NINTH SUPPLEMENTAL INDENTURE
NINTH SUPPLEMENTAL INDENTURE (this Ninth Supplemental Indenture), dated as of October 28, 2019 between FIFTH THIRD BANCORP, a corporation duly organized and existing under the laws of the State of Ohio (the Company), having its principal office at Fifth Third Center, 38 Fountain Square Plaza, Cincinnati, Ohio and Wilmington Trust Company, a trust company duly organized and existing under the laws of the State of Delaware, as trustee (the Trustee).
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of April 30, 2008 (the Base Indenture and as supplemented by this Ninth Supplemental Indenture, the Indenture), to provide for the issuance by the Company from time to time of its unsecured debentures, notes or other evidences of indebtedness (the Securities);
WHEREAS, Sections 201, 301 and 901 of the Base Indenture provide that the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture, without the consent of any Holders, to, among other things, establish the terms of Securities of any series as permitted by the Indenture;
WHEREAS, the issuance and sale of $750,000,000 aggregate principal amount of a new series of the Securities of the Company designated as its 2.375% Senior Notes due 2025 (the Senior Notes or the Notes) have been authorized by resolutions adopted by the board of directors of the Company;
WHEREAS, the Company desires to issue and sell $750,000,000 aggregate principal amount of the Senior Notes as of the date hereof;
WHEREAS, the Company desires to establish the terms of the Notes;
WHEREAS, all things necessary to make this Ninth Supplemental Indenture a legal and binding supplement to the Base Indenture in accordance with its terms and the terms of the Base Indenture have been done;
WHEREAS, the Company has complied with all conditions precedent provided for in the Base Indenture relating to this Ninth Supplemental Indenture; and
WHEREAS, the Company has requested that the Trustee execute and deliver this Ninth Supplemental Indenture.
For and in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee covenant and agree, for the equal and proportionate benefit of the Holders of the Notes, as follows: