Fifth Third Bancorp Contracts & Agreements

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EXHIBIT 1.1
Fifth Third Bancorp
Banks
OH
2011
2024 Restricted Stock Unit Grant Agreement (for Directors)
Stock Agreements
Fifth Third Bancorp
2024
Supplemental Confirmation dated June 11, 2024, to Master Confirmation dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan...
Repurchase Agreements
Fifth Third Bancorp
2024
2023 Long-Term Incentive Compensation Program Overview February 2024 Grants
Bonus & Incentive Agreements
Fifth Third Bancorp
2024
2024 Performance Share Award Agreement
Bonus & Incentive Agreements
Fifth Third Bancorp
2024
2024 Restricted Stock Unit Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
2024
2024 Stock Appreciation Right Award Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
2024
Form of 2024 Restricted Stock Unit Retention Agreement
Stock Agreements
Fifth Third Bancorp
2024
Form of 2024 Restricted Stock Unit Retention Agreement subject to additional covenant
Stock Agreements
Fifth Third Bancorp
2024
Underwriting Agreement dated as of January 22, 2024 among Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Fifth Third Securities, Inc., and RBC Capital Markets, LLC
Underwriting Agreements
Fifth Third Bancorp
2024
Sixteenth Supplemental Indenture dated as of January 29, 2024 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities...
Indenture Agreements
Fifth Third Bancorp
2024
Form of 5.631% Fixed Rate/Floating Rate Senior Notes due 2032
Note Agreements
Fifth Third Bancorp
2024
2023 Restricted Stock Unit Grant Agreement (for Directors)
Stock Agreements
Fifth Third Bancorp
2023
Underwriting Agreement dated as of July 24, 2023 among RBC Capital Markets, LLC, Citigroup Global Markets Inc., Fifth Third Securities, Inc., and Morgan Stanley & Co. LLC
Underwriting Agreements
Fifth Third Bancorp
2023
Fifteenth Supplemental Indenture dated as of July 27, 2023 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated...
Indenture Agreements
Fifth Third Bancorp
2023
Form of 6.339% Fixed Rate/Floating Rate Senior Notes due 2029
Note Agreements
Fifth Third Bancorp
2023
Bancorp D
Fifth Third Bancorp
2023
2022 Long-Term Incentive Compensation Program Overview February 2023 Grants
Bonus & Incentive Agreements
Fifth Third Bancorp
2023
2023 Performance Share Award Agreement
Bonus & Incentive Agreements
Fifth Third Bancorp
Banks
OH
2023
2023 Restricted Stock Unit Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
Banks
OH
2023
2023 Stock Appreciation Right Award Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
Banks
OH
2023
Supplemental Confirmation dated December 6, 2022, to Master Confirmation dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan...
Repurchase Agreements
Fifth Third Bancorp
2023
Supplemental Confirmation dated January 20, 2023, to Master Confirmation dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan...
Repurchase Agreements
Fifth Third Bancorp
2023
Underwriting Agreement dated as of October 24, 2022 among Goldman Sachs & Co. LLC, Fifth Third Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC
Underwriting Agreements
Fifth Third Bancorp
Banks
OH
2022
Fourteenth Supplemental Indenture dated as of October 27, 2022 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities...
Indenture Agreements
Fifth Third Bancorp
Banks
DE
2022
Form of 6.361% Fixed Rate/Floating Rate Senior Notes due 2028
Note Agreements
Fifth Third Bancorp
Banks
2022
2022 Restricted Stock Unit Grant Agreement (for Directors)
Stock Agreements
Fifth Third Bancorp
Banks
2022
Underwriting Agreement dated as of July 25, 2022 among Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Fifth Third Securities, Inc. and RBC Capital Markets, LLC
Underwriting Agreements
Fifth Third Bancorp
Banks
OH
2022
Thirteenth Supplemental Indenture dated as of July 28, 2022 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated...
Indenture Agreements
Fifth Third Bancorp
2022
Form of 4.772% Fixed Rate/Floating Rate Senior Notes due 2030
Note Agreements
Fifth Third Bancorp
2022
Underwriting Agreement dated as of April 20, 2022 among Fifth Third Bancorp, Goldman Sachs & Co. LLC, Fifth Third Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital...
Underwriting Agreements
Fifth Third Bancorp
2022
Twelfth Supplemental Indenture dated as of April 25, 2022 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated...
Indenture Agreements
Fifth Third Bancorp
Banks
DE
2022
Form of 4.055% Fixed Rate/Floating Rate Senior Notes due 2028
Note Agreements
Fifth Third Bancorp
Banks
2022
Form of 4.337% Fixed Rate/Floating Rate Senior Notes due 2033
Note Agreements
Fifth Third Bancorp
Banks
2022
Description of Registrants Securities
Fifth Third Bancorp
Banks
2022
2021 Long-Term Incentive Compensation Program Overview February 2022 Grants
Bonus & Incentive Agreements
Fifth Third Bancorp
Banks
2022
2022 Performance Share Award Agreement
Bonus & Incentive Agreements
Fifth Third Bancorp
Banks
OH
2022
2022 Restricted Stock Unit Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
2022
2022 Stock Appreciation Right Award Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
2022
Supplemental Confirmation dated October 27, 2021, to Master Confirmation dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan...
Repurchase Agreements
Fifth Third Bancorp
Banks
2022
Supplemental Confirmations each dated July 23, 2021, to Master Confirmation dated August 7, 2019, for accelerated share repurchase transaction between Fifth Third Bancorp and...
Repurchase Agreements
Fifth Third Bancorp
Banks
2021
Supplemental Confirmation dated April 21, 2021, to Master Confirmation dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan...
Repurchase Agreements
Fifth Third Bancorp
Banks
2021
2021 Restricted Stock Unit Grant Agreement (for Directors)
Stock Agreements
Fifth Third Bancorp
2021
Supplemental Confirmation dated January 22, 2021, to Master Confirmation dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan...
Repurchase Agreements
Fifth Third Bancorp
Banks
2021
Description of Registrants Securities
Fifth Third Bancorp
2021
2020 Long-Term Incentive Compensation Program Overview February 2021 Grants
Bonus & Incentive Agreements
Fifth Third Bancorp
2021
2021 Performance Share Award Agreement
Bonus & Incentive Agreements
Fifth Third Bancorp
Banks
OH
2021
2021 Restricted Stock Unit Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
2021
2021 Stock Appreciation Right Award Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
Banks
OH
2021
The Fifth Third Bancorp Nonqualified Deferred Compensation Plan (as amended and restated effective as of September 1, 2020)
Compensation Agreements
Fifth Third Bancorp
Banks
2020
Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective as of September 1, 2020)
Compensation Agreements
Fifth Third Bancorp
2020
Underwriting Agreement dated as of July 27, 2020 among Fifth Third Bancorp, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Fifth Third Securities, Inc., and RBC Capital...
Underwriting Agreements
Fifth Third Bancorp
Banks
NY
2020
Certificate of Amendment to the Amended Articles of Incorporation, as amended, of Fifth Third Bancorp with respect to its 4.500% Fixed-Rate Reset Non-Cumulative Perpetual...
Stock Agreements
Fifth Third Bancorp
2020
Form of Certificate Representing the 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L
Stock Agreements
Fifth Third Bancorp
Banks
2020
Deposit Agreement dated as of July 30, 2020 among Fifth Third Bancorp, as issuer, and American Stock Transfer & Trust Company, LLC, as depositary, transfer agent and registrar,...
Stock Agreements
Fifth Third Bancorp
2020
2020 Restricted Stock Unit Grant Agreement (for Directors)
Stock Agreements
Fifth Third Bancorp
2020
Underwriting Agreement dated as of April 30, 2020 among Morgan Stanley & Co. LLC, Fifth Third Securities, Inc., J.P. Morgan Securities LLC, and RBC Capital Markets, LLC
Underwriting Agreements
Fifth Third Bancorp
Banks
OH
2020
Tenth Supplemental Indenture dated as of May 5, 2020 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of...
Indenture Agreements
Fifth Third Bancorp
Banks
DE
2020
Form of 1.625% Senior Notes due 2023
Note Agreements
Fifth Third Bancorp
2020
Form of 2.550% Senior Notes due 2027
Note Agreements
Fifth Third Bancorp
2020
Description of Registrants Securities
Fifth Third Bancorp
2020
2019 Long-Term Incentive Compensation Program Overview February 2020 Grants
Bonus & Incentive Agreements
Fifth Third Bancorp
Banks
2020
2020 Performance Share Award Agreement
Bonus & Incentive Agreements
Fifth Third Bancorp
Banks
OH
2020
2020 Restricted Stock Unit Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
Banks
OH
2020
2020 Stock Appreciation Right Award Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
2020
2019 Restricted Stock Unit Grant Agreement (for Directors)
Stock Agreements
Fifth Third Bancorp
2020
Supplemental Confirmation dated October 23, 2019, to Master Confirmation dated as of January 22, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and...
Repurchase Agreements
Fifth Third Bancorp
Banks
2020
Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated effective January 1, 2020
Fifth Third Bancorp
2020
Master Confirmation dated as of August 5, 2019, as supplemented by a Supplemental Confirmation dated August 5, 2019, for accelerated share repurchase transaction between Fifth...
Repurchase Agreements
Fifth Third Bancorp
Banks
NY
2019
Supplemental Confirmations dated August 7, 2019, to Master Confirmation dated as of August 5, 2019, for accelerated share repurchase transaction between Fifth Third Bancorp and...
Repurchase Agreements
Fifth Third Bancorp
2019
Underwriting Agreement dated as of October 23, 2019 among Fifth Third Bancorp, RBC Capital Markets, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley &...
Underwriting Agreements
Fifth Third Bancorp
Banks
OH
2019
Ninth Supplemental Indenture dated as of October 28, 2019 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated...
Indenture Agreements
Fifth Third Bancorp
2019
Form of 2.375% Senior Notes due 2025
Note Agreements
Fifth Third Bancorp
2019
Underwriting Agreement dated as of September 12, 2019 among Fifth Third Bancorp, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and UBS...
Underwriting Agreements
Fifth Third Bancorp
Banks
OH
2019
Certificate of Amendment to the Amended Articles of Incorporation, as amended, of Fifth Third Bancorp with respect to its 4.95% Non-Cumulative Perpetual Preferred Stock, Series K
Stock Agreements
Fifth Third Bancorp
2019
Form of Certificate Representing the 4.95% Non-Cumulative Perpetual Preferred Stock, Series K
Stock Agreements
Fifth Third Bancorp
2019
Deposit Agreement dated as of September 17, 2019 among Fifth Third Bancorp, as issuer, and American Stock Transfer & Trust Company, LLC, as depositary, transfer agent and...
Deposit Agreements
Fifth Third Bancorp
2019
Form of Depositary Receipt (included as Exhibit A to Exhibit 4.3)
Fifth Third Bancorp
2019
Articles of Amendment to the Charter of MB Financial, Inc. filed on July 18, 2019
Articles of Amendment
Fifth Third Bancorp
2019
Supplemental Confirmations dated April, 25, 2019, to Master Confirmation, dated March 11, 2019, for accelerated share repurchase transaction between Fifth Third Bancorp and...
Repurchase Agreements
Fifth Third Bancorp
2019
Agreement between Fifth Third Bancorp and Teresa Tanner dated July 1, 2019
Fifth Third Bancorp
Banks
OH
2019
Form of Second Amended and Restated Deposit Agreement among Fifth Third Bancorp, as issuer, and American Stock Transfer & Trust Company, LLC, as depositary, and the holders from...
Deposit Agreements
Fifth Third Bancorp
2019
Master Confirmation, as supplemented by two Supplemental Confirmations, for accelerated share repurchase transaction dated March 11, 2019 between Fifth Third Bancorp and JPMorgan...
Repurchase Agreements
Fifth Third Bancorp
Banks
NY
2019
Sixth Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated effective January 1, 2015
Fifth Third Bancorp
2019
Fourth Amendment to The Fifth Third Bancorp Master Retirement Plan, as Amended and Restated
Retirement Agreements
Fifth Third Bancorp
Banks
2019
First Amendment to the Fifth Third Bancorp 2008 Incentive Compensation Plan
Bonus & Incentive Agreements
Fifth Third Bancorp
2019
First Amendment to the Fifth Third Bancorp 2011 Incentive Compensation Plan
Bonus & Incentive Agreements
Fifth Third Bancorp
2019
First Amendment to the Fifth Third Bancorp 2014 Incentive Compensation Plan
Bonus & Incentive Agreements
Fifth Third Bancorp
2019
First Amendment to the Fifth Third Bancorp 2017 Incentive Compensation Plan
Bonus & Incentive Agreements
Fifth Third Bancorp
2019
Fifth Amendment to Fifth Third Bancorp Non-qualified Deferred Compensation Plan, as Amended and Restated effective January 1, 2013
Compensation Agreements
Fifth Third Bancorp
Banks
2019
First Amendment to the Fifth Third Bancorp Executive Change in Control Severance Plan
Change of Control Agreements
Fifth Third Bancorp
2019
2018 Long-Term Incentive Compensation Program Overview February 2019 Grants
Bonus & Incentive Agreements
Fifth Third Bancorp
2019
2019 Performance Share Award Agreement
Bonus & Incentive Agreements
Fifth Third Bancorp
Banks
OH
2019
2019 Restricted Stock Unit Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
Banks
OH
2019
2019 Stock Appreciation Right Award Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
Banks
OH
2019
Underwriting Agreement dated as of January 23, 2019 among Fifth Third Bancorp, Morgan Stanley & Co. LLC, Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, and RBC Capital...
Underwriting Agreements
Fifth Third Bancorp
Banks
OH
2019
Eighth Supplemental Indenture dated as of January 25, 2019 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated...
Indenture Agreements
Fifth Third Bancorp
2019
Form of 3.650% Senior Notes due 2024
Note Agreements
Fifth Third Bancorp
Banks
2019
Amendment dated as of August 31, 2018 to Seventh Supplemental Indenture dated as of June 5, 2018 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the...
Indenture Agreements
Fifth Third Bancorp
2018
Supplemental Confirmation dated May 23, 2018, to Master Confirmation, dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan...
Repurchase Agreements
Fifth Third Bancorp
Banks
2018
Underwriting Agreement dated as of June 1, 2018 among Fifth Third Bancorp and RBC Capital Markets, LLC
Underwriting Agreements
Fifth Third Bancorp
2018
Seventh Supplemental Indenture dated as of June 5, 2018 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as...
Indenture Agreements
Fifth Third Bancorp
2018
Form of Floating Rate Senior Notes due 2021
Note Agreements
Fifth Third Bancorp
Banks
2018
Agreement and Plan of Merger by and among Fifth Third Bancorp, Fifth Third Financial Corporation and MB Financial, Inc., dated as of May 20, 2018
Merger Agreements
Fifth Third Bancorp
2018
Fifth Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated effective January 1, 2015
Fifth Third Bancorp
Banks
2018
Fourth Amendment to Fifth Third Bancorp Non-qualified Deferred Compensation Plan, as Amended and Restated effective January 1, 2013
Compensation Agreements
Fifth Third Bancorp
Banks
2018
2018 Restricted Stock Unit Grant Agreement (for Directors)
Stock Agreements
Fifth Third Bancorp
2018
Underwriting Agreement dated as of March 12, 2018 among Fifth Third Bancorp and Morgan Stanley & Co. LLC , Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and RBC Capital...
Underwriting Agreements
Fifth Third Bancorp
Banks
OH
2018
Sixth Supplemental Indenture dated as of March 14, 2018 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as...
Indenture Agreements
Fifth Third Bancorp
2018
Form of 3.950% Senior Notes due 2028
Note Agreements
Fifth Third Bancorp
2018
Fourth Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated effective January 1, 2015
Fifth Third Bancorp
2018
Third Amendment to The Fifth Third Bancorp Master Retirement Plan, as Amended and Restated
Retirement Agreements
Fifth Third Bancorp
2018
Supplemental Confirmation dated December 15, 2017, to Master Confirmation, dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan...
Repurchase Agreements
Fifth Third Bancorp
2018
Supplemental Confirmation dated February 8, 2018, to Master Confirmation, dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan...
Repurchase Agreements
Fifth Third Bancorp
2018
2018 Stock Appreciation Right Award Agreement (for Executive Officers)
Stock Agreements
Fifth Third Bancorp
Banks
OH
2018
2018 Performance Share Award Agreement
Bonus & Incentive Agreements
Fifth Third Bancorp
Banks
OH
2018
2018 Restricted Stock Unit Agreement (for Executive Officers.)
Stock Agreements
Fifth Third Bancorp
2018
Long-Term Incentive Award Overview 2018 Grants
Bonus & Incentive Agreements
Fifth Third Bancorp
Banks
2018
Supplemental Confirmation dated August 15, 2017, to Master Confirmation, dated April 23, 2012, for accelerated share repurchase transaction between Fifth Third Bancorp and...
Repurchase Agreements
Fifth Third Bancorp
Banks
2017
Third Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated effective January 1, 2015
Fifth Third Bancorp
2017
Second Amendment to Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, as Amended and Restated effective June 1, 2013
Compensation Agreements
Fifth Third Bancorp
2017
Third Amendment to Fifth Third Bancorp Non-qualified Deferred Compensation Plan, as Amended and Restated effective January 1, 2013
Compensation Agreements
Fifth Third Bancorp
Banks
2017
SUPPLEMENTAL CONFIRMATION
Fifth Third Bancorp
Banks
2017
Restricted Stock Unit Grant Agreement
Stock Agreements
Fifth Third Bancorp
2017
SECOND AMENDMENT TO THE FIFTH THIRD BANCORP 401(k) SAVINGS PLAN (January 1, 2015 Restatement)
Fifth Third Bancorp
2017
FIRST AMENDMENT TO THE FIFTH THIRD BANCORP UNFUNDED DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (June 1, 2013 Restatement)
Compensation Agreements
Fifth Third Bancorp
Banks
2017
SECOND AMENDMENT TO THE FIFTH THIRD BANCORP NONQUALIFIED DEFERRED COMPENSATION PLAN (January 1, 2013 Restatement)
Compensation Agreements
Fifth Third Bancorp
Banks
2017
FIFTHTHIRD BANCORP Underwriting Agreement June 12, 2017
Underwriting Agreements
Fifth Third Bancorp
2017
FIFTH THIRD BANCORP TO WILMINGTON TRUST COMPANY, Trustee FifthSupplemental Indenture Dated as of June 15, 2017 SENIOR DEBT SECURITIES TABLE OF CONTENTS
Indenture Agreements
Fifth Third Bancorp
Banks
DE
2017
FIFTHTHIRD BANCORP 2.600% Senior Notes due 2022
Note Agreements
Fifth Third Bancorp
2017
SECOND AMENDMENT TO FIFTH THIRD BANCORP MASTER RETIREMENT PLAN January 1, 2015 Restatement
Retirement Agreements
Fifth Third Bancorp
Banks
2017
SUPPLEMENTAL CONFIRMATION
Fifth Third Bancorp
2017
Restricted Stock Unit Grant Agreement
Stock Agreements
Fifth Third Bancorp
2017
Stock Appreciation Right Award Agreement
Stock Agreements
Fifth Third Bancorp
Banks
2017
Performance Share Award Agreement
Bonus & Incentive Agreements
Fifth Third Bancorp
Banks
2017
Restricted Stock Unit Grant Agreement
Stock Agreements
Fifth Third Bancorp
2017
Long-Term Incentive Award Overview
Bonus & Incentive Agreements
Fifth Third Bancorp
Banks
2017
SUPPLEMENTALCONFIRMATION
Fifth Third Bancorp
Banks
2016
Director PayProgram
Fifth Third Bancorp
Banks
2016
SUPPLEMENTALCONFIRMATION
Fifth Third Bancorp
Banks
2016
FIRST AMENDMENT TO FIFTH THIRD BANCORP 401(k) SAVINGS PLAN January 1, 2015 Restatement
Fifth Third Bancorp
2016
FIRST AMENDMENT TO THE FIFTH THIRD BANCORP MASTER RETIREMENT PLAN January 1, 2015 Restatement
Retirement Agreements
Fifth Third Bancorp
Banks
2016
SUPPLEMENTAL CONFIRMATION
Fifth Third Bancorp
Banks
2016
SUPPLEMENTAL CONFIRMATION
Fifth Third Bancorp
2015
AGREEMENT
Fifth Third Bancorp
2015
FIFTH THIRDBANCORP Underwriting Agreement
Underwriting Agreements
Fifth Third Bancorp
2015
FIFTH THIRD BANCORP TO WILMINGTON TRUST COMPANY, Trustee FourthSupplemental Indenture Dated as of July 27, 2015 SENIOR DEBT SECURITIES TABLE OF CONTENTS
Indenture Agreements
Fifth Third Bancorp
2015
FIFTH THIRD BANCORP 2.875 % Senior Notes due 2020
Note Agreements
Fifth Third Bancorp
Banks
2015
FIFTH THIRD BANCORP 401(k) SAVINGS PLAN as amended and restated effective as of January 1,2015
Fifth Third Bancorp
2015
THE FIFTH THIRD BANCORP MASTER RETIREMENT PLAN (as amended and restated effective as of January 1, 2015)
Retirement Agreements
Fifth Third Bancorp
Banks
OH
2015
AMENDMENT TO THE FIFTHTHIRD BANCORP NONQUALIFIED DEFERRED COMPENSATION PLAN (as amended and restated effective as of January 1, 2013)
Compensation Agreements
Fifth Third Bancorp
Banks
2015
Stock Appreciation Right Award Agreement
Stock Agreements
Fifth Third Bancorp
Banks
2015
Performance Share Award Agreement
Bonus & Incentive Agreements
Fifth Third Bancorp
2015
Restricted Stock Unit Agreement
Stock Agreements
Fifth Third Bancorp
2015
Restricted Stock Award Agreement
Stock Agreements
Fifth Third Bancorp
Banks
2015
FIFTH THIRD BANCORP EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN Effective January 1, 2015 TABLE OF CONTENTS
Change of Control Agreements
Fifth Third Bancorp
Banks
OH
2014
2014 EXECUTIVE AGREEMENT
Fifth Third Bancorp
2014
FIFTH THIRDBANCORP Underwriting Agreement June 2, 2014
Underwriting Agreements
Fifth Third Bancorp
2014
*201415400905*
Fifth Third Bancorp
Banks
2014
FIFTH THIRD BANCORP Incorporated under the laws of the State of Ohio
Fifth Third Bancorp
Banks
2014
DEPOSIT AGREEMENT DatedJune 5, 2014 FIFTH THIRD BANCORP, AS ISSUER, WILMINGTON TRUST,NATIONAL ASSOCIATION, AS DEPOSITARY AND CALCULATION AGENT, -and- AMERICAN STOCKTRANSFER &...
Stock Agreements
Fifth Third Bancorp
Banks
NY
2014
FIFTH THIRD BANCORP Underwriting Agreement
Underwriting Agreements
Fifth Third Bancorp
2014
FIFTH THIRD BANCORP TO WILMINGTON TRUST COMPANY, Trustee ThirdSupplemental Indenture Dated as of February 28, 2014 SENIOR DEBT SECURITIES TABLE OF CONTENTS
Indenture Agreements
Fifth Third Bancorp
2014
FIFTH THIRD BANCORP 2.30% Senior Notes due 2019
Note Agreements
Fifth Third Bancorp
2014
FOURTH AMENDMENT TO THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN (asamended and restated effective as of September 20, 2010)
Fifth Third Bancorp
Banks
2014
THE FIFTH THIRD BANCORP NONQUALIFIED DEFERRED COMPENSATION PLAN (as amended and restated effective as of January 1, 2013)
Compensation Agreements
Fifth Third Bancorp
2014
AMENDED EXECUTIVE AGREEMENT
Fifth Third Bancorp
Banks
OH
2014
2014 EXECUTIVE AGREEMENT
Fifth Third Bancorp
2014
FIFTH THIRD BANCORP Underwriting Agreement
Underwriting Agreements
Fifth Third Bancorp
2013
*201333900985*
Fifth Third Bancorp
Banks
2013
FIFTH THIRD BANCORP Incorporated under the laws of the State of Ohio
Fifth Third Bancorp
2013
DEPOSIT AGREEMENT DatedDecember 9, 2013 FIFTH THIRD BANCORP, AS ISSUER, WILMINGTON TRUST,NATIONAL ASSOCIATION, AS DEPOSITARY AND CALCULATION AGENT, -and- AMERICAN STOCKTRANSFER &...
Stock Agreements
Fifth Third Bancorp
Banks
NY
2013
FIFTH THIRDBANCORP Underwriting Agreement
Underwriting Agreements
Fifth Third Bancorp
Banks
OH
2013
FIFTH THIRD BANCORP 4.30% Subordinated Notes due 2024
Note Agreements
Fifth Third Bancorp
2013
FIFTH THIRD BANCORP UNFUNDED DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (as amended and restated effective as of June 1, 2013) FIFTH THIRD BANCORP UNFUNDED DEFERRED...
Compensation Agreements
Fifth Third Bancorp
2013
Stock Appreciation Right Award Agreement
Stock Agreements
Fifth Third Bancorp
2013
Performance Share Award Agreement
Bonus & Incentive Agreements
Fifth Third Bancorp
2013
Restricted Stock Award Agreement
Stock Agreements
Fifth Third Bancorp
2013
Restricted Stock Award Agreement
Stock Agreements
Fifth Third Bancorp
Banks
2013
THIRD AMENDMENT TO THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN (as amended and restated effective as ofSeptember 20, 2010)
Fifth Third Bancorp
2013
SEPARATION AGREEMENT
Separation Agreements
Fifth Third Bancorp
Banks
2013
FIFTH THIRD BANCORP Underwriting Agreement May 13, 2013
Underwriting Agreements
Fifth Third Bancorp
2013
*201313500097*
Fifth Third Bancorp
2013
FIFTH THIRD BANCORP Incorporated under the laws of the State of Ohio
Fifth Third Bancorp
Banks
2013
DEPOSIT AGREEMENT Dated: May 16, 2013 FIFTH THIRD BANCORP, AS ISSUER, WILMINGTON TRUST, NATIONAL ASSOCIATION, AS DEPOSITARY AND CALCULATION AGENT, -and- AMERICAN STOCK TRANSFER &...
Stock Agreements
Fifth Third Bancorp
Banks
NY
2013
ANNEX A COUNTERPARTY SETTLEMENT PROVISIONS
Settlement Agreements
Fifth Third Bancorp
Banks
NY
2013
SECOND AMENDMENT TO THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN (as amended and restated effective as ofSeptember 20, 2010)
Fifth Third Bancorp
Banks
2013
THE FIFTH THIRD BANCORP NONQUALIFIED DEFERRED COMPENSATION PLAN (as amended and restated effective as of January 1, 2013) THE FIFTH THIRD BANCORP NONQUALIFIED DEFERRED...
Compensation Agreements
Fifth Third Bancorp
2013
GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212 ###-###-####
Fifth Third Bancorp
2012
GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212 ###-###-####
Fifth Third Bancorp
2012
FIFTH THIRD BANCORP Description of Vantiv, Inc. Director Compensationfor Paul L. Reynolds and Greg D. Carmichael
Fifth Third Bancorp
2012
FIFTH THIRD BANCORP 3.500% Senior Notes due 2022
Note Agreements
Fifth Third Bancorp
2012
FIFTH THIRD BANCORP Underwriting Agreement
Underwriting Agreements
Fifth Third Bancorp
Banks
OH
2012
FIFTH THIRD BANCORP TO WILMINGTON TRUST COMPANY, Trustee Second Supplemental Indenture Dated as of March 7, 2012 SENIOR DEBT SECURITIES TABLE OF CONTENTS
Indenture Agreements
Fifth Third Bancorp
2012
FIFTH THIRD BANCORP 3.500% Senior Notes due 2022
Note Agreements
Fifth Third Bancorp
2012
FIFTH THIRD BANCORP UNFUNDED DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (as amended and restated effective as of January 1, 2009) FIFTH THIRD BANCORP UNFUNDED DEFERRED...
Compensation Agreements
Fifth Third Bancorp
2012
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...
Articles of Amendment
Fifth Third Bancorp
2012
FIRST AMENDMENT TO THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN (as amended and restated effective as ofSeptember 20, 2010)
Fifth Third Bancorp
Banks
2012
Amended and Restated Fifth Third Bancorp 1993 Stock Purchase Plan
Stock Agreements
Fifth Third Bancorp
Banks
2012
THE FIFTH THIRD BANCORP NONQUALIFIED DEFERRED COMPENSATION PLAN (as amended and restated effective as of January 1, 2009) THE FIFTH THIRD BANCORP NONQUALIFIED DEFERRED...
Compensation Agreements
Fifth Third Bancorp
2012
FIRST AMENDMENT TO THE FIFTH THIRD BANCORP NONQUALIFIED DEFERRED COMPENSATION PLAN (as amended and restatedeffective as of January 1, 2009)
Compensation Agreements
Fifth Third Bancorp
2012
SECOND AMENDMENT TO THE FIFTH THIRD BANCORP NONQUALIFIED DEFERRED COMPENSATION PLAN (as amended and restatedeffective as of January 1, 2009)
Compensation Agreements
Fifth Third Bancorp
Banks
2012
2012 EXECUTIVE AGREEMENT
Fifth Third Bancorp
2012
AMENDED EXECUTIVE AGREEMENT
Fifth Third Bancorp
2012
EXHIBIT 4.1
Fifth Third Bancorp
Banks
OH
2011
EXHIBIT 4.2 FIFTH THIRD BANCORP TO WILMINGTON TRUST COMPANY, Trustee First Supplemental Indenture Dated as of January 25, 2011 SENIOR DEBT SECURITIES TABLE OF CONTENTS
Indenture Agreements
Fifth Third Bancorp
Banks
DE
2011
EXHIBIT 4.3
Fifth Third Bancorp
Banks
2011
FORM OF LETTER AGREEMENT
Fifth Third Bancorp
2010
FORM OF ADDENDUM NO. 1 TO AGREEMENT REGARDING PORTION OF SALARY PAYABLE IN PHANTOM STOCK UNITS
Stock Agreements
Fifth Third Bancorp
Banks
2010
AGREEMENT REGARDING PORTION OF SALARY PAYABLE INPHANTOM STOCK UNITS
Stock Agreements
Fifth Third Bancorp
2009
FORM OF AGREEMENT REGARDING PORTION OF SALARY PAYABLE IN PHANTOM STOCK UNITS
Stock Agreements
Fifth Third Bancorp
2009
among FIFTH THIRD BANK, FIFTH THIRDFINANCIAL CORPORATION, ADVENT-KONG BLOCKER CORP., FTPS HOLDING, LLC and FIFTH THIRD PROCESSING SOLUTIONS, LLC Dated March 27, 2009
Fifth Third Bancorp
Banks
OH
2009
WARRANT
Warrant Agreements
Fifth Third Bancorp
Banks
NY
2009
FTPS HOLDING, LLC A Delaware Limited Liability Company
Limited Liability Company Agreements
Fifth Third Bancorp
2009
By andbetween FIFTH THIRD BANK, ADVENT-KONG BLOCKER CORP., JPDN ENTERPRISES, LLC, FTPS PARTNERS, LLC and FTPS HOLDING, LLC Dated as of June 30, 2009
Fifth Third Bancorp
2009
among FIFTH THIRD BANK, ADVENT-KONGBLOCKER CORP., FIFTH THIRD PROCESSING SOLUTIONS, LLC and FTPS OPCO, LLC Dated March 27, 2009
Fifth Third Bancorp
2009
WARRANT AGREEMENT SUMMARYOF TERMS AND CONDITIONS
Warrant Agreements
Fifth Third Bancorp
Banks
NY
2009
AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreements
Fifth Third Bancorp
2009
LOAN AGREEMENT among
Loan Agreements
Fifth Third Bancorp
Banks
DC
2009
WARRANT TO PURCHASE COMMON STOCK
Warrant Agreements
Fifth Third Bancorp
2008
EXECUTIVE AGREEMENT
Fifth Third Bancorp
2008
Certificate of Amendment by Directors or Incorporators to Articles (Domestic)
Articles of Amendment
Fifth Third Bancorp
2008
FIFTH THIRD BANCORP
Fifth Third Bancorp
2008
DEPOSIT AGREEMENT Dated: June 25, 2008 FIFTH THIRD BANCORP, ISSUER, WILMINGTON TRUST COMPANY, AS DEPOSITARY AND CONVERSION AGENT
Deposit Agreements
Fifth Third Bancorp
2008
The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 ###-###-#### Fax: 202 ###-###-#### www. alston. com
Fifth Third Bancorp
2008
FIFTH THIRD BANCORP 10,000,000 Depositary Shares Each Representing a 1/250th Interest in a Share of 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G...
Underwriting Agreements
Fifth Third Bancorp
2008
FIFTH THIRD BANCORP 8.25% Subordinated Notes due 2038
Note Agreements
Fifth Third Bancorp
2008
6.25% SeniorNotes due 2013
Fifth Third Bancorp
2008
AGREEMENT AS TO EXPENSES AND LIABILITIES
Fifth Third Bancorp
2008
Certificate Evidencing CommonSecurities of Fifth ThirdCapital Trust VII 8.875% Common Securities (liquidation amount $25 per Common Security)
Security Agreements
Fifth Third Bancorp
2008
FIFTH THIRD CAPITAL TRUST VII
Trust Agreements
Fifth Third Bancorp
2008
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Separation Agreements
Fifth Third Bancorp
2008
FIFTH THIRD BANCORP $750,000,000 6.250% Senior Notes due 2013 Underwriting Agreement
Underwriting Agreements
Fifth Third Bancorp
2008
FIFTH THIRD BANCORP $1,000,000,000 8.25% Subordinated Notes due 2038
Note Agreements
Fifth Third Bancorp
2008
THE FIFTH THIRD BANCORP NONQUALIFIED DEFERRED COMPENSATION PLAN
Compensation Agreements
Fifth Third Bancorp
2008
Certificate Evidencing Common Securities of Fifth Third Capital Trust VI 7.25% Common Securities (liquidation amount $25 per Common Security)
Security Agreements
Fifth Third Bancorp
2007
AGREEMENT AS TO EXPENSES AND LIABILITIES
Fifth Third Bancorp
2007
FIFTH THIRD CAPITAL TRUST VI 7.25% Trust Preferred Securities
Trust Agreements
Fifth Third Bancorp
2007
AMENDMENT NO. 1 TO GUARANTEE AGREEMENT
Guarantee Agreements
Fifth Third Bancorp
2007
Certificate Evidencing Common Securities of Fifth Third Capital Trust V
Trust Agreements
Fifth Third Bancorp
2007
FIFTH THIRD CAPITAL TRUST V 7.25% Trust Preferred Securities
Trust Agreements
Fifth Third Bancorp
2007
FIFTH THIRD BANCORP
Fifth Third Bancorp
Banks
2007
FIFTH THIRD BANCORP
Fifth Third Bancorp
Banks
2007
AMENDED AND RESTATED DECLARATION OF TRUST
Trust Agreements
Fifth Third Bancorp
2007
CUSIP NO. 316781AA1 Certificate Evidencing Trust Preferred Securities of
Trust Agreements
Fifth Third Bancorp
2007
CUSIP NO. 316781AA1 Certificate Evidencing Trust Preferred Securities of
Trust Agreements
Fifth Third Bancorp
Banks
2007
Certificate Evidencing Common Securities of Fifth Third Capital Trust IV
Trust Agreements
Fifth Third Bancorp
Banks
DE
2007
GUARANTEE AGREEMENT by and between FIFTH THIRD BANCORP as Guarantor and WILMINGTON TRUST COMPANY as Guarantee Trustee
Guarantee Agreements
Fifth Third Bancorp
Banks
DE
2007
FIFTH THIRD CAPITAL TRUST IV 6.50% Trust Preferred Securities
Trust Agreements
Fifth Third Bancorp
Banks
DE
2007
FIRSTSUPPLEMENTAL INDENTURE between FIFTH THIRD BANCORP and WILMINGTON TRUST COMPANY Dated as of March 30, 2007 Supplement to Junior SubordinatedIndenture, dated as of March 20,...
Indenture Agreements
Fifth Third Bancorp
2007
FIFTH THIRD BANCORP, as issuer of SUBORDINATED DEBT SECURITIES
Fifth Third Bancorp
2007
FIFTH THIRD BANCORP 5.45% Subordinated Notes due 2017
Note Agreements
Fifth Third Bancorp
2007
FIFTH THIRD BANCORP Floating Rate Subordinated Notes due 2016
Note Agreements
Fifth Third Bancorp
2007
FIFTH THIRD BANCORP Schedule of Director Compensation Arrangements
Compensation Agreements
Fifth Third Bancorp
2007
FIFTH THIRD BANCORP Schedule of Executive Officer Compensation Arrangements
Compensation Agreements
Fifth Third Bancorp
2007
EXECUTIVE AGREEMENT
Fifth Third Bancorp
2007
FIFTH THIRD BANCORP $250,000,000 Floating Rate Subordinated Notes due 2016
Note Agreements
Fifth Third Bancorp
2006
THE FIFTH THIRDBANCORP NONQUALIFIED DEFERRED COMPENSATIONPLAN (as amended and restated effective as of January 1, 2007)
Fifth Third Bancorp
2006
FIFTH THIRD BANCORP
Fifth Third Bancorp
2006
FIFTH THIRD BANCORP
Fifth Third Bancorp
2006
SEPARATION AGREEMENT
Separation Agreements
Fifth Third Bancorp
Banks
2005
Case 1:03-cv-00211-TMR Document 95 Filed05/16/2005 Page 1 of 6
Fifth Third Bancorp
2005
Case 1:03-cv-00211-TMR Document 114 Filed08/15/2005 Page 1 of 6
Fifth Third Bancorp
2005
2005-1 Amendment to Old Kent Directors Deferred Compensation Plan W I T N E S S E T H :
Compensation Agreements
Fifth Third Bancorp
2005
FIFTH THIRD BANCORP
Fifth Third Bancorp
2005
AMENDMENT NO. 1 FIFTH THIRD BANCORP STOCK OPTION GAIN DEFERRAL PLAN (as adopted effective as of May 20, 2005 by the Compensation Committee
Stock Agreements
Fifth Third Bancorp
2005
FIFTH THIRD BANCORP
Fifth Third Bancorp
2005
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among
Merger Agreements
Fifth Third Bancorp
2004
AGREEMENT AND PLAN OF MERGER
Merger Agreements
Fifth Third Bancorp
2004
THIRD AMENDMENT TO THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN (as amended and restated effective as of December 31, 2000)
Fifth Third Bancorp
2004
Amended and Restated Fifth Third Bancorp 1993 Stock Purchase Plan
Stock Agreements
Fifth Third Bancorp
2004
EXHIBIT 1.2
Fifth Third Bancorp
Banks
OH
2011
AMENDMENT AND RESTATEMENT AGREEMENT AND REAFFIRMATION
Fifth Third Bancorp
Banks
IN
2009
UNITED STATES DEPARTMENT OF THE TREASURY 1500 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20220
Fifth Third Bancorp
Banks
DC
2008
EXECUTIVE AGREEMENT
Fifth Third Bancorp
Banks
OH
2008
EXECUTIVE AGREEMENT
Fifth Third Bancorp
Banks
OH
2008
AGREEMENT AS TO EXPENSES AND LIABILITIES
Fifth Third Bancorp
2007
AGREEMENT AS TO EXPENSES AND LIABILITIES
Fifth Third Bancorp
Banks
2007
EXECUTIVE AGREEMENT
Fifth Third Bancorp
2007
EXECUTIVE AGREEMENT
Fifth Third Bancorp
2007
THE FIFTH THIRD BANCORP
Fifth Third Bancorp
2006
Case 1:03-cv-00211-TMR Document85-1 Filed 03/31/2005 Page 1 of 31
Fifth Third Bancorp
2005
Case 1:03-cv-00211-TMR Document129-1 Filed 11/14/2005 Page 1 of 10
Fifth Third Bancorp
2005
2005-1 Amendment to Old Kent Executive Thrift Plan W I T N E S S E T H :
Fifth Third Bancorp
2005
THE FIFTH THIRD BANCORP
Fifth Third Bancorp
2005
THIRD AMENDMENT TO THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN (as amended and restated effective as of December 31, 2000)
Fifth Third Bancorp
2005
FIFTH THIRD BANCORP
Fifth Third Bancorp
2005
Notice of Grant of PerformanceUnits and Award Agreement
Fifth Third Bancorp
2005
Notice of Grant of RestrictedStock and Award Agreement
Fifth Third Bancorp
2005
Notice of Grant of StockAppreciation Right and Grant Agreement
Fifth Third Bancorp
2005
Notice of Grant of RestrictedStock and Award Agreement
Fifth Third Bancorp
2005
FIRST BRADENTON BANK
Fifth Third Bancorp
2005