Common use of Action by Underwriters Clause in Contracts

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP By: /s/ XXXXXXXXXXX X. XXXXXXXX Name: XXXXXXXXXXX X. XXXXXXXX Title: Executive Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount of Securities to be Purchased Credit Suisse Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third Securities, Inc $ 45,000,000 Total $ 750,000,000 SCHEDULE II Fifth Third Bancorp

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly or by Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Trust, the Guarantor and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST CAPITAL IX By: SUNTRUST BANKS, INC., as Sponsor By: /s/ XXXXXXXXXXX Xxxxxxx X. XXXXXXXX Xxxxxxxx Name: XXXXXXXXXXX Xxxxxxx X. XXXXXXXX Xxxxxxxx Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SUNTRUST BANKS, INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By By: /s/ YURIJ SLYZ Xxxxx Xxxx Name: Yurij Slyz Title: V.P. Vice President SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President UBS SECURITIES LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Executive Director Debt Capital Markets By: /s/ Xxxxxx X. Beacon Name: Xxxxxx X. Beacon Title: Associate Director On behalf of each of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Firm Trust Preferred Securities to be Purchased Credit Suisse Maximum number of Optional Trust Preferred Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx that can be Purchased Xxxxxx Xxxxxxx & Co. $ 176,250,000 Incorporated 4,263,750 639,563 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,320,000 198,000 Citigroup Global Markets Inc. 4,263,750 639,563 UBS Securities LLC 4,263,750 639,562 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 4,263,750 639,562 Banc of America Securities LLC 1,320,000 198,000 Sandler X’Xxxxx & Partners, L.P. 240,000 36,000 Bear Xxxxxxx & Co. Inc. 240,000 36,000 Credit Suisse Securities (USA) LLC 240,000 36,000 Deutsche Bank Securities Inc. 240,000 36,000 Xxxxxx Brothers Inc. 240,000 36,000 Barclays Capital Inc. 135,000 20,250 Xxxxxxx Xxxxxx & Co., Inc. 135,000 20,250 Fidelity Capital Markets 135,000 20,250 HSBC Securities (USA) Inc. 135,000 20,250 X.X. Xxxxxxx & Co. 135,000 20,250 Xxxxxx Xxxxxxxxxx Xxxxx LLC 135,000 20,250 Xxxxxxxxxxx & Co. Inc. 135,000 20,250 Pershing LLC 135,000 20,250 Xxxxxxx Xxxxx & Associates, Inc. 135,000 20,250 RBC Xxxx Xxxxxxxx Inc. 135,000 20,250 Xxxxxx X. Xxxxx & Co. Incorporated 135,000 20,250 Xxxxxx, Xxxxxxxx & Company, Incorporated 135,000 20,250 Xxxxx Fargo Securities, LLC 135,000 20,250 BB&T Capital Markets 45,000 6,750 Boenning & Scattergood, Inc. 45,000 6,750 X.X. Xxxx & Associates, Inc 45,000 6,750 City Securities Corporation 45,000 6,750 Crews & Associates, Inc. 45,000 6,750 X.X. Xxxxxxxx & Co. 45,000 6,750 Xxxxxxxxx & Company LLC 45,000 6,750 E* Trade Securities Inc. 45,000 6,750 Ferris, Baker, Xxxxx Inc. 45,000 6,750 Fifth Third Securities, Inc. 45,000 6,750 Fixed Income Securities, LP 45,000 6,750 H&R Block Financial Advisors, Inc. 45,000 6,750 J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. 45,000 6,750 Xxxxxxxx & Co. 45,000 6,750 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 45,000 6,750 KeyBanc Capital Markets 45,000 6,750 XxXxxx, Xxxxx & Co. Inc. 45,000 6,750 Mesirow Financial, Inc. 45,000 6,750 Xxxxxx Xxxxxx & Company, Inc. 45,000 6,750 NatCity Investments, Inc. 45,000 6,750 Xxxxx Xxxxxxx & Co. 45,000 6,750 Xxxxxxx Xxxxxx Xxxxxx Inc. 45,000 6,750 Strene, Xxxx & Xxxxx, Inc. 45,000 6,750 Stone & Xxxxxxxxx LLC 45,000 6,750 Synovus Securities, Inc. 45,000 6,750 TD Waterhouse Investor Services, Inc. 45,000 6,750 Xxxxxx-Xxxxxx IBG, Limited Partnership 45,000 6,750 Wedbush Xxxxxx Securities Inc. 45,000 6,750 Xxxxxxx Xxxxx & Company, L.L.C. 45,000 6,750 Xxxxxxx Capital Markets Group 45,000 6,750 Total: 24,000,000 3,600,000 SCHEDULE II Title of Securities: 7.875% Trust Preferred Securities of SunTrust Capital IX, guaranteed on a subordinated basis by SunTrust Banks, Inc. (Liquidation Amount $25 per security) Number of Securities: 24,000,000 Initial Public Offering Price: $25 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance Purchase Price by Underwriters: $25 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance Underwriters’ Compensation: Retail: $0.7875 per Trust Preferred Security Institutional: $0.50 per Trust Preferred Security Underwriters’ Overallotment: 3,600,000 Optional Trust Preferred Securities Specified Funds for Payment of Purchase Price: Immediately available funds by wire Stated Amount of Trust Common Securities: $10,000 Declaration of Trust: Second Amended and Restated Declaration of Trust, to be entered into on or before the Closing Date, among SunTrust Banks, Inc., as Sponsor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, Xxxxxxx X. Xxxxxx, Xxxxxxx Xxxxxxxx and Xxx Xxxxxxx, as Administrative Trustees, and the registered holders from time to time of the Trust Preferred Securities and the Trust Common Securities Initial Assets of the Trust: $600,010,000 of SunTrust Banks, Inc.’s Junior Subordinated Notes, to be issued pursuant to the Indenture referred to in the Underwriting Agreement to which this Schedule II is attached. Closing Date: March 4, 2008; 10 A.M. (New York City time) Closing Location: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices, etc.: Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third Securities0000 Xxxxxxxx Xxx Xxxx, Inc $ 45,000,000 Total $ 750,000,000 SCHEDULE II Fifth Third BancorpXxx Xxxx 00000

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly or by SunTrust Xxxxxxxx Xxxxxxxx, Inc. on behalf of the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX X. XXXXXXXX Xxxxx Xxxxxxx Name: XXXXXXXXXXX X. XXXXXXXX Xxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Treasurer [Signature Page to Senior Debt Underwriting Agreement] Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ XXXXXX XXXXXXXX Xxxxxxxxxx X. Grumbowski Name: Xxxxxx Xxxxxxxx Xxxxxxxxxx X. Grumbowski Title: Director XXXXXXX, SACHS & COBARCLAYS CAPITAL INC. By By: /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Xxxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT [Signature Page to Senior Debt Underwriting Agreement] SCHEDULE I Underwriters Principal Amount of Securities Notes to be Purchased Credit Suisse SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 400,000,000 Barclays Capital Inc. $ 400,000,000 UBS Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third Securities, Inc $ 45,000,000 200,000,000 Total $ 750,000,000 1,000,000,000 SCHEDULE II Fifth Third Bancorp$1,000,000,000 3.60% Senior Notes due 2016 Issuer: SunTrust Banks, Inc. (“SunTrust”)

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Trust, the Guarantor and the several Underwriters. Very truly yours, FIFTH THIRD CAPITAL TRUST VI By: FIFTH THIRD BANCORP, as Sponsor By: /S/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Treasurer FIFTH THIRD BANCORP By: /s/ /S/ XXXXXXXXXXX X. XXXXXXXX Name: XXXXXXXXXXX Xxxxxxxxxxx X. XXXXXXXX Xxxxxxxx Title: Chief Financial Officer and Executive Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 FITB CAPITAL TRUST VI – UNDERWRITING AGREEMENT Accepted as of the date hereof: CREDIT SUISSE UBS SECURITIES (USA) LLC By /s/ /S/ XXXXXX XXXXXXXX XXXX Name: Xxxxxx Xxxxxxxx Xxxx Title: Executive Director XXXXXXX, SACHS & CO. Debt Capital Markets By /s/ /S/ XXXX XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) Name: Executive Director Title: UBS Investment Bank XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX /S/ XXXXXXX X. XXXXXX Name: Xxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxx Title: Director XXXXXX XXXXXXX & COCITIGROUP GLOBAL MARKETS INC. INCORPORATED By /s/ YURIJ SLYZ /S/ XXXX X. XXXXXXXXX, XX. Name: Yurij Slyz Xxxx X. XxXxxxxxx, Xx. Title: V.P. Managing Director On behalf of each of the Underwriters FTB SENIOR DEBT 2008 FITB CAPITAL TRUST VI – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Firm Trust Preferred Securities to be Purchased Credit Suisse Number of Optional Trust Preferred Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 to be Purchased if Maximum Option Exercised Citigroup Global Markets Inc. 5,025,000 753,750 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 5,025,000 753,750 UBS Securities LLC 5,025,000 753,750 Fifth Third Securities, Inc. 1,500,000 225,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third 5,025,000 753,750 Wachovia Capital Markets, LLC 5,025,000 753,750 Banc of America Securities LLC 300,000 45,000 Bear, Xxxxxxx & Co. Inc. 300,000 45,000 Credit Suisse Securities (USA) LLC 300,000 45,000 Xxxxxx X. Xxxxx & Co. Incorporated 125,000 18,750 H&R Block Financial Advisors, Inc. 125,000 18,750 Fidelity Capital Markets, a division of National Financial Services LLC 125,000 18,750 J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. 125,000 18,750 Xxxxxx Xxxxxxxxxx Xxxxx LLC 125,000 18,750 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 125,000 18,750 Xxxxxxxxxxx & Co. Inc. 125,000 18,750 RBC Xxxx Xxxxxxxx Inc. 125,000 18,750 Xxxxxxx Xxxxx & Associates, Inc. 125,000 18,750 Xxxxxxx Xxxxxx & Co., Inc. 125,000 18,750 Xxxxxx, Xxxxxxxx & Company, Incorporated 125,000 18,750 Xxxxx Fargo Securities, Inc $ 45,000,000 LLC 125,000 18,750 Xxxxxxx Xxxxx & Company, L.L.C. 37,500 5,625 City Securities Corporation 37,500 5,625 Xxxxxxx, Xxxxxx & Co. 37,500 5,625 X.X. Xxxxxxxx & Co. 37,500 5,625 Xxxxxxxxx & Company LLC 37,500 5,625 E*TRADE Securities LLC 37,500 5,625 Xxxxxx, Xxxxx Xxxxx, Incorporated 37,500 5,625 Fixed Income Securities, LP 37,500 5,625 HSBC Securities (USA) Inc. 37,500 5,625 X.X. Xxxxxxx & Co. 37,500 5,625 Xxxxxxxxx & Company, Inc. 37,500 5,625 KeyBanc Capital Markets Inc. 37,500 5,625 X. X. Xxxx & Associates, Inc. 37,500 5,625 Maxim Group LLC 37,500 5,625 Mesirow Financial, Inc. 37,500 5,625 Xxxxxx Xxxxxx & Company, Inc. 37,500 5,625 Pershing LLC 37,500 5,625 SBK-Xxxxxx Investments Corp 37,500 5,625 Xxxxxx X. Xxxxxxx & Co., Inc. 37,500 5,625 Sterne, Agee & Xxxxx, Inc. 37,500 5,625 Stone & Xxxxxxxxx LLC 37,500 5,625 Synovus Securities, Inc. 37,500 5,625 TD Ameritrade, Inc. 37,500 5,625 Xxxxxx-Xxxxxx IBG, Limited Partnership 37,500 5,625 Wedbush Xxxxxx Securities Inc. 37,500 5,625 X.X. Xxxxxxx and Company 37,500 5,625 Total $ 750,000,000 30,000,000 4,500,000 SCHEDULE II Fifth Third BancorpTitle of Securities:

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Trust, the Guarantor and the several Underwriters. Very truly yours, FIFTH THIRD CAPITAL TRUST VII By: FIFTH THIRD BANCORP, as Sponsor By: /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Treasurer FIFTH THIRD BANCORP By: /s/ XXXXXXXXXXX X. XXXXXXXX Name: XXXXXXXXXXX Xxxxxxxxxxx X. XXXXXXXX Xxxxxxxx Title: Executive Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 FITB CAPITAL TRUST VII – UNDERWRITING AGREEMENT Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS XXXXXXX & CO. By INCORPORATED By: /s/ YURIJ SLYZ Name: Yurij Slyz Title: VP CITIGROUP GLOBAL MARKETS INC. By: /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Vice President XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By By: /s/ XXXXX XXXXXXXXXX XXXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ XXXX Name: Yurij Slyz Xxxxxx Xxxx Title: V.P. Executive Director Debt Capital Markets By: /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Executive Director UBS Investment Bank FITB CAPITAL TRUST VII – UNDERWRITING AGREEMENT WACHOVIA CAPITAL MARKETS, LLC By: /s/ XXXXXXX XXXX Name: Xxxxxxx Xxxx Title: Vice President On behalf of each of the Underwriters FTB SENIOR DEBT 2008 FITB CAPITAL TRUST VII – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Firm Trust Preferred Securities to be Purchased Credit Suisse Maximum number of Optional Trust Preferred Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx that can be Purchased Xxxxxx Xxxxxxx & Co. $ 176,250,000 Incorporated 2,366,000 338,000 Citigroup Global Markets Inc. 2,366,000 338,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 2,366,000 338,000 UBS Securities LLC 2,366,000 338,000 Wachovia Capital Markets, LLC 2,366,000 338,000 Fifth Third Securities, Inc. 420,000 60,000 Banc of America Securities LLC 140,000 20,000 Barclays Capital Inc. 140,000 20,000 Credit Suisse Securities (USA) LLC 140,000 20,000 Xxxxxx X. Xxxxx & Co. Incorporated 61,250 8,750 Xxxxxxxx Xxxxxx Van, LLC 61,250 8,750 Fidelity Capital Markets, a division of National Financial Services LLC 61,250 8,750 H&R Block Financial Advisors, Inc. 61,250 8,750 Xxxxxx Xxxxxxxxxx Xxxxx LLC 61,250 8,750 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 61,250 8,750 Xxxxxx Xxxxxx & Company, Inc. 61,250 8,750 Xxxxxxxxxxx & Co. Inc. 61,250 8,750 RBC Capital Markets Corporation 61,250 8,750 Xxxxxx X. Xxxxxxx & Co., Inc. 61,250 8,750 Xxxxxxx Xxxxx & Associates, Inc. 61,250 8,750 Xxxxxxx Xxxxxx & Co., Inc. 61,250 8,750 Xxxxxx, Xxxxxxxx & Company, Incorporated 61,250 8,750 Xxxxx Fargo Securities, LLC 61,250 8,750 Xxxxxxx Xxxxx & Company, L.L.C. 26,250 3,750 City Securities Corporation 26,250 3,750 Xxxxxxx, Xxxxxx & Co. 26,250 3,750 X.X. Xxxxxxxx & Co. 26,250 3,750 Xxxxxxxxx & Company LLC 26,250 3,750 E*TRADE Securities LLC 26,250 3,750 Xxxxxx, Xxxxx Xxxxx, Incorporated 26,250 3,750 Fixed Income Securities, LP 26,250 3,750 HSBC Securities (USA) Inc. 26,250 3,750 X.X. Xxxxxxx & Co. 26,250 3,750 J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. 26,250 3,750 Xxxxxxxxx & Company, Inc. 26,250 3,750 Mesirow Financial, Inc. 26,250 3,750 Pershing LLC 26,250 3,750 Xxxxx Xxxxxxx & Co. 26,250 3,750 Sterne, Agee & Xxxxx, Inc. 26,250 3,750 Xxxxxx-Xxxxxx IBG, Limited Partnership 26,250 3,750 Wedbush Xxxxxx Securities Inc. 26,250 3,750 Total 14,000,000 2,000,000 SCHEDULE II Title of Securities: 8.875% Trust Preferred Securities of Fifth Third Capital Trust VII, guaranteed on a subordinated basis by Fifth Third Bancorp (Liquidation Amount $25 per security) Number of Securities: 14,000,000 Trust Preferred Securities Initial Public Offering Price: $25 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance Purchase Price by Underwriters: Retail: $25 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance Institutional: $25 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance Underwriters’ Compensation: Retail: $0.7875 per Trust Preferred Security Institutional: $0.50 per Trust Preferred Security Underwriters’ Overallotment: 2,000,000 Optional Trust Preferred Securities Specified Funds for Payment of Purchase Price: Immediately available funds by wire Stated Amount of Trust Common Securities: $10,000 Declaration of Trust: Amended and Restated Declaration of Trust, to be entered into on or before the Closing Date, among Fifth Third Bancorp, as Sponsor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, Xxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx, as Administrative Trustees, and the registered holders from time to time of the Trust Preferred Securities and the Trust Common Securities Initial Assets of the Trust: $350,000,000 of Fifth Third Bancorp’s 8.875% Junior Subordinated Notes due 2068, to be issued pursuant to the Indenture referred to in the Underwriting Agreement to which this Schedule II is attached. Closing Date: May 6, 2008; 9:00 A.M. (New York City time) Closing Location: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices, etc.: Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third Securities0000 Xxxxxxxx Xxx Xxxx, Inc $ 45,000,000 Total $ 750,000,000 SCHEDULE II Fifth Third BancorpXxx Xxxx 00000

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives Representative shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the RepresentativesRepresentative. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Trust, the Guarantor and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP CAPITAL TRUST IV By: /s/ FIFTH THIRD BANCORP, as Sponsor By: /S/ XXXXXXXXXXX X. XXXXXXXX Name: XXXXXXXXXXX Xxxxxxxxxxx X. XXXXXXXX Xxxxxxxx Title: Executive Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT FIFTH THIRD BANCORP By: /S/ XXXXXXXXXXX X. XXXXXXXX Name: Xxxxxxxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Trust Preferred Securities to be Purchased Xxxxxxx, Sachs & Co. 375,000 Banc of America Securities LLC 150,000 Credit Suisse Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 150,000 Fifth Third Securities, Inc $ 45,000,000 Total $ 750,000,000 Inc. 75,000 Total: 750,000 SCHEDULE II Title of Securities: 6.50% Trust Preferred Securities of Fifth Third Capital Trust IV, guaranteed on a subordinated basis by Fifth Third Bancorp (Liquidation Amount $1,000 per security) Number of Securities: 750,000 Initial Public Offering Price: $999.74 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance Purchase Price by Underwriters: $999.74 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance Underwriters’ Compensation: $10.00 per Trust Preferred Security Specified Funds for Payment of Purchase Price: Immediately available funds by wire Stated Amount of Trust Common Securities: $10,000 Declaration of Trust: Amended and Restated Declaration of Trust, to be entered into on or before the Closing Date, among Fifth Third Bancorp, as Sponsor, Wilmington Trust Company as Property Trustee, Wilmington Trust Company, as Delaware Trustee, Xxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx as Administrative Trustees, and the registered holders from time to time of the Trust Preferred Securities and the Trust Common Securities Initial Assets of the Trust: $750,010,000 of Fifth Third Bancorp’s 6.50% Junior Subordinated Notes due 2067, to be issued pursuant to the Indenture referred to in the Underwriting Agreement to which this Schedule II is attached. Closing Date: March 30, 2007; 9:00 A.M. (New York City time) Closing Location: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices, etc.: Xxxxxxx, Sachs & Co. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Registration Department

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly or by SunTrust Xxxxxxxx Xxxxxxxx, Inc. on behalf of the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX X. XXXXXXXX Xxxx Xxxxxxx Name: XXXXXXXXXXX X. XXXXXXXX Xxxx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Treasurer [Signature Page to Senior Debt Underwriting Agreement] Accepted as of the date hereof: SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxxxxxxxx X. Grumbowski Name: Xxxxxxxxxxx X. Grumbowski Title: Director CREDIT SUISSE SECURITIES (USA) LLC By By: /s/ XXXXXX XXXXXXXX Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT [Signature Page to Senior Debt Underwriting Agreement] SCHEDULE I Underwriters Principal Amount of Securities Notes to be Purchased SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 300,000,000 Credit Suisse Securities (USA) LLC $ 176,250,000 Xxxxxxx300,000,000 Xxxxxxxxx & Company, Xxxxx Inc. $ 45,000,000 Xxxxx, Xxxxxxxx & Co. Xxxxx, Inc. $ 176,250,000 Xxxxxxx Lynch, Pierce, 45,000,000 Loop Capital Markets LLC $ 20,000,000 RBS Securities Inc. $ 20,000,000 Xxxxxx & Xxxxx Incorporated $ 176,250,000 Xxxxxx X. Xxxxxxx & Co. Incorporated Company, Inc. $ 176,250,000 Fifth Third Securities, Inc $ 45,000,000 20,000,000 Total $ 750,000,000 SCHEDULE II Fifth Third Bancorp$750,000,000 3.50% Senior Notes due 2017 Issuer: SunTrust Banks, Inc. (“SunTrust”)

Action by Underwriters. Any action under this Agreement taken by the Underwriters Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the RepresentativesRepresentatives jointly. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX X. XXXXXXXX Xxxx Xxxxxxx Name: XXXXXXXXXXX X. XXXXXXXX Xxxx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Treasurer [Signature Page to Underwriting Agreement] Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ XXXXXX XXXXXXXX Xxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxxxx Title: Director BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director XXXXXXX, SACHS XXXXX & CO. By By: /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Xxxx Xxxxxx Name: Xxxxx Xxxxxxxxxx Xxxx Xxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each Vice President as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT [Signature Page to Underwriting Agreement] SCHEDULE I Underwriters Principal Amount of Securities Notes to be Purchased Credit Suisse Securities (USA) LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 176,250,000 212,480,000 Barclays Capital Inc. 212,480,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 212,480,000 Citigroup Global Markets Inc. 28,140,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third SecuritiesLLC 28,140,000 Xxxxxxxx Financial Group, Inc $ 45,000,000 Inc. 28,140,000 Xxxxxx X. Xxxxxxx & Company, Inc. 28,140,000 Total $ 750,000,000 SCHEDULE II Fifth Third Bancorp$750,000,000 2.35% Senior Notes due 2018 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Securities: 2.35% Senior Notes due 2018 Issue Size: $750,000,000 Trade Date: October 22, 2013 Time of Delivery: October 25, 2013, 10:00 a.m. Location of Closing: Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Address for Notices: SunTrust Xxxxxxxx Xxxxxxxx, Inc., 0000 Xxxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, XX 00000 Maturity Date: November 1, 2018 Treasury Benchmark: 1.375% due September 30, 2018 Treasury Yield: 1.288% Spread to Treasury: + 108 bps Re-offer Yield: 2.368% Coupon: 2.35%

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly or by Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX Xxxxxx X. XXXXXXXX Xxxxxxxx Name: XXXXXXXXXXX Xxxxxx X. XXXXXXXX Xxxxxxxx Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Treasurer Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By By: /s/ YURIJ SLYZ Xxxxxxx X. Xxxx Name: Yurij Slyz Xxxxxxx X. Xxxx Title: V.P. Managing Director SANDLER X’XXXXX & PARTNERS, L.P. By: SANDLER X’XXXXX & PARTNERS CORP., the sole general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Principal SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. /s/ Xxxxxxx, Sachs & Co. Xxxxxxx, Xxxxx & Co. On behalf of each of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Firm Securities to be Purchased Credit Suisse Maximum number of Optional Securities (USA) LLC $ 176,250,000 that can be Purchased Xxxxxx Xxxxxxx & Co. Incorporated 30,240,000 4,536,000 Sandler X’Xxxxx & Partners, L.P. 30,240,000 4,536,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 23,760,000 3,564,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 23,760,000 3,564,000 Total: 108,000,000 16,200,000 SCHEDULE II COMMON STOCK Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Securities: Common Stock Issue Size: 108,000,000 shares of SunTrust’s Common Stock, par value $1.00 Overallotment Option: 16,200,000 shares of SunTrust’s Common Stock, par value $1.00 Trade Date: June 1, 2009 Time of Delivery: June 5, 2009 Purchase Price: $1,404,000,000, or if the Underwriters exercise the overallotment option in full, $1,614,600,000 Location of Closing: Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Address for Notices: Xxxxxx Xxxxxxx Lynch& Co. Incorporated, Pierce0000 Xxxxxxxx, Xxxxxx & Xxxxx Incorporated $ 176,250,000 Xxx Xxxx, Xxx Xxxx 00000 Use of proceeds: Net proceeds will be used for general corporate purposes. Listing: “STI” Joint Book-Runners: Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third SecuritiesSandler X’Xxxxx & Partners, Inc $ 45,000,000 Total $ 750,000,000 SCHEDULE II Fifth Third BancorpL.P. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxxxx, Xxxxx & Co.

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly or by Xxxxxxx Sachs & Co. on behalf of the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Trust, the Guarantor and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST PREFERRED CAPITAL I By: SUNTRUST BANKS, INC., as Sponsor By: /s/ XXXXXXXXXXX Xxxxxx X. XXXXXXXX Xxxxxxxx XX Name: XXXXXXXXXXX Xxxxxx X. XXXXXXXX Xxxxxxxx XX Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Treasurer SUNTRUST BANKS, INC. By: /s/ Xxxxxx X. Xxxxxxxx XX Name: Xxxxxx X. Xxxxxxxx XX Title: Senior Vice President and Treasurer Accepted as of the date hereof: CREDIT SUISSE SECURITIES /s/ Xxxxxxx, Xxxxx & Co. (USAXxxxxxx, Sachs & Co.) LLC By SUNTRUST CAPITAL MARKETS, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director XXXXXX XXXXXXXX BROTHERS INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. Senior Vice President On behalf of each of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Securities Normal PPS to be Purchased Xxxxxxx, Sachs & Co. 200,000 SunTrust Capital Markets, Inc. 150,000 Xxxxxx Brothers Inc. 125,000 Banc of America Securities LLC 5,000 Citigroup Global Markets Inc. 5,000 Credit Suisse Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, 5,000 X.X. Xxxxxx & Xxxxx Incorporated $ 176,250,000 Securities Inc. 5,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third Securities, Inc $ 45,000,000 Total $ 750,000,000 5,000 Total: 500,000 SCHEDULE II Fifth Third BancorpTitle of Securities: 5.853% Fixed-to-Floating Rate Normal PPS of SunTrust Preferred Capital I, guaranteed on a subordinated basis by SunTrust Banks, Inc. (Liquidation Amount $1,000 per security) Number of Securities: 500,000 Initial Public Offering Price: $1,000 per Normal PPS plus accumulated distributions, if any, from the date of original issuance Purchase Price by Underwriters: $1,000 per Normal PPS plus accumulated distributions, if any, from the date of original issuance Underwriters’ Compensation: $15 per Normal PPS Specified Funds for Payment of Purchase Price: Immediately available funds by wire Stated Amount of Trust Common Securities: $1,000,000 Declaration of Trust: Amended and Restated Declaration of Trust, to be entered into on or before the Closing Date, among SunTrust Banks, Inc., as Sponsor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx, XX and Xxxxxxx X. Xxxxxxxx, as Administrative Trustees, and the registered holders from time to time of the PPS and the Trust Common Securities Initial Assets of the Trust:

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP By: /s/ XXXXXXXXXXX X. XXXXXXXX Name: XXXXXXXXXXX Xxxxxxxxxxx X. XXXXXXXX Xxxxxxxx Title: Executive Vice President and Chief Financial Officer FTB SENIOR DEBT FITB Sub Debt 2008 – UNDERWRITING AGREEMENT Underwriting Agreement Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each of the Underwriters FTB SENIOR DEBT FITB Sub Debt 2008 – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE I Underwriters Principal Amount of Securities to be Purchased Credit Suisse Securities (USA) LLC $ 176,250,000 235,000,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 235,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 235,000,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 235,000,000 Fifth Third Securities, Inc Inc. $ 45,000,000 60,000,000 Total $ 750,000,000 1,000,000,000 SCHEDULE II Fifth Third BancorpBancorp Title of Securities: 8.25% Subordinated Notes due 2038 (the “Securities”) Aggregate Principal Amount: $1,000,000,000 Denominations: $5,000 and integral multiples of $1,000 in excess thereof Price to Public:

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representative will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five counterparts the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP By: WACHOVIA CORPORATION /s/ XXXXXXXXXXX X. XXXXXXXX XXX XXXXXX Name: XXXXXXXXXXX X. XXXXXXXX Xxx Xxxxxx Title: Executive Senior Vice President The foregoing Agreement is hereby confirmed and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Accepted accepted as of the date hereoffirst above written. By: CREDIT SUISSE SECURITIES (USA) WACHOVIA CAPITAL MARKETS, LLC By On behalf of the Underwriters set forth in Schedule I By: /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXX XXXXXXXXXX Name: Xxxxx Xxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Securities Firm Depositary Shares to be Purchased Credit Suisse Securities (USA) Wachovia Capital Markets, LLC $ 176,250,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 14,720,000 Citigroup Global Markets Inc. 14,720,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 14,720,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 14,720,000 UBS Securities LLC 14,720,000 Banc of America Securities LLC 400,000 Barclays Capital Inc. 400,000 Xxxxxxx Capital Markets, LLC 400,000 Deutsche Bank Securities Inc. 400,000 Fifth Third Securities, Inc $ 45,000,000 Inc. 400,000 Xxxxxxx, Xxxxx & Co. 400,000 Greenwich Capital Markets, Inc. 400,000 ING Financial Markets LLC 400,000 KeyBanc Capital Markets, a division of McDonald Investments Inc. 400,000 Xxxxxx Brothers Inc. 400,000 NatCity Investments, Inc. 400,000 RBC Xxxx Xxxxxxxx Inc. 400,000 Xxxxxx X. Xxxxxxx & Company, Inc. 400,000 Sandler X’Xxxxx & Partners, L.P. 400,000 The Xxxxxxxx Capital Group, L.P. 400,000 Xxxxx Fargo Securities, LLC 400,000 Total $ 750,000,000 80,000,000 SCHEDULE II Fifth Third BancorpTitle of Securities: Depositary Shares, each representing a 1/40th Interest in a Share of Class A Preferred Stock of Wachovia Corporation, Series J, no-par value Number of Firm Securities: 80,000,000 Number of Optional Securities: 12,000,000 Initial Public Offering Price: $25 per Depositary Share Purchase Price by Underwriters: $25 per Depositary Share Underwriters’ Compensation: $0.50 per $25 principal amount of Depositary Share In addition, with respect to each of the 39,901,000 Depositary Shares sold to retail investors, the Company will pay a $0.1575 management fee and a $0.13 underwriting fee to the underwriters. Specified Funds for Payment of Purchase Price: Immediately available funds by wire Closing Date: December 21, 2007; 10:30 a.m. (New York City time) Closing Location: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices, etc.: Wachovia Capital Markets, LLC 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 Attn: Debt Capital Markets Issuer Free Writing Prospectuses Not Included in the Pricing Disclosure Package: None. SCHEDULE II(a) AND SCHEDULE II(b)

Action by Underwriters. Any action under this Agreement taken by the Underwriters Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the RepresentativesRepresentatives jointly. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX X. XXXXXXXX Xxxx Xxxxxxx Name: XXXXXXXXXXX X. XXXXXXXX Xxxx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Treasurer [Signature Page to Underwriting Agreement] Accepted as of the date hereof: SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director BARCLAYS CAPITAL INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By By: /s/ XXXXXX XXXXXXXX Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount of Securities Notes to be Purchased SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 184,168,000 Barclays Capital Inc. 184,166,000 Credit Suisse Securities (USA) LLC 184,166,000 Loop Capital Markets LLC 24,375,000 Apto Partners, LLC 24,375,000 RBC Capital Markets, LLC 24,375,000 Deutsche Bank Securities Inc. 24,375,000 Total $ 176,250,000 650,000,000 SCHEDULE II $650,000,000 2.50% Senior Notes due 2019 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Securities: 2.50% Senior Notes due 2019 Issue Size: $650,000,000 Trade Date: April 24, 2014 Time of Delivery: May 1, 2014, 10:00 a.m. Location of Closing: Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Address for Notices: SunTrust Xxxxxxxx Xxxxxxxx, Inc., 0000 Xxxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx & Co. $ 176,250,000 Xxxxxxx LynchXX 00000 Maturity Date: May 1, Pierce2019 Treasury Benchmark: 1.625% due March 31, Xxxxxx & Xxxxx Incorporated $ 176,250,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third Securities, Inc $ 45,000,000 Total $ 750,000,000 SCHEDULE II Fifth Third Bancorp2019 Treasury Yield: 1.719% Spread to Treasury: + 80 bps Re-offer Yield: 2.519% Coupon: 2.50%

Action by Underwriters. Any action under this Agreement taken by the Underwriters Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the RepresentativesRepresentatives jointly. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX X. XXXXXXXX Xxxx Xxxxxxx Name: XXXXXXXXXXX X. XXXXXXXX Xxxx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Treasurer Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) XXXXXX XXXXXXX & CO. LLC By By: /s/ XXXXXX XXXXXXXX Yurij Slyz Name: Xxxxxx Xxxxxxxx Yurij Slyz Title: Executive Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx XxXxxxxxx, Xx. Name: Xxxx XxXxxxxxx, Xx. Title: Managing Director XXXXXXX, SACHS XXXXX & CO. By By: /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President [Signature Page to Underwriting Agreement] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By By: /s/ XXXXX XXXXXXXXXX Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Head of Americas IG Capital Markets SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxx Grumbowski Name: Xxxxx Xxxxxxxxxx Grumbowski Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By UBS SECURITIES LLC By: /s/ YURIJ SLYZ Xxxxxx Xxxxxx Name: Yurij Slyz Xxxxxx Xxxxxx Title: V.P. On behalf of each Managing Director By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT [Signature Page to Underwriting Agreement (cont.)] SCHEDULE I Underwriters Principal Amount Number of Securities Firm Shares to be Purchased Credit Suisse Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx Maximum Number of Optional Shares to be Purchased Xxxxxx Xxxxxxx & Co. $ 176,250,000 LLC 2,880,000 320,000 Citigroup Global Markets Inc. 2,880,000 320,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 2,880,000 320,000 UBS Securities LLC 2,880,000 320,000 Xxxxxxx, Sachs & Co. 1,530,000 170,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,530,000 170,000 Sandler X’Xxxxx & Partners, L.P. 810,000 90,000 Barclays Capital Inc. 270,000 30,000 Credit Suisse Securities (USA) LLC 270,000 30,000 Deutsche Bank Securities Inc. 270,000 30,000 BNY Mellon Capital Markets, LLC 135,000 15,000 HRC Investment Services, Inc. 135,000 15,000 Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx LLC 135,000 15,000 Xxxxxxxxxxx & Co. Inc. 135,000 15,000 RBC Capital Markets, LLC 135,000 15,000 Xxxxxx X. Xxxxx & Co. Incorporated $ 176,250,000 Fifth Third 135,000 15,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 135,000 15,000 Advisors Asset Management Inc. 45,000 5,000 BB&T Capital Markets 45,000 5,000 X. X. Xxxx & Associates, Inc. 45,000 5,000 City Securities Corporation 45,000 5,000 Comerica Securities, Inc $ 45,000,000 Inc. 45,000 5,000 X.X. Xxxxxxxx & Co. 45,000 5,000 Xxxxxxxxx & Company LLC 45,000 5,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 45,000 5,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 45,000 5,000 Maxim Groum LLC 45,000 5,000 Mesirow Financial, Inc. 45,000 5,000 Xxxx, Xxxxxxxxx & Associates Inc. 45,000 5,000 Southwest Securities Inc. 45,000 5,000 Sterne, Agee & Xxxxx, Inc. 45,000 5,000 Stockcross Financial Services, Inc. 45,000 5,000 Synovus Securities, Inc. 45,000 5,000 Wedbush Xxxxxx Securities Inc. 45,000 5,000 Xxxxxxx Xxxxx & Company, L.L.C. 45,000 5,000 Xxxxxxx Capital Markets Group 45,000 5,000 Total $ 750,000,000 18,000,000 2,000,000 SCHEDULE II Fifth Third BancorpIssuer: SunTrust Banks, Inc. (“SunTrust”)

Action by Underwriters. Any action under this Agreement taken by the Underwriters Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the RepresentativesRepresentatives jointly. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX X. XXXXXXXX Xxxxxx Xxxxxxx Name: XXXXXXXXXXX X. XXXXXXXX Xxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Corporate Treasurer Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, XXXXXXX SACHS & CO. By LLC By: /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Xxxxxxx Xxxx Name: Xxxxx Xxxxxxxxxx Xxxxxxx Xxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director XXXXXX XXXXXXX & CO. INCORPORATED By LLC By: /s/ YURIJ SLYZ Xxxxxxx Xxxxx Name: Yurij Slyz Xxxxxxx Xxxxx Title: V.P. On behalf of each Executive Director SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT [Signature Page to Underwriting Agreement] SCHEDULE I Underwriters Principal Amount Number of Securities to be Depositary Shares tobe Purchased Credit Suisse Securities (USA) LLC $ 176,250,000 XxxxxxxSunTrust Xxxxxxxx Xxxxxxxx, Xxxxx Inc. 106,250 Xxxxxxx Sachs & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, LLC 106,250 X.X. Xxxxxx & Xxxxx Incorporated $ 176,250,000 Securities LLC 106,250 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third Securities, Inc $ 45,000,000 LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total $ 750,000,000 500,000 SCHEDULE II Fifth Third BancorpIssuer: SunTrust Banks, Inc. (“SunTrust”) Title of Security: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives Representative shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the RepresentativesRepresentative. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP Fifth Third Bancorp By: /s/ XXXXXXXXXXX XXXXXX X. XXXXXXXX XXXXXX Name: XXXXXXXXXXX Xxxxxx X. XXXXXXXX Xxxxxx Title: Executive Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 SERIES G PREFERRED STOCK – UNDERWRITING AGREEMENT Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By Xxxxxxx, Sachs & Co. By: /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each of the Underwriters FTB SENIOR DEBT 2008 SERIES G PREFERRED STOCK – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Firm Securities to be Purchased Maximum number of Optional Securities that can be Purchased Xxxxxxx, Sachs & Co. 5,000,000 750,000 Credit Suisse Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 2,300,000 345,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 2,300,000 345,000 Fifth Third Securities, Inc $ 45,000,000 Total $ 750,000,000 Inc. 400,000 60,000 Address of Representative: Xxxxxxx, Sachs & Co. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Registration Department SCHEDULE II Fifth Third BancorpII

Action by Underwriters. Any action under this Agreement taken by the Underwriters Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the RepresentativesRepresentatives jointly. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX X. XXXXXXXX Xxxxxx Xxxxxxx Name: XXXXXXXXXXX X. XXXXXXXX Xxxxxx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT President, Corporate Treasurer [Signature Page to Underwriting Agreement] Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ XXXXXX XXXXXXXX Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX Barclays Capital Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director Citigroup Global Markets Inc. By: /s/ Xxxx X. XxXxxxxxx, Xx. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director Xxxxxx Xxxxxxx & CO. INCORPORATED By Co. LLC By: /s/ YURIJ SLYZ Yurij Slyz Name: Yurij Slyz Title: V.P. On behalf of each Executive Director as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT [Signature Page to Underwriting Agreement] SCHEDULE I Underwriters Principal Amount of Securities Notes to be Purchased Credit Suisse Securities (USA) LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 176,250,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 200,000,000 Barclays Capital Inc. 200,000,000 Citigroup Global Markets Inc. 200,000,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third SecuritiesLLC 200,000,000 X.X. Xxxxxx Securities LLC 75,000,000 RBC Capital Markets, Inc $ 45,000,000 LLC 75,000,000 Loop Capital Markets LLC 25,000,000 The Xxxxxxxx Capital Group, L.P. 25,000,000 Total $ 750,000,000 1,000,000,000 SCHEDULE II Fifth Third Bancorp$1,000,000,000 2.70% Senior Notes due 2022 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Securities: 2.70% Senior Notes due 2022 Issue Size: $1,000,000,000 Trade Date: November 28, 2016 Settlement Date: December 1, 2016 (T+3) Location of Closing: Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Address for Notices: SunTrust Xxxxxxxx Xxxxxxxx, Inc., 0000 Xxxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, XX 00000 Maturity Date: January 27, 2022 Treasury Benchmark: 1.750% US Treasury due November 30, 2021 Treasury Yield: 1.796% Spread to Treasury: +93 bps Re-offer Yield: 2.726% Coupon: 2.70% per annum Interest Payment Dates: Semiannually in arrears on January 27 and July 27 of each year beginning on July 27, 2017 (long first coupon).

Action by Underwriters. Any action under this Agreement taken by the Underwriters Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the RepresentativesRepresentatives jointly. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX X. XXXXXXXX Xxxx Xxxxxxx Name: XXXXXXXXXXX X. XXXXXXXX Xxxx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT & Treasurer Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By By: /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxxx Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxxx Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. INCORPORATED By LLC By: /s/ YURIJ SLYZ Yurij Slyz Name: Yurij Slyz Title: V.P. On behalf of each Director SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ J. Xxxxx Xxxxxxxxxx Name: J. Xxxxx Xxxxxxxxxx Title: Director as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Securities Depositary Shares to be Purchased Credit Suisse Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx Sachs & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 141,664 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third SecuritiesLLC 141,664 SunTrust Xxxxxxxx Xxxxxxxx, Inc $ 45,000,000 Inc. 141,664 Citigroup Global Markets Inc. 18,752 X.X. Xxxxxx Securities LLC 18,752 RBC Capital Markets, LLC 18,752 UBS Securities LLC 18,752 Total $ 750,000,000 500,000 SCHEDULE II Fifth Third BancorpIssuer: SunTrust Banks, Inc. (“SunTrust”) Title of Security: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series F Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series F) Aggregate Liquidation Preference: $100,000 per share of Perpetual Preferred Stock, Series F, equivalent to $1,000 per Depositary Share Dividend Rate: From November 7, 2014 to, but excluding, December 15, 2019, at a rate of 5.625% per annum, and from and including December 15, 2019 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 3.86% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2015 and ending December 15, 2019 and, from and including December 15, 2019, the 15th day of March, June, September and December each year, beginning March 15, 2020. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends.

Action by Underwriters. Any action under this Agreement taken by the Underwriters Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the RepresentativesRepresentatives jointly. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX X. XXXXXXXX Xxxxxx Xxxxxxx Name: XXXXXXXXXXX X. XXXXXXXX Xxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Corporate Treasurer Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ XXXXXX XXXXXXXX Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxxxxxxx Title: Director XXXXXXX, SACHS BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. By LLC By: /s/ XXXXXXX XXXXX (XxxxxxxYurij Slyz Name: Yurij Slyz Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount of Securities Notes to be Purchased Credit Suisse Securities (USA) LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 176,250,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 180,625,000 Barclays Capital Inc. 180,625,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third SecuritiesLLC 180,625,000 RBC Capital Markets, Inc $ 45,000,000 LLC 180,625,000 Citigroup Global Markets Inc. 51,000,000 X. Xxxxxxx & Co., Inc. 25,500,000 Xxxxxx X. Xxxxxxx & Company, Inc. 25,500,000 The Xxxxxxxx Capital Group, L.P. 25,500,000 Total $ 750,000,000 850,000,000 SCHEDULE II Fifth Third Bancorp$850,000,000 4.00% Senior Notes due 2025 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Securities: 4.00% Senior Notes due 2025 Issue Size: $850,000,000 Trade Date: April 24, 2018 Settlement Date: April 26, 2018 (T+2) Location of Closing: Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Address for Notices: SunTrust Xxxxxxxx Xxxxxxxx, Inc., 0000 Xxxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, XX 00000 Maturity Date: May 1, 2025 Benchmark Treasury: 2.625% US Treasury due March 31, 2025 Benchmark Treasury Yield: 2.941% Spread to Benchmark Treasury: +108 bps Re-offer Yield: 4.021% Coupon: 4.00% per annum Interest Payment Dates: Semiannually in arrears on May 1 and November 1 of each year beginning on November 1, 2018 (long first coupon).

