EX-4.1



 Exhibit 4.1 

FIFTH THIRD BANCORP 
 TO

 WILMINGTON TRUST COMPANY, 

Trustee 
 Sixth
Supplemental Indenture 
 Dated as of March 14, 2018 

SENIOR DEBT SECURITIES 







 TABLE OF CONTENTS 

 
  

							
	 	  	 	  	PAGE	 
		  	ARTICLE 1	  			
		  	SCOPE OF SIXTH SUPPLEMENTAL INDENTURE	  			
			
	 Section 1.01.
	  	Scope	  	 	2	 
		  	ARTICLE 2	  			
		  	DEFINITIONS	  			
			
	 Section 2.01.
	  	Definitions and Other Provisions of General Application	  	 	2	 
	Section 2.02. 	  	Other Definitions	  	 	3	 
		  	ARTICLE 3	  			
		  	FORM AND TERMS OF THE NOTES	  			
			
	 Section 3.01.
	  	Form and Dating.	  	 	3	 
	 Section 3.02.
	  	Terms of the Notes	  	 	3	 
		  	ARTICLE 4	  			
		  	SUPPLEMENTAL INDENTURES	  			
			
	 Section 4.01.
	  	Supplemental Indentures	  	 	7	 
			
		  	ARTICLE 5	  			
		  	MISCELLANEOUS	  			
			
	 Section 5.01.
	  	Trust Indenture Act of 1939	  	 	7	 
	 Section 5.02.
	  	Governing Law	  	 	8	 
	 Section 5.03.
	  	Duplicate Originals	  	 	8	 
	 Section 5.04.
	  	Legal Holidays	  	 	8	 
	 Section 5.05.
	  	Separability	  	 	8	 
	 Section 5.06.
	  	Ratification	  	 	8	 
	 Section 5.07.
	  	Effectiveness	  	 	8	 
	 Section 5.08.
	  	Successors	  	 	8	 
	 Section 5.09.
	  	Trustee’s Disclaimer	  	 	8	 
		
	 EXHIBIT A – Form of 3.950% Senior Note due 2028
	  	 	A-1	 

  

  
 i 








 SIXTH SUPPLEMENTAL INDENTURE 

SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of March 14, 2018 between FIFTH
THIRD BANCORP, a corporation duly organized and existing under the laws of the State of Ohio (the “Company”), having its principal office at Fifth Third Center, 38 Fountain Square Plaza, Cincinnati, Ohio and Wilmington Trust
Company, a trust company duly organized and existing under the laws of the State of Delaware, as trustee (the “Trustee”). 

RECITALS OF THE COMPANY 

WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of April 30, 2008 (the “Base
Indenture” and as supplemented by this Sixth Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of its unsecured debentures, notes or other evidences of indebtedness (the
“Securities”); 
 WHEREAS, Sections 201, 301 and 901 of the Base Indenture provide that the Company, when authorized
by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture, without the consent of any Holders, to, among other things, establish the terms of Securities of any
series as permitted by the Indenture; 
 WHEREAS, the issuance and sale of $650,000,000 aggregate Principal amount of a new series of
the Securities of the Company designated as its 3.950% Senior Notes due 2028 (the “Notes”) have been authorized by resolutions adopted by the board of directors of the Company; 

WHEREAS, the Company desires to issue and sell $650,000,000 aggregate Principal amount of the Notes as of the date hereof; 

WHEREAS, the Company desires to establish the terms of the Notes; 

WHEREAS, all things necessary to make this Sixth Supplemental Indenture a legal and binding supplement to the Base Indenture in
accordance with its terms and the terms of the Base Indenture have been done; 
 WHEREAS, the Company has complied with all
conditions precedent provided for in the Base Indenture relating to this Sixth Supplemental Indenture; and 
 WHEREAS, the Company
has requested that the Trustee execute and deliver this Sixth Supplemental Indenture. 
 NOW, THEREFORE: 

For and in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee
covenant and agree, for the equal and proportionate benefit of the Holders of the Notes, as follows: 







 ARTICLE 1 

SCOPE OF SIXTH SUPPLEMENTAL INDENTURE 

Section 1.01. Scope. This Sixth Supplemental Indenture constitutes a supplement to the Base Indenture and an integral part of the
Indenture and shall be read together with the Base Indenture as though all the provisions thereof are contained in one instrument. Except as expressly amended by the Sixth Supplemental Indenture, the terms and provisions of the Base Indenture shall
remain in full force and effect. Notwithstanding the foregoing, this Sixth Supplemental Indenture shall only apply to the Notes. 

ARTICLE 2 

DEFINITIONS 

Section 2.01. Definitions and Other Provisions of General Application. For all purposes of this Sixth Supplemental Indenture unless
otherwise specified herein: 
 (a)    all terms used in this Sixth Supplemental Indenture which are not otherwise
defined herein shall have the meanings they are given in the Base Indenture; 
 (b)    the provisions of general
application stated in Sections 102 through 112 of the Base Indenture shall apply to this Sixth Supplemental Indenture, except that the words “herein,” “hereof,” “hereto” and
“hereunder” and other words of similar import refer to this Sixth Supplemental Indenture as a whole and not to the Base Indenture or any particular Article, Section or other subdivision of the Base Indenture or this Sixth
Supplemental Indenture; 
 (c)    Section 101 of the Base Indenture is amended and supplemented, solely with respect to
the Notes, by inserting the following additional defined terms in their appropriate alphabetical positions: 
 “Issue Date”
means March 14, 2018. 
 (d)    Section 101 of the Base Indenture is amended and supplemented, solely with respect
to the Notes, by replacing the corresponding defined term in the Base Indenture with the following defined term: 
 “Applicable
Procedures” means, with respect to any transfer, transaction or other action involving a Global Note or any beneficial interest therein, the rules and procedures of the Depositary for such Note, in each case to the extent applicable to such
transfer, transaction or other action as in effect from time to time. 
 “Business Day” means any day that is not a
Saturday or Sunday, and that is not a day on which banking institutions in the City of New York are authorized or obligated by law, regulation or executive order to close. 

“Corporate Trust Office” for administration of this Indenture means the corporate trust office of the Trustee located at
Rodney Square North, 1100 N. Market Street, Wilmington, DE 

  
 2 








 
19890-0001, Attention: Fifth Third Bancorp Administrator, or such other office, designated by the Trustee by written notice to the Company, at which at any particular time its corporate trust
business shall be administered. 
 Section 2.02. Other Definitions. Each of the following terms is defined in the section set forth
opposite such term: 
  

					
	 Term
	  	Section	 
	 “Dodd-Frank Act”
	  	 	Section 3.02	(q)
	 “SIPA”
	  	 	Section 3.02	(q) 

 ARTICLE 3 

FORM AND TERMS OF THE NOTES 

Section 3.01. Form and Dating 

(a)    The Notes shall be substantially in the form of Exhibit A attached hereto. The Notes shall be executed on
behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, attested by its Secretary or one of its Assistant Secretaries. The Notes may have a legend or legends or endorsements as
may be required to comply with any law or with any rules of any securities exchange or usage. The Notes shall be dated the date of their authentication. 

(b)    The terms contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as
supplemented by this Sixth Supplemental Indenture and the Company and the Trustee, by their execution and delivery of this Sixth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. 

Section 3.02. Terms of the Notes. The following terms relating to the Notes are hereby established: 

(a)    Title. The Notes shall constitute a series of Securities having the title “Fifth Third Bancorp 3.950%
Senior Notes due 2028” and the CUSIP number 316773 CV0. 
 (b)    Principal Amount. The aggregate Principal
amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $650,000,000 on the Issue Date. Provided that no Event of Default has occurred and is continuing with respect to the Notes, the Company may,
without notice to or the consent of the Holders, create and issue additional Securities having the same terms as, and ranking equally and ratably with, the Notes in all respects and so that such additional Notes will be consolidated and form a
single series with, and have the same terms as to status, redemption or otherwise as, the Notes initially issued, provided that such additional Notes are fungible for U.S. federal income tax purposes with the Notes. 

(c)    Person to Whom Interest is Payable. Interest payable, and punctually paid or duly provided for, on any
Interest Payment Date will be paid to the Person in whose name the Notes are registered at the close of business on the Regular Record Date for such interest, which shall 

  
 3 








 
be the March 1, or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name the Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, as provided for in the Base Indenture. 

(d)    Maturity Date. The entire outstanding Principal of the Notes shall be payable on March 14, 2028. 

(e)    Interest. The rate at which the Notes shall bear interest shall be 3.950% per annum; the date from which
interest shall accrue on the Notes shall be March 14, 2018 or the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates for the Notes shall be March 14 and September 14 of
each year, beginning September 14, 2018. 
 (f)    Place of Payment of Principal and Interest. Payment of
the Principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register. The Company shall make, or cause the Paying Agent to make, all payments of principal and interest on Global Notes in immediately available funds to the Depositary or its nominee, in accordance with Applicable Procedures. 

(g)    Redemption.  

(i)    At any time and from time to time on or after the date that is 30 days prior to March 14, 2028,
the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of principal amount plus accrued and unpaid interest to the redemption date. 

(ii)    If the Company elects to redeem the Notes (in whole or in part), it must (A) notify the
Trustee of the intended redemption date and provide a draft notice with respect to the potential redemption at least 5 Business Days prior to the date on which it intends to provide notice, or if requested, have the Trustee provide notice, of such
redemption to Holders (unless a shorter period is satisfactory to the Trustee) and (B) deliver to the Trustee the final notice to be sent to Holders and an Officers’ Certificate with respect to the Company’s election to redeem the
Notes (in whole or in part) on the date on which the Company provides notice. If fewer than all of the Notes are being redeemed, the Trustee will select the Notes to be redeemed pro rata or by any other method the Trustee in its sole discretion
deems fair and appropriate, and in the case of any Global Note, in accordance with the Applicable Procedures, in denominations of $2,000 or any integral 

  
 4 








 
multiples of $1,000 in excess thereof. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Company
or at the Company’s request, by the Trustee by first class mail or, with respect to any Global Note, the Applicable Procedures, in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 days but not
more than 60 days before the redemption date. 
 (iii)    The notice of redemption will identify the
Notes to be redeemed and will include or state the following: 
 (A)    the redemption date; 

(B)    the redemption price, including the portion thereof representing any accrued interest; 

(C)    the place or places where Notes are to be surrendered for redemption; 

(D)    Notes called for redemption must be so surrendered in order to collect the redemption price; 

(E)    on the redemption date the redemption price will become due and payable on Notes called for
redemption, and interest on Notes called for redemption will cease to accrue on and after the redemption date; 

(F)    if any Note is redeemed in part, on and after the redemption date, upon surrender of such Note, new
Notes equal in principal amount to the unredeemed portion will be issued; and 
 (G)    if any Note
contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the other
identification numbers printed on the Notes. 
 (iv)    Once notice of redemption is sent to the Holders,
Notes called for redemption become due and payable at the redemption price on the redemption date, and upon surrender of the Notes called for redemption, the Company shall redeem such Notes at the redemption price. Unless the Company defaults in the
payment of the redemption price, commencing on the redemption date Notes redeemed will cease to accrue interest. Upon surrender of any Note redeemed in part, the Holder will receive a new Note equal in principal amount to the unredeemed portion of
the surrendered Note. The principal amount after redemption in part shall be $2,000 or any integral multiple of $1,000 in excess thereof. 

(h)    Sinking Fund. There shall be no sinking fund for the Notes. 

