FIFTH THIRD BANCORP Underwriting AgreementUnderwriting Agreement • July 27th, 2015 • Fifth Third Bancorp • State commercial banks • New York
Contract Type FiledJuly 27th, 2015 Company Industry JurisdictionFifth 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 representatives (the “Representatives”), $1,100,000,000 principal amount of its 2.875% Senior Notes due 2020 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”).