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly or by Xxxxxxx, Sachs & Co. on behalf of the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX X. XXXXXXXX Xxxxx Xxxxxxx Name: XXXXXXXXXXX X. XXXXXXXX Xxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Corporate Treasurer Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS XXXXX & CO. By /s/ XXXXXXX XXXXX (Goldman, Sachse & Co. Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director Co. XXXXXX XXXXXXX & CO. INCORPORATED By By: /s/ YURIJ SLYZ Xxxx Xxxxx Name: Yurij Slyz Xxxx Xxxxx Title: V.P. Managing Director SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director On behalf of each of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Securities to be Purchased Xxxxxxx, Xxxxx & Co. 8,813,559 Xxxxxx Xxxxxxx & Co. Incorporated 8,813,559 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 8,813,559 Credit Suisse Securities (USA) LLC $ 176,250,000 3,525,424 Citigroup Global Markets Inc. 1,762,712 Deutsche Bank Securities Inc. 1,762,712 Sandler X’Xxxxx & Partners, L.P. 1,762,712 Total: 35,254,237 SCHEDULE II COMMON STOCK Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Securities: Common Stock Issue Size: 35,254,237 shares of SunTrust’s Common Stock, par value $1.00 Trade Date: March 18, 2011 Time of Delivery: Xxxxx 00, 0000 Xxxxxxxx Price: $28.65187 Location of Closing: Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Address for Notices: Xxxxxxx, Sachs & Co., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Use of proceeds: Net proceeds will be used for general corporate purposes. Listing: “STI” Joint Book-Runners: Xxxxxxx, Xxxxx & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, Inc $ 45,000,000 Total $ 750,000,000 SCHEDULE II Fifth Third BancorpInc. Lead Manager: Credit Suisse Securities (USA) LLC Co-Managers: Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Sandler X’Xxxxx & Partners, X.X.

Action by Underwriters. Any action under this Agreement taken by the Underwriters Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the RepresentativesRepresentatives jointly. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX Xxxxx X. XXXXXXXX Xxxxx Name: XXXXXXXXXXX Xxxxx X. XXXXXXXX Xxxxx Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Corporate Treasurer Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ XXXXXX XXXXXXXX Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxxxxxxx Title: Director XXXXXXXCITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. XxXxxxxxx, SACHS & COXx. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Anguel Zapeianou Name: Anguel Zapeianou Title: Managing Director By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. INCORPORATED By LLC By: /s/ YURIJ SLYZ Yurij Slyz Name: Yurij Slyz Title: V.P. On behalf of each Executive Director as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount of Securities Notes to be Purchased Credit Suisse SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 212,500,000 Citigroup Global Markets Inc. 212,500,000 Deutsche Bank Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 Inc. 212,500,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third SecuritiesLLC 212,500,000 X.X. Xxxxxx Securities LLC 50,000,000 RBC Capital Markets, Inc $ 45,000,000 LLC 25,000,000 UBS Securities LLC 25,000,000 Lebenthal & Co., LLC 25,000,000 Xxxxxxxx Financial Group, Inc. 25,000,000 Total $ 750,000,000 1,000,000,000 SCHEDULE II Fifth Third Bancorp$1,000,000,000 2.90% Senior Notes due 2021 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Securities: 2.90% Senior Notes due 2021 Issue Size: $1,000,000,000 Trade Date: February 29, 2016 Settlement Date: March 3, 2016 (T+3) Location of Closing: Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Address for Notices: SunTrust Xxxxxxxx Xxxxxxxx, Inc., 0000 Xxxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, XX 00000 Maturity Date: Xxxxx 0, 0000 Xxxxxxxx Xxxxxxxxx: 1.125% US Treasury due February 28, 2021 Treasury Yield: 1.217% Spread to Treasury: +173 bps Re-offer Yield: 2.947% Coupon: 2.90% per annum Interest Payment Dates: Semiannually in arrears on March 3 and September 3 of each year beginning on September 3, 2016.

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Representatives jointly or on behalf of the Representatives by SunTrust Xxxxxxxx Xxxxxxxx, Inc. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX Xxxxxx X. XXXXXXXX Xxxxxxxx, XX Name: XXXXXXXXXXX Xxxxxx X. XXXXXXXX Xxxxxxxx, XX Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Treasurer Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ XXXXXX XXXXXXXX C. Victor Manny Name: Xxxxxx Xxxxxxxx C. Victor Manny Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. INCORPORATED By By: /s/ YURIJ SLYZ Yurij Zlyz Name: Yurij Slyz Zlyz Title: V.P. On behalf of each Vice President as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount of Securities Notes to be Purchased SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 212,500,000 Xxxxxx Xxxxxxx & Co. Incorporated 212,500,000 Banc of America Securities LLC 12,500,000 BNP Paribas Securities Corp. 12,500,000 Citigroup Global Markets Inc. 12,500,000 Credit Suisse Securities (USA) LLC $ 176,250,000 12,500,000 Xxxxxxx, Xxxxx Sachs & Co. $ 176,250,000 12,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third Securities, Inc $ 45,000,000 12,500,000 Total $ 750,000,000 500,000,000 SCHEDULE II Fifth Third Bancorp$500,000,000 5.250% Senior Notes due November 2012 Issuer: SunTrust Banks, Inc. (“SunTrust”)

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives Representative shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the RepresentativesRepresentative. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Trust, the Guarantor and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP REGIONS FINANCING TRUST II By: REGIONS FINANCIAL CORPORATION, as Depositor By: /s/ XXXXXXXXXXX X. XXXXXXXX Exxx Xxxx Name: XXXXXXXXXXX X. XXXXXXXX Exxx Xxxx Title: Executive Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Treasurer REGIONS FINANCIAL CORPORATION By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Treasurer Accepted as of the date hereof: CREDIT SUISSE SECURITIES /s/ Gxxxxxx, Sachs & Co. (USA) LLC By /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXXGxxxxxx, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx Sxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Trust Preferred Securities to be Underwriters Purchased Gxxxxxx, Sachs & Co. 280,000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 140,000 Mxxxxx Xxxxxx & Company, Inc. 140,000 Credit Suisse Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx 43,750 J.X. Xxxxxx Securities Inc. 43,750 UBS Securities LLC 43,750 Gxxxxx & Co. $ 176,250,000 Xxxxxxx Lynch8,750 Total 700,000 SCHEDULE II Title of Securities: 6.625% Trust Preferred Securities of Regions Financing Trust II, Piercefully and unconditionally guaranteed, on a subordinated basis, by Regions Financial Corporation (liquidation amount $1,000 per security) Number of Securities: 700,000 Initial Public Offering Price: $999.72 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance Purchase Price by Underwriters: $999.72 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance Underwriters’ Compensation: $10.00 per Trust Preferred Security Specified Funds for Payment of Purchase Price: Immediately available funds by wire Stated Amount of Trust Common Securities: $10,000 Declaration of Trust: Amended and Restated Declaration of Trust, to be entered into on or before the Closing Date, among Regions Financial Corporation, as Depositor, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, Dxxx Xxxxx and Cxxx X. Xxxxxx as Administrative Trustees, and the registered holders from time to time of the Trust Preferred Securities and the Trust Common Securities Initial Assets of the Trust: $700,010,000 aggregate principal amount of Regions Financial Corporation’s 6.625% Junior Subordinated Notes due 2077, to be issued pursuant to the Indenture referred to in the Underwriting Agreement to which this Schedule II is attached. Closing Date: April 27, 2007; 9:30 A.M. (New York City time) Closing Location: Sxxxxxxx & Cxxxxxxx LLP 100 Xxxxx Incorporated $ 176,250,000 Xxxxxx Xxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices, etc.: Gxxxxxx, Sachs & Co. Incorporated $ 176,250,000 Fifth Third Securities80 Xxxxx Xxxxxx Xxx Xxxx, Inc $ 45,000,000 Total $ 750,000,000 SCHEDULE II Fifth Third BancorpXxx Xxxx 00000 Attn: Registration Department