(i)    Denomination. The Notes and any beneficial interest in the Notes shall be in denominations of $2,000 or any
integral multiples of $1,000 in excess thereof. 

  
 5 








 (j)    Index. Payment of interest on the Notes will not be determined
with reference to any index or formula. 
 (k)    Currency of the Notes. The Notes shall be denominated, and
payment of Principal and interest of the Notes shall be payable in, the currency of the United States of America. 

(l)    Currency of Payment. The Principal of and interest on the Notes shall be payable in the currency of the
United States of America. 
 (m)    Acceleration. 100% of the Principal amount of the Notes shall be payable upon
acceleration (whether automatic or by declaration) of the maturity thereof. 
 (n)    [Reserved.] 

(o)    Defeasance. Article 13 of the Base Indenture shall apply to the Notes. 

(p)    Registered Form. The Notes shall be issuable as registered Global Securities, and the depositary for the
Notes shall be the Depository Trust Company in The City of New York (“DTC”) or any successor depositary appointed by the Company within 90 days of the termination of services of DTC (or any successor to DTC). Sections 204 and 305 of
the Base Indenture shall apply to the Notes. 
 (q)    Events of Default. The Events of Default provided for in
Section 501 of the Base Indenture shall apply to the Notes, provided that the text of clauses (6) and (7) of Section 501 shall be substituted with the following: 

“(6) (A) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of
the Company or any Principal Subsidiary Bank in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, (ii) a decree or order adjudging the Company or any Principal
Subsidiary Bank bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Principal Subsidiary Bank under any applicable Federal or State
law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Principal Subsidiary Bank or of any substantial part of its property, or ordering the winding up or liquidation of
its affairs, and, in the case of each of (A)(i) and (ii), the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days, (B) the appointment of the Federal
Deposit Insurance Corporation as receiver or conservator of any Principal Subsidiary Bank or any substantial part of the property of the Company or any Principal Subsidiary Bank pursuant to the Federal Deposit Insurance Act, as amended, or
(C) the appointment of the Federal Deposit Insurance Corporation, the Securities Investment Protection Corporation, other Federal or State agency or other person as receiver or trustee of the Company or any Principal Subsidiary Bank or of any
substantial part of the property of the Company or any Principal Subsidiary Bank pursuant to Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as may be amended from time to


  
 6 








 
time (the “Dodd-Frank Act”) or the Securities Investor Protection Act, as amended (“SIPA”); or 

(7) the commencement by the Company or any Principal Subsidiary Bank of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company or
any Principal Subsidiary Bank in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, conservator, assignee, trustee, sequestrator or other similar official of the Company or any Principal Subsidiary Bank or of any substantial part of its property, including pursuant to the Federal Deposit Insurance Act or SIPA,
or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Principal Subsidiary Bank in
furtherance of any such action; or” 
 (r)    Covenants. The covenants set forth in Article 10 of the Base
Indenture shall apply to the Notes. 
 (s)    Additional Terms. Other terms applicable to the Notes are as
otherwise provided for in the Base Indenture, as supplemented by this Sixth Supplemental Indenture. 
 ARTICLE 4 

SUPPLEMENTAL INDENTURES 

Section 4.01. Supplemental Indentures. The following paragraph shall be added to the end of Section 901 of the Base Indenture and shall
only apply to the Notes: 
 Notwithstanding the foregoing, without the consent of any Holder of Securities, the Company and the Trustee may
amend or supplement the Indenture or the Securities to conform the terms of the Indenture and the Securities to the description of the Securities in the prospectus supplement dated March 12, 2018 relating to the offering of the Securities. 

ARTICLE 5 

MISCELLANEOUS 

Section 5.01. Trust Indenture Act of 1939. This Sixth Supplemental Indenture shall incorporate and be governed by the provisions
of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act. 

  
 7 








 Section 5.02. Governing Law. The laws of the State of New York shall govern this Sixth
Supplemental Indenture and the Notes. 
 Section 5.03. Duplicate Originals. The parties may sign any number of copies of this Sixth
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 Section 5.04.
Legal Holidays. The following paragraph shall replace in its entirety Section 113 of the Base Indenture and shall only apply to the Notes: 

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, and no interest shall accrue on the amount payable for the period from and after such Interest Payment Date, Redemption Date, or at the Stated Maturity, as
the case may be. 
 Section 5.05. Separability. In case any provision in this Sixth Supplemental Indenture or the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 5.06. Ratification. The Base Indenture, as supplemented and amended by this Sixth Supplemental Indenture, is in all respects
ratified and confirmed. The Base Indenture and this Sixth Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Sixth Supplemental Indenture supersede any conflicting provisions
included in the Base Indenture unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this Sixth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base
Indenture, as supplemented by this Sixth Supplemental Indenture. 
 Section 5.07. Effectiveness. The provisions of this Sixth
Supplemental Indenture shall become effective as of the date hereof. 
 Section 5.08. Successors. All agreements of the Company in
this Sixth Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Sixth Supplemental Indenture shall bind its successors. 

Section 5.09. Trustee’s Disclaimer. The recitals contained herein shall be taken as the statements of the Company and the Trustee
assumes no responsibility for their correctness. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture, the Notes, or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Company. 

  
 8 








 IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	 FIFTH THIRD BANCORP
 as the
Company

		
	By:	 	 /s/ TAYFUN TUZUN

	Name:	 	Tayfun Tuzun
	Title:	 	Executive Vice President and Chief Financial Officer


  

			
	Attest	 	
		
	By:	 	 /s/ H. SAMUEL LIND

	Name:	 	H. Samuel Lind
	Title:	 	Senior Vice President, Associate General Counsel and Assistant Secretary

 [Signature Page to Sixth Supplemental Indenture] 







 
			
	 WILMINGTON TRUST COMPANY, as

Trustee

		
	By:	 	 /s/ MICHAEL WASS

	Name:	 	Michael Wass
	Title:	 	Vice President


 [Signature Page to Sixth Supplemental Indenture] 







 EXHIBIT A 

[FORM OF NOTE] 
 CUSIP
No. 316773 CV0 
 ISIN: US316773CV06 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 BY ITS ACQUISITION AND HOLDING OF THIS NOTE, THE HOLDER HEREOF SHALL BE DEEMED TO HAVE REPRESENTED
AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”) OR PROVISIONS UNDER
ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS
ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT (ALSO A “PLAN”) OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. 
 BY ITS
ACQUISITION OF THIS NOTE IN THE INITIAL OFFERING, A HOLDER HEREOF THAT IS A PLAN (THE “PLAN FIDUCIARY”) SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (1) NEITHER FIFTH THIRD BANCORP, THE UNDERWRITERS, NOR ANY OF THEIR
RESPECTIVE AFFILIATES (“TRANSACTION PARTIES”) HAS PROVIDED OR WILL PROVIDE IMPARTIAL INVESTMENT ADVICE OR GIVE ADVICE IN A FIDUCIARY CAPACITY WITH RESPECT TO THE ACQUISITION OF THIS NOTE, OTHER THAN TO THE PLAN FIDUCIARY WHICH IS
INDEPENDENT OF THE TRANSACTION PARTIES, AND THE PLAN FIDUCIARY EITHER: (A) IS A BANK AS DEFINED IN SECTION 202 OF THE INVESTMENT ADVISERS ACT OF 1940 (THE “ADVISERS ACT”), OR SIMILAR INSTITUTION THAT IS REGULATED AND SUPERVISED AND
SUBJECT TO PERIODIC EXAMINATION BY A STATE OR FEDERAL AGENCY; (B) IS AN INSURANCE CARRIER THAT IS QUALIFIED UNDER THE LAWS OF MORE THAN ONE STATE TO PERFORM THE SERVICES OF 

  
 A-1 








 
MANAGING, ACQUIRING OR DISPOSING OF ASSETS OF AN ERISA PLAN; (C) IS AN INVESTMENT ADVISER REGISTERED UNDER THE ADVISERS ACT, OR, IF NOT REGISTERED AS AN INVESTMENT ADVISER UNDER THE ADVISERS
ACT BY REASON OF PARAGRAPH (1) OF SECTION 203A OF THE ADVISERS ACT, IS REGISTERED AS AN INVESTMENT ADVISER UNDER THE LAWS OF THE STATE IN WHICH IT MAINTAINS ITS PRINCIPAL OFFICE AND PLACE OF BUSINESS; (D) IS A BROKER-DEALER REGISTERED
UNDER THE EXCHANGE ACT; OR (E) HAS, AND AT ALL TIMES THAT THE ERISA PLAN IS INVESTED IN THIS NOTE WILL HAVE, TOTAL ASSETS OF AT LEAST U.S. $50,000,000 UNDER ITS MANAGEMENT OR CONTROL (PROVIDED THAT THIS CLAUSE (E) SHALL NOT BE SATISFIED IF
THE PLAN FIDUCIARY IS EITHER (I) THE OWNER OR A RELATIVE OF THE OWNER OF AN INVESTING IRA OR (II) A PARTICIPANT OR BENEFICIARY, OR A RELATIVE OF EITHER, OF THE ERISA PLAN INVESTING IN THIS NOTE IN SUCH CAPACITY); (2) THE PLAN FIDUCIARY IS
CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH RESPECT TO PARTICULAR TRANSACTIONS AND INVESTMENT STRATEGIES, INCLUDING THE ACQUISITION BY THE ERISA PLAN OF THIS NOTE; (3) THE PLAN FIDUCIARY IS A
“FIDUCIARY” WITH RESPECT TO THE ERISA PLAN WITHIN THE MEANING OF SECTION 3(21) OF ERISA, SECTION 4975 OF THE CODE, OR BOTH, AND IS RESPONSIBLE FOR EXERCISING INDEPENDENT JUDGMENT IN EVALUATING THE ERISA PLAN’S ACQUISITION OF THIS
NOTE; (4) NONE OF THE TRANSACTION PARTIES HAS EXERCISED ANY AUTHORITY TO CAUSE THE ERISA PLAN TO INVEST IN THIS NOTE OR TO NEGOTIATE THE TERMS OF THE ERISA PLAN’S INVESTMENT IN THIS NOTE; (5) NO FEE OR OTHER COMPENSATION WILL BE PAID
DIRECTLY TO ANY OF THE TRANSACTION PARTIES BY THE ERISA PLAN, OR ANY FIDUCIARY, PARTICIPANT OR BENEFICIARY OF THE PLAN, FOR THE PROVISION OF INVESTMENT ADVICE (AS OPPOSED TO OTHER SERVICES) IN CONNECTION WITH THE ERISA PLAN’S ACQUISITION OF
THIS NOTE; AND (6) THE PLAN FIDUCIARY ACKNOWLEDGES, AND THE TRANSACTION PARTIES HEREBY NOTIFY THE PLAN FIDUCIARY: (A) THAT NONE OF THE TRANSACTION PARTIES IS UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT ADVICE OR TO GIVE ADVICE IN A
FIDUCIARY CAPACITY, AND THAT NO SUCH ENTITY HAS GIVEN INVESTMENT ADVICE OR OTHERWISE MADE A RECOMMENDATION, IN CONNECTION WITH THE ERISA PLAN’S ACQUISITION OF THIS NOTE; AND (B) OF THE EXISTENCE AND NATURE OF THE TRANSACTION PARTIES’
FINANCIAL INTERESTS IN THE ERISA PLAN’S ACQUISITION OF THIS NOTE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO FIFTH THIRD BANCORP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

  
 A-2 








 FIFTH THIRD BANCORP 

3.950% Senior Notes due 2028 
 THIS
SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE DEPOSIT INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY, NOR IS IT AN OBLIGATION OF, OR GUARANTEED BY, A BANK. 

