0001193125-19-059441 Sample Contracts

Restricted Stock Unit Grant Agreement
Restricted Stock Unit Grant Agreement • March 1st, 2019 • Fifth Third Bancorp • State commercial banks • Ohio

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.

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Performance Share Award Agreement
Performance Share Award Agreement • March 1st, 2019 • Fifth Third Bancorp • State commercial banks • Ohio

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 2017 Incentive Compensation Plan (the “Plan”) (collectively, the Award Agreement, Overview, and Plan shall be referred to herein as the “Award Terms”).

Stock Appreciation Right Award Agreement
Stock Appreciation Rights Award Agreement • March 1st, 2019 • Fifth Third Bancorp • State commercial banks • Ohio

It is my pleasure to inform you that you are hereby granted an award of Stock Appreciation Rights (“SARs”) subject to the terms and conditions of this Award Agreement, the applicable Long-Term Incentive Award Overview (“Overview”), and the terms of the Fifth Third Bancorp 2017 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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