FIFTH THIRD BANCORP COMMON STOCK, NO PAR VALUE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 20th, 2009 • Fifth Third Bancorp • State commercial banks • New York
This Confirmation sets forth the terms of the agreement of [MANAGER] (the “Manager”) with Fifth Third Bancorp (the “Company”) relating to the sale of shares of the Company’s common stock, no par value , having an aggregate gross sales price of up to $[—] pursuant to the Equity Distribution Agreement between the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, dated May 20, 2009 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.