Action by Underwriters. Any action under this Agreement taken by the Underwriters Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the RepresentativesRepresentatives jointly. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX X. XXXXXXXX Xxxxxx Xxxxxxx Name: XXXXXXXXXXX X. XXXXXXXX Xxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Corporate Treasurer [Signature Page to Underwriting Agreement] Accepted as of the date hereof: SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director CREDIT SUISSE SECURITIES (USA) LLC By By: /s/ XXXXXX XXXXXXXX Xxxxx Xxxxxxxx Name: Xxxxxx Xxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS XXXXX & CO. By By: /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Xxxx Xxxxxx Name: Xxxxx Xxxxxxxxxx Xxxx Xxxxxx Title: Director Vice President XXXXXX XXXXXXX & CO. INCORPORATED By LLC By: /s/ YURIJ SLYZ Yurij Slyz Name: Yurij Slyz Title: V.P. On behalf of each Executive Director as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Securities Depositary Shares to be Purchased Credit Suisse Securities (USA) LLC $ 176,250,000 159,375 Xxxxxxx, Xxxxx & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 159,375 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third SecuritiesLLC 159,375 SunTrust Xxxxxxxx Xxxxxxxx, Inc $ 45,000,000 Inc. 159,375 X.X. Xxxxxx Securities LLC 56,250 RBC Capital Markets, LLC 56,250 Total $ 750,000,000 750,000 SCHEDULE II Fifth Third BancorpIssuer: SunTrust Banks, Inc. (“SunTrust”) Title of Security: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series G Number of Depositary Shares: 750,000 Depositary Shares (representing an aggregate of 7,500 shares of Perpetual Preferred Stock, Series G) Aggregate Liquidation Preference: $750,000,000 ($100,000 per share of Perpetual Preferred Stock, Series G, equivalent to $1,000 per Depositary Share) Dividend Rate: From May 2, 2017 to, but excluding, June 15, 2022, at a rate of 5.05% per annum, and from and including June 15, 2022 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 3.102% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing December 15, 2017 and ending June 15, 2022 and, from and including June 15, 2022, the 15th day of March, June, September and December each year, beginning September 15, 2022. Non-Cumulative Dividends: Dividends will not be cumulative and SunTrust will have no obligation to pay any undeclared and unpaid dividends. Redemption: (i) On any Dividend Payment Date occurring on or after June 15, 2022, in whole or in part, at $1,000 per depositary share, plus any declared and unpaid dividends, and (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined in the prospectus supplement), at a redemption price of $1,000 per depositary share, plus any declared and unpaid dividends. Voting Rights: None, except with respect to certain material and adverse changes in the terms of the Perpetual Preferred Stock, Series G, the creation of shares ranking senior to the Perpetual Preferred Stock, Series G, in the case of certain dividend non-payments, and as may otherwise be required by law. Trade Date: April 27, 2017 First Time of Delivery: May 2, 2017, 10:00 a.m. Location of Closing: Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Address for Notices: SunTrust Xxxxxxxx Xxxxxxxx, Inc. c/o SunTrust Xxxxxxxx Xxxxxxxx, Inc. 0000 Xxxxxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, XX 00000 Phone: (000) 000-0000 Facsimile: (000) 000-0000 Initial Offering Price to the Public: $1,000 per Depositary Share Purchase Price by Underwriters: $990 per Depositary Share Net Proceeds (before expenses) to the Issuer: $742,500,000 CUSIP/ISIN: 867914 BN2 / US867914BN25 Joint Book-Runners: Credit Suisse Securities (USA) LLC Xxxxxxx, Sachs & Co. Xxxxxx Xxxxxxx & Co. LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Co-Managers: X.X. Xxxxxx Securities LLC RBC Capital Markets, LLC (a) Free Writing Prospectuses listed pursuant to Section 6(a)(iii)

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives Representative shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Representatives jointly or on behalf of the Representatives by SunTrust Xxxxxxxx Xxxxxxxx, Inc. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST BANKS, INC. By: /s/ XXXXXXXXXXX Xxxxxxx X. XXXXXXXX Xxxxxxxx Name: XXXXXXXXXXX Xxxxxxx X. XXXXXXXX Xxxxxxxx Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ XXXXXX XXXXXXXX Xxxxxxxxxxx X. Xxxxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxxxxxxxx X. Xxxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By By: /s/ XXXXX XXXXXXXXXX Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each as Representatives of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount of Securities Notes to be Purchased Credit Suisse Securities (USA) LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 176,250,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 212,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 212,500,000 Banc of America Securities LLC 12,500,000 Xxxxxxx, Sachs & Co. 12,500,000 Xxxxxx Brothers Inc. 12,500,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third Securities12,500,000 Sandler X’Xxxxx & Partners, Inc $ 45,000,000 L.P. 12,500,000 UBS Securities LLC 12,500,000 Total $ 750,000,000 500,000,000 SCHEDULE II Fifth Third Bancorp6.000% Senior Notes due September 2017 Issuer: SunTrust Banks, Inc. (“SunTrust”). Title of Securities: SunTrust Banks, Inc. 6.000% Fixed Rate Senior Notes Ratings: Aa3 / A+ / A+ (Xxxxx’x / S&P / Fitch) Issue Size: $500,000,000 Trade Date: September 5, 2007 Time of Delivery: September 10, 2007: 10:00 a.m. Location of Closing: Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Address for Notices: SunTrust Xxxxxxxx Xxxxxxxx, Inc., 0000 Xxxxxxxxx Xx, 00xx Xxxxx, Xxxxxxx, XX 00000 Maturity Date: September 11, 2017 Treasury Benchmark: 4.750% due August 15, 2017 Treasury Yield: 4.471 % Spread to Treasury: + 153 bps Re-offer Yield: 6.001% Coupon: 6.000% Interest Payment Dates: September 11 and March 11 of each year, commencing March 11, 2008 Business Day: New York and Atlanta Day Count: 30 / 360 Redemption: The notes will not be subject to redemption at SunTrust’s option or repayment at the option of the holder at any time prior to maturity.

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly or by Xxxxxxx Xxxxx & Co. on behalf of the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company Trust, the Guarantor and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP SUNTRUST CAPITAL VIII By: SUNTRUST BANKS, INC., as Sponsor By: /s/ XXXXXXXXXXX Xxxxxx X. XXXXXXXX Xxxxxxxx, XX Name: XXXXXXXXXXX Xxxxxx X. XXXXXXXX Xxxxxxxx, XX Title: Executive Senior Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Treasurer SUNTRUST BANKS, INC. By: /s/ Xxxxxx X. Xxxxxxxx, XX Name: Xxxxxx X. Xxxxxxxx, XX Title: Senior Vice President and Treasurer Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) XXXXXXX LYNCHSUNTRUST CAPITAL MARKETS, PIERCE, XXXXXX & XXXXX INCORPORATED By INC. By: /s/ XXXXX XXXXXXXXXX Xxxx Xxxxx Name: Xxxx Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & COCITIGROUP GLOBAL MARKETS INC. INCORPORATED By By: /s/ YURIJ SLYZ Xxxx X. XxXxxxxxx, Xx. Name: Yurij Slyz Xxxx X. XxXxxxxxx, Xx. Title: V.P. Managing Director On behalf of each of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount Number of Trust Preferred Securities to be Purchased Xxxxxxx, Xxxxx & Co. 325,000 SunTrust Capital Markets, Inc. 275,000 Citigroup Global Markets Inc. 250,000 Credit Suisse Securities (USA) LLC $ 176,250,000 Xxxxxxx50,000 X.X. Xxxxxx Securities Inc. 50,000 Sandler X’Xxxxx & Partners, Xxxxx & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third Securities, Inc $ 45,000,000 Total $ 750,000,000 L.P. 50,000 Total: 1,000,000 SCHEDULE II Fifth Third BancorpTitle of Securities: