stock Unit Grant will vest in three equal annual installments on the first, second, and third anniversaries of the Grant Date (“Anniversary Date(s)”) subject to achievement of Performance Goals. If Performance Goals are not met for the fiscal year ended immediately prior to an Anniversary Date, then the annual installment of the grant that otherwise was scheduled to vest on that Anniversary Date, as well as any other unvested installments, may be forfeited at the discretion of the Committee. Details regarding the Performance Goals and their impact on forfeiture of Restricted Stock Units are contained in the Overview.

FIFTH THIRD CAPITAL TRUST VII 8.875% Trust Preferred Securities (liquidation amount $25 per security) fully and unconditionally guaranteed, on a subordinated basis, by FIFTH THIRD BANCORP Underwriting Agreement April 29, 2008
Fifth Third Bancorp • May 5th, 2008 • State commercial banks • New York

Pursuant to Section 6(g) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

DECLARATION OF TRUST OF CAPITAL TRUST I
Fifth Third Bancorp • March 13th, 1997 • State commercial banks
Contract
Fifth Third Bancorp • January 29th, 2024 • State commercial banks

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

FIFTH THIRD BANCORP Underwriting Agreement
Underwriting Agreement • January 29th, 2024 • Fifth Third Bancorp • State commercial banks • New York

Fifth Third Bancorp, an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) $1,000,000,000 principal amount of its 5.631% Fixed Rate/Floating Rate Senior Notes due 2032 having the terms set forth in Schedule 2 hereto (the “Securities”). The Securities will be issued pursuant to an indenture dated as of April 30, 2008, as amended to date, and as such indenture may hereafter be amended and supplemented (the “Indenture”), between the Company and Wilmington Trust Company, as trustee (the “Trustee”).

AGREEMENT AS TO EXPENSES AND LIABILITIES
Expenses and Liabilities • May 6th, 2008 • Fifth Third Bancorp • State commercial banks • New York

AGREEMENT AS TO EXPENSES AND LIABILITIES, dated as of May 6, 2008, between Fifth Third Bancorp, an Ohio corporation (the “Sponsor”), and Fifth Third Capital Trust VII, a Delaware statutory trust (the “Issuer Trust”).

Stock Appreciation Right Award Agreement
Confidential Information and Non-Solicitation Agreement • February 25th, 2015 • Fifth Third Bancorp • State commercial banks

It is my pleasure to inform you that you are hereby granted an award of Stock Appreciation Rights (“SARs”) subject to the terms and conditions of this Award and the terms of the Fifth Third Bancorp 2014 Incentive Compensation Plan (the “Plan”), approved by shareholders in 2014:

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