DEPOSIT AGREEMENT Dated June 5, 2014 FIFTH THIRD BANCORP, AS ISSUER, WILMINGTON TRUST, NATIONAL ASSOCIATION, AS DEPOSITARY AND CALCULATION AGENT, -and- AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS TRANSFER AGENT AND REGISTRAR RELATING TO RECEIPTS,...Deposit Agreement • June 5th, 2014 • Fifth Third Bancorp • State commercial banks • Delaware
DEPOSIT AGREEMENT, dated as of June 5, 2014, among FIFTH THIRD BANCORP, an Ohio corporation, WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Depositary and Calculation Agent, AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability company, as Transfer Agent and Registrar, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
FIFTH THIRD BANCORP Underwriting Agreement June 2, 2014Underwriting Agreement • June 5th, 2014 • 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”), 300,000 Depositary Shares (the “Securities”), each representing 1/25th of a share of the Company’s Series J Preferred Stock, no par value per share and liquidation preference of $25,000 per share (each, an “Underlying Preferred Share”). The Underlying Preferred Shares, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Securities that are to be issued by Wilmington Trust, National Association, as depositary (the “Depositary”), pursuant to the terms of a deposit agreement to be entered into among the Company, the Depositary, and the holders from time to time of Depositary Receipts delivered thereunder (the “Deposit Agreement”). For purposes of this Agreement, “Depositary Shares” means the
