0001193125-17-056318 Sample Contracts

Performance Share Award Agreement
Confidential Information and Non-Solicitation Agreement • February 24th, 2017 • Fifth Third Bancorp • State commercial banks

It is my pleasure to inform you that you are hereby granted a Performance Share Award (“Award”), subject to the terms and conditions contained in this Award Agreement, the applicable Long-Term Incentive Award Overview (“Overview”) and the terms of the Fifth Third Bancorp 2014 Incentive Compensation Plan (the “Plan”) (collectively, the Award Agreement, Overview, and Plan shall be referred to herein as the “Award Terms”).

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Restricted Stock Unit Grant Agreement
Confidential Information and Non-Solicitation Agreement • February 24th, 2017 • Fifth Third Bancorp • State commercial banks

This Restricted Stock Unit Grant will vest in three equal annual installments on the first, second, and third anniversaries of the Grant Date (“Anniversary Date(s)”) subject to achievement of Performance Goals. If Performance Goals are not met for the fiscal year ended immediately prior to an Anniversary Date, then the annual installment of the grant that otherwise was scheduled to vest on that Anniversary Date, as well as any other unvested installments, may be forfeited at the discretion of the Committee. Details regarding the Performance Goals and their impact on forfeiture of Restricted Stock Units are contained in the Overview.

Restricted Stock Unit Grant Agreement
Restricted Stock Unit Grant Agreement • February 24th, 2017 • Fifth Third Bancorp • State commercial banks

It is my pleasure to inform you that you are hereby granted an award of Restricted Stock Units subject to the terms and conditions of this Award and the terms of the Fifth Third Bancorp 2014 Incentive Compensation Plan (the “Plan”), approved by shareholders in 2014:

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