 

			
	 FR No. 1
	  	$[●]

 Fifth Third Bancorp, a corporation duly organized and existing under the laws of Ohio (herein called the
“Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
[●] Dollars ($[●]) on March 14, 2028 (the “Maturity Date”), and to pay interest thereon from March 14, 2018 (the “Original Issue Date”)
or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 14 and September 14 in each year, commencing September 14, 2018, at the rate of 3.950% per annum, until
the principal hereof is paid or made available for payment, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 3.950% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall
be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. “Business Day” means any day that is not a Saturday or Sunday, and that is not a day on which banking
institutions in the City of New York are authorized or obligated by law, regulation or executive order to close. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained
for that purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may
be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Company shall make, or cause the Paying Agent to make, all payments of principal and interest on Global Notes in
immediately available funds to the Depositary or its nominee, in accordance with Applicable Procedures. 

  
 A-3 








 Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 A-4 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

							
	Date: March 14, 2018	 		 	FIFTH THIRD BANCORP
				
		 		 	By:	 	  

		 		 		 	Tayfun Tuzun
		 		 		 	Executive Vice President and Chief Financial Officer

  

			
	Attest:
		
	By:	 	  

	Name:	 	H. Samuel Lind
	Title:	 	Senior Vice President, Associate General Counsel and Assistant Secretary

 [Signature Page to Note No. 1] 

  
 A-5 








 CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the Indenture referred to hereinafter. 

 

							
	Dated:	 		 	WILMINGTON TRUST COMPANY, as Trustee
				
		 		 	By:	 	  

		 		 		 	Authorized Officer


  
 A-6 








 [Reverse of Security] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to
be issued in one or more series under an Indenture, dated as of April 30, 2008 (herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and Wilmington Trust
Company, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) as supplemented by a Sixth Supplemental Indenture, dated as of March 14, 2018, between the Company and the Trustee
(herein called the “Sixth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the
face hereof. The Company may, without notice to or the consent of any Holder, issue additional Securities having the same ranking, interest rate, maturity and other terms as the Securities of this series, provided that such additional
Securities are fungible for U.S. federal income tax purposes with this Security. Any such additional Securities may be considered to be part of this series of Securities. The Company may, without notice to or the consent of any Holder, issue or
incur Senior Indebtedness. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or
certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable (or will automatically become due and payable, without declaration or any other action on the part of the Trustee or any Holder) in the manner and with the effect provided in the Indenture. 

On or after the date that is 30 days prior to the Maturity Date, the Company may redeem this Security, at any time, in whole or in part, at
the Company’s option at a redemption price equal to 100% of the principal amount of this Security, plus accrued and unpaid interest to, but not including, the redemption date established pursuant to the terms of the Sixth Supplemental
Indenture. Installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holder of this Security, or one more Predecessor Securities, of record at the close of business on the relevant Record Date, all
as provided in the Indenture. 
 Notice of redemption will be given by first class mail to Holders of Securities, not less than 10 nor more
than 60 days prior to the redemption date, all as provided in the Sixth Supplemental Indenture. 
 This Security may be redeemed in part
only in denominations of $2,000 or any integral multiples of $1,000 in excess thereof. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof. 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the 

  
 A-7 








 
Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. Notwithstanding the foregoing, without the consent of any
Holder of Securities, the Company and the Trustee may amend or supplement the Indenture or the Securities to conform to the terms of the Indenture and the Securities to the description of the Securities in the prospectus supplement dated
March 12, 2018 relating to the offering of the Securities. 
 As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at
the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 or any integral multiples of
$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the same. 

  
 A-8 








 No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to
due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 All terms
used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

  
 A-9