FIFTH THIRD BANCORP Underwriting AgreementUnderwriting Agreement • October 27th, 2022 • 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 6.361% Fixed Rate/Floating Rate Senior Notes due 2028 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 by a twelfth supplemental indenture dated as of April 25, 2022, and as such indenture may hereafter be amended and supplemented (the “Indenture”), between the Company and Wilmington Trust Company, as trustee (the “Trustee”).
