FIFTH THIRD BANCORP Underwriting Agreement January 20, 2011Underwriting Agreement • January 25th, 2011 • Fifth Third Bancorp • State commercial banks • New York
Fifth Third Bancorp, an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $1,000,000,000 principal amount of its 3.625% Senior Notes due 2016 having the terms set forth in Schedule 2 hereto (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of April 30, 2008, as such indenture may hereafter be supplemented (the “Indenture”) between the Company and Wilmington Trust Company, as trustee (the “Trustee”).
To: Fifth Third Bancorp Fifth Third Center Cincinnati, Ohio 45263 From: JPMorgan Chase Bank, National Association London EC2Y 5AJ England From: J.P. Morgan Securities LLC, Solely as Agent tel: (212) 622-5270 fax: (212) 622-0105Letter Agreement • January 25th, 2011 • Fifth Third Bancorp • State commercial banks • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
FIFTH THIRD BANCORP 121,428,572 Shares of Common Stock Underwriting AgreementLetter Agreement • January 25th, 2011 • Fifth Third Bancorp • State commercial banks • New